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OFFICIAL[r DOCUMENTS, The World Bank 1818 H Street N.W. (202) 473-1000 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS March 13, 2013 Honorable Cesar V. Purisima Secretary Department of Finance Manila Republic of the Philippines Re: IBRD Loan 7552-PH (National Roads Improvement and Management Program (Phase 2) Project) Additional Instructions: Revised Disbursement Letter Dear Secretary Purisima: I refer to the Loan Agreement between the International Bank for Reconstruction and Development (the "Bank") and the Republic of the Philippines (the "Borrower") for the above- referenced project, dated October 24, 2008. The Loan Agreement provides that the Bank may issue additional instructions regarding the withdrawal of the proceeds of Loan 7552- PH ("Loan"). This letter ("Disbursement Letter"), as revised from time to time, constitutes the additional instructions and replaces the previous version dated October 24, 2008. The attached World Bank Disbursement Guidelines for Projects, dated May 1, 2006, ("Disbursement Guidelines") (Attachment 1), are an integral part of the Disbursement Letter. The manner in which the provisions in the Disbursement Guidelines apply to the Loan is specified below. Sections and subsections in parentheses below refer to the relevant sections and subsections in the Disbursement Guidelines and, unless otherwise defined in this letter, the capitalized terms used have the meanings ascribed to them in the Disbursement Guidelines. I. Disbursement Arrangements (i) Disbursement Methods (section 2). The following Disbursement Methods may be used under the Loan: * Reimbursement * Advance * Direct Payment * Special Commitment (ii) Disbursement Deadline Date (subsection 3.7). The Disbursement Deadline Date is four (4) months after the Closing Date specified in the Loan Agreement. Any changes to this date will be notified by the Bank. (iii) Disbursement Conditions (subsection 3.8). Please refer to the Disbursement Condition(s) in the Loan Agreement. Page 1 of 28 Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized

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OFFICIAL[rDOCUMENTS,

The World Bank 1818 H Street N.W. (202) 473-1000INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRADINTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS

March 13, 2013

Honorable Cesar V. PurisimaSecretaryDepartment of FinanceManilaRepublic of the Philippines

Re: IBRD Loan 7552-PH (National Roads Improvement and Management Program (Phase2) Project) Additional Instructions: Revised Disbursement Letter

Dear Secretary Purisima:

I refer to the Loan Agreement between the International Bank for Reconstruction andDevelopment (the "Bank") and the Republic of the Philippines (the "Borrower") for the above-referenced project, dated October 24, 2008. The Loan Agreement provides that the Bank mayissue additional instructions regarding the withdrawal of the proceeds of Loan 7552- PH("Loan"). This letter ("Disbursement Letter"), as revised from time to time, constitutes theadditional instructions and replaces the previous version dated October 24, 2008.

The attached World Bank Disbursement Guidelines for Projects, dated May 1, 2006,("Disbursement Guidelines") (Attachment 1), are an integral part of the Disbursement Letter.The manner in which the provisions in the Disbursement Guidelines apply to the Loan isspecified below. Sections and subsections in parentheses below refer to the relevant sections andsubsections in the Disbursement Guidelines and, unless otherwise defined in this letter, thecapitalized terms used have the meanings ascribed to them in the Disbursement Guidelines.

I. Disbursement Arrangements

(i) Disbursement Methods (section 2). The following Disbursement Methods may be usedunder the Loan:

* Reimbursement* Advance* Direct Payment* Special Commitment

(ii) Disbursement Deadline Date (subsection 3.7). The Disbursement Deadline Date is four (4)months after the Closing Date specified in the Loan Agreement. Any changes to this date will benotified by the Bank.

(iii) Disbursement Conditions (subsection 3.8). Please refer to the Disbursement Condition(s)in the Loan Agreement.

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II. Withdrawal of Loan Proceeds

(i) Authorized Signatures (subsection 3.1). An authorized signatory letter in the Form attached(Attachment 2) should be furnished to the Bank at the address indicated below providing thename(s) and specimen signature(s) of the official(s) authorized to sign Applications:

The World Bank26th Floor, One Global Place5th Avenue Corner 25th StreetBonifacio Global CityTaguig City, Philippines 1634Attention: Mr. Motoo Konishi, Country Director

(ii) Applications (subsections 3.2 - 3.3). Please provide completed and signed (a) Applicationsfor withdrawal, together with supporting documents, and (b) Applications for specialcommitments, together with a copy of the commercial bank letter of credit, to the addressindicated below:

The World Bank26th Floor, One Global Place5th Avenue Corner 25th StreetBonifacio Global CityTaguig City, Philippines 1634Attention: Loan Department

(iii) Electronic Delivery (subsection 3.4). The Bank may permit the Borrower to electronicallydeliver to the Bank Applications (with supporting documents) through the Bank's ClientConnection, web-based portal. The option to deliver Applications to the Bank by electronicmeans may be effected if: (a) the Borrower has designated in writing, pursuant to the terms ofsubparagraph (i) of this Section, its officials who are authorized to sign and deliver Applicationsand to receive secure identification credentials ("SIDC") from the Bank for the purpose ofdelivering such Applications by electronic means; and (b) all such officials designated by theBorrower have registered as users of Client Connection. If the Bank agrees, the Bank willprovide the Borrower with SIDC for the designated officials. Following which, the designatedofficials may deliver Applications electronically by completing Form 2380, which is accessiblethrough Client Connection (https://clientconnection.worldbank.org). The Borrower maycontinue to exercise the option of preparing and delivering Applications in paper form. TheBank reserves the right and may, in its sole discretion, temporarily or permanently disallow theelectronic delivery of Applications by the Borrower.

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(iv) Terms and Conditions of Use of SIDC to Process Applications. By designating officials touse SIDC and by choosing to deliver the Applications electronically, the Borrower confirmsthrough the authorized signatory letter its agreement to: (a) abide by the Terms and Conditions ofUse of Secure Identification Credentials in connection with Use of Electronic Means to ProcessApplications and Supporting Documentation ("Terms and Conditions of Use of SecureIdentification Credentials") provided in Attachment 3; and (b) to cause such official to abide bythose terms and conditions.

(v) Minimum Value ofApplications (subsection 3.5). The Minimum Value of Applications isUnited States Dollars (USD) 1,200,000.

(vi) Advances (sections 5 and 6).

* Type ofDesignated Account (subsection 5.3): Segregated

* Currency of Designated Account (subsection 5.4): United States Dollars

* Financial Institution at which the Designated Account Will Be Opened (subsection5.5): Land Bank of the Philippines

* Ceiling (subsection 6.1): USD 12,000,000

III. Reporting on Use of Loan Proceeds

(i) Supporting Documentation (section 4). Supporting documentation should be provided witheach Application for withdrawal as set out below:

* For requests for Reimbursement:

o List of payments against contracts that are subject to the Bank's prior review, inthe form attached (Attachment 4)

o Statement of Expenditure in the form attached (Attachment 5) for (a) goodscontracts costing USD 250,000 equivalent or less each (b) works contractscosting USD 500,000 equivalent or less each (c) consultancy services contractsfor firms costing USD 100,000 equivalent or less each (d) consultancy servicescontracts for individuals costing USD 50,000 equivalent or less each (e) worksunder Part A2 (b) categories 2(c) 1 - 4 and (f) training and workshops

o Records evidencing eligible expenditures (e.g., copies of receipts, supplierinvoices) for all other contracts

* For reporting eligible expenditures paid from the Designated Account:

o List of payments against contracts that are subject to the Bank's prior review, inthe form attached (Attachment 4)

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o Statement of Expenditure in the form attached (Attachment 5) for (a) goodscontracts costing USD 250,000 equivalent or less each (b) works contractscosting USD 500,000 equivalent or less each (c) consultancy services contractsfor firms costing USD 100,000 equivalent or less each (d) consultancy servicescontracts for individuals costing USD 50,000 equivalent or less each (e) worksunder Part A2 (b) categories 2(c)1 - 4 and (f) training and workshops

o Records evidencing eligible expenditures, e.g., copies of receipts, supplierinvoices for all other contracts

* For requests for Direct Payment:

o Records evidencing eligible expenditures, e.g., copies of receipts, supplierinvoices

(ii) Frequency of Reporting Eligible Expenditures Paid from the Designated Account(subsection 6.3): Monthly

IV. Other Important Information

For additional information on disbursement arrangements, please refer to theDisbursement Handbook available on the Bank's public website at https://www.worldbank.organd its secure website "Client Connection" at https://clientconnection.worldbank.org. Printcopies are available upon request.

If you have not already done so, the Bank recommends that you register as a user of theClient Connection website (https://clientconnection.worldbank.org). From this website you willbe able to prepare and deliver Applications, monitor the near real-time status of the Loan, andretrieve related policy, financial, and procurement information. All Borrower officialsauthorized to sign and deliver Applications by electronic means are required to register withClient Connection before electronic delivery can be effected. For more information about thewebsite and registration arrangements, please contact the Bank by email at<[email protected]>.

If you have any queries in relation to the above, please contact the Loan DepartmentTeam in Manila, the Philippines at CTRLN [email protected] using the above Projectname and Loan number as a reference in the subject line.

Yours sincerely,

Miguel-Santiago OliveiraSenior Finance Officer

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Attachments1. World Bank Disbursement Guidelines for Projects, dated May 1, 20062. Form for Authorized Signatures3. Terms and Conditions of Use ofSecure Identification Credentials in connection with Use of

Electronic Means to Process Applications and Supporting Documentation, dated March 1,2013

4. List of payments against contracts that are subject to the Bank's prior review5. Form of Statement of Expenditures

Drafted by: Caroline S. Cheng, Miguel Santiago Oliveira, CTRLN

Cleared with and cc: Manush A. Hristov (LEGES)Siele Silue (EASIN)

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Attachment 1

THE1 WORLD BANK

DISBURSEMENTGUIDELINESFOR PROJECTS

MAY 2006

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WORLD BANK

DISBURSEMENT GUIDELINESFOR PROJECTS

LOAN DEPARTMENTMay 1, 2006

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Copyrighit. ii 2W6NIhe International Iank for Recostniction and Developteit/

I HE WORLD IANK1I1 I Street, N.W.WaShington. 1).C. 20133, U.S.A.

FirSt Printing: July 20tXM

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CONTENTS

Page

1. Purpose ........ 5

2. Disbursement Methods ............... 6

3. Withdrawal of Loan Proccvds ........ 6........6

4. Supporting Documentation Requirements ..... ......... 9

5. Designated Accounts... .......................... 0

6. Terms and Conditions Applicable to Advances .............. 12

7. Ineligible Expenditures ............ ............... 14

8. Refunds ............ 5...........................1

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Page 9 of 28

World BankDisbursement Guidelines

for ProjectsMay 1, 2006

1. Purpose

1.1 The purpose of these Guidelines is to set out the Bank's

procedures for disbursement of loan proee(Ls for projects.'Specifically, the Guidelines explain (a) the different, iethods

used by the Bank to disburse loan proceeds. (b) the require-ments for withdrawal from the Loan Account. (c) the typesof supporting documentation that the borrower may be re-quired to provide to demonstrate the use of loan proceeds

for eligible expeInditures, (d) t he eriteria for establishing des-

ignated accounts, (e) the terms and conditions applicable to

advancCs. (f) the types of actions that the Bank may takeif it determines that Ioan proceeds are not needed or have

been used for ineligible purposes, and (g) the consequence ofrefunds.

Iaiik" includes 1i1R ) and IDA: -oan" includt-s credit and grant: bor-rower" includes the borro,wer of an lil1tH) loan. IDA credit, or Project P1repa-rat on Irility advance and the recipient of a grant: and Loan Agreement"includes the agreement with the Bank providing for a credit. grant. or ad-vaneœ. Ihese Disbursenent Guidelines applv to all loans. credits. advance,unirder the Project Preparation F:acility, and grants fm.anced under the In-stitutional Devek>pinent lnd and Global Einvironmient I-acility unless oth-erwise provided in Operational Policy 10.0,1Gobal Enuronment FacihyOpt mtin (forthconming). These Guideline also apply to other recipient-

executed grants finwiced from trust funds uinless, exceptionaly., the terimsof the agreement with the donor make provision for different requirements.

'hey do not apply to Developuent Policv loans.

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2. Disbursement Methods

2.1 'I'he Bank establishes disbursement arraigemenlts for an op-eration in consultation with the xrrower aid taking intoconsideration, int r alia, an assessient of the horrower'sfimancial management andl procurement arrangements, the

procuirerient plan and (ash flow neies of the oixeration, andits disburseiieit expxrieice with the borrower.

2.2 'I'he Bank disburses )roc<-vis from the Loan Account estab-lished for each loan, to or on the order of the horrower, using

one or more of the disbursemeit inethods set forth below, asdeterinied by the Bank.

(a) Reimbursement: The Bank unay reimburse the bor-rower for expeiditures eligible for financing pursuanti tothe Loan Agreement ("eligible expenditiires-) that the

borrower has prefiiianced from its own resources.

(b) Advance: The Bank may advace loan procoe(s into

a designated account of the borrower to finance eligibleexpenditlres as they are incurred and for which sup-porting docuinits will be provided at a later date (see

section 5, "Designated Accounts").

(c) Direct Payment: 'I'he Bank nuay make payments. atthe x>rrower's reeIiiest. directly to a third party (e.g.,

supplier. contractor, consultant) for eligible expendi-tures.

(d) Special Commitment: The Bank niuy pay amounts

to a third party for eligible expenditures under special

commitments cutered into. in writing, at the horrower's

request and on terms and codiiditions agr<Id l)tweeii the

Bank and the borrower.

3. Withdrawal of Loan Proceeds

3.1 Authorized Signatures. Before loan procee(Is may bewithdrawn or committed from the Loan Account, the au-

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g b % 1i1- i ,g 1. 211

thorized representative of the borrower (as designated iii theLoan Agreement) must furnish to the Bank (a) the nale(s)of the official(s) autiorized to sign applications for with-drawal and applications for a special connnitnent (collec-tivelv. "Applications~). and (b) the authenticated speillensignature(s) of the official(s). Tlie borrower munst indicateelearly if inore than ore signature is required on Applica-tions and iuimst notify the Bank promptly of any changes insignature authority.

3.2 Applications. Applications imist be provided to the Bankin such form and include such information as the Bank mayreasonably request. Application forins are available onlinefrom the Client Connection Web site at http:.clientronnec-ton. ,orldbank. org or from the Bank upon request.

3.3 For withdrawal from the Loan Account for advances, theborrower should provide an original signed application forwithdrawal. For withldrawal from the Loan Account. for re-imbursemenits and direct payments and for reporting on thetise of advances. the borrower should provide an originalsigned application for withdrawal together witl one copy

of supporting documients (see section 1. -Supporting Docu-

mentation RequiremFents). For a special commiiitmnent fromthe Loan Account. the borrower should provide an originalsigned application for a special coimitment together witione copy of tlie let ter of credit. The Bank reserves the rightnot to accept or review duplicate copies of Applications and

supporting documents and nav at its diseretion return or

destroy the duplicates.

3.4 Electronic Delivery. The Bank imay autliorize the bor-rower to use electronfic means. in a manner and on terms

aid conditions specified by the Bank. to deliver Applications

and supporting documientation to the Bank. Applications

and supporting documientation delivered in acc-ordlance with

this subsection will be deemned to have been provided to theBank for the purposes of satisfying the re(quiremients of sub-sections 3.2 and 3.3 of these Guidelines.

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3.5 Minimum Value of A pplications. The Bank establishesa miniiuim valuc for Applications for reimbursement. direct

paymient, aid special comitment. Ile Bank reserves theright not tto accept Applications that are below sui mini-imnuill vallie.

3.6 Loan Disbursing Period. The Bank procsses Appli-

cations only after the Loai Agreeient has been declared

effective in accordance with the terns of the Loan Agre(-ient. The expeiditures for which the Applications are

made iist be:

(a) paid for (i) on or after the date of the Loan Agreemeiit,or (ii) in the case of operations that permit retroact,ive

financing, on or after the earlier date specified in the

Loai Agreemt for that purpose; and

(b) incurred on or before the closing date specified or re-

ferred to in the Loan Agreement ("-Closing Date"), ex-

cept as otherwise specifically agreed with the Bank.

3.7 The loaii disbursing period ends oni the firial date established

by the Bank for receipt by the Bank of applications for with-

drawal and supporting documnentation (the ")islbrsemnentDeadline Date"). The I)isbursement Deadline IDate may bethe same as the Closing Date. or iip to four ionths after the

Closing Date. Normnally. to support. orderly project comple-

tion atd closure of the Loai Account, the Bank does not ac-cept applications for wit hdrawal or supporting docmentation

received after the Disbursement Deadliie Date. The borrower

should promiptly inforim the Bank of any expected implemen-

tation delays or exceptional admninistrative issues before these

dates. The Bank notifies the borrower of any exception that,

the Bank may make to the I)isbursement Deadline Date.

3.8 Disbursement Conditions. If the Loan Agreement con-tains a disbursement conditioi for a specifie expendit ure cat-

egorv. the Bank will disburse loan proeeLs for that category

only after the disbursement contdition has been fulfifkxl and

the Bank has notifited the borrower to this effect.

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4. Supporting Documentation Requirements

4.1 The borrower provides supporting dociinentation to theBank to show that loan proceed(s have been or are beingused to finance eligible expenlitures.

4.2 For special conunitmients, the coniniercial bank provides itsconfirmatioti directly to the Bank that conditions for releaseof payments conunitted for withdrawal have been iiet.

4.3 Types of Supporting Documentation. The Bank re-

quires either (opies of the original dociments evidencingeligible expenditures ("IRecor(Is-) or sununary reports of ex-peii(liture ("Siumnary Reports-) in such form and substanceas the Bank may spxcify Records include such docimitsas inivoices and receipts. A Sununary Report may be either(a) the interim uin-audited fimancial report reqluired ulnderthe Loan Agreement ("Interim Financial Report") or (b)a statement of expenditure sinumarizing eligible expendi-hires paiid during a stated period ("Statement of Expendi-ture"). In all cases, the borrower is responsible for retainingthe original documents evidencing eligible expen(itures andmakiig them available for audit, or insixection.

4.4 The Baik determines the types of suipporting documentationthat the Ix)rrower should provide, taking into considerationthe disburseientt method used. The supporting documenta-tion may be the following:

(a) For applications for reimbursement: (i) InterimFinancial Reports. (ii) Statemnenuts of Expenditire. (iii)Records, or (iv) lecords required by the Bank for spe-cific expenditures and Statements of Expenditure for allother expenditures;

(b) For reporting on the use of advances: (i) InterimFinancial Reports. (ii) Statements of Expenditure. (iii)Records, or (iv) Records required by the Bank for six-cific exlpenditures and Statements of Expemiditure for allother exix-nitiures;

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(c) For applications for direct payments: Records;and

(d) Any other supporting docmiiinentation that thle Bankmay request by notice to the borrower.

4.5 Failure to Provide Audited Financial Statements. Ifthe borrower fails to provide any of the audited Finaiicial

Statements required in accordance with, and within the pe-riod of time specified in. the Loan Agreement. the Bank mayat its diseretion decide not to accept applications for with-

drawal supported by Summary Reports, even if such reports

are accompanied by Records.

5. Designated Accounts

5.1 The borrower may operi one or more designated ac(oniits

into which the Bank may. at the borrower's request, de-posit amounts withdrawn from the Loan Account for the

purpose of paying for eligible expenditures as they are in-

curred ("Designated Acount"). Before the Bank authorizesestal)lishiment of a Designated Account, the borrower mu1ist

have adequate admiiistrative capability. internal coiitrols.and accointiig and auditing proetdures to ensure effectiveise of thbe )esignated Account.

5.2 Te Bank may decide not to permit the use of Designated

Acecounts in new projects if the borrower has failed to re-

fmind iindlocmiin<itedl advaices in the )esignated Account of

any other loan to, or guaraintexl by. the borrower within

twoi months after the I)islbrsemeit )eadline Date for such

loan.

5.3 1Type of Designated Account. A Designated Account maybe established in one of the two ways set out below, as ap-

propriate for the operation concerned. as determined and

notified by the Bank.

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Page 15 of 28

(a) Segregated Account: this is an account of the lorrowerinto which onfly proceeds of the loai may be dePosited;or

(b) Pooled Account: this is an account of the borroweritto which the loan proceeds and proceeds of other fi-nancing for the operation (e.g., borrower resources and/or fmancing by other dIevelopiiient part ners) may be de-

posited.

5.4 Currency of the Designated Account. )esignated Ac-counts rnmst be in a currency acceptable to the Bank. Incountries that have a freelv convertilel(- currenv. )esignatedAccoits may be held iii the currenv of the borrower orany freely convertible currency. Tlie Bank may also agreeto local currency )esignated Accounts when. intr alia, the

couitry's currency (even if not freelv coinvertible) is stable

and the expenditures to be financed are primarily in lo-cal curreny. Tlie borrower bears all risks associated with

foreign exchange fluc tiat,ions between (a) the currency of

(enomination of the loan and that of the borrower's Desig-nated Account. and (b) the currency of denomination of the

borrower's )esignated Account and the currenv or curren-cies of project expenditures.

5.5 Financial Institution. )esignated Accounts imist beopened and maiitained in a financial institution accept-

able to the Bank on teris and conlditions acceptable to the

Banik. To be acceptable to the Bank. the financial institution

T)roos)(>sed by the borrower should generallv meet all the fol-lowing requirements:

(a) be fiaicially sound:

(b) be authorized to iaintain the )esignated Account in

lie currency agreed )etweenl the Bank and the bor-

rower;

(c) be audited regularly, and receive satisfactory audit re-ports;

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Page 16 of 28

(d) be able to execute a large inumber of transactions

promptly;

(e) be able to perform a wide range of banking services sat-isfactorily;

(f) be able to provide a detailed stateiment of the lesig-natel Account;

(g) be part of a satisfactory correspondeit banking network:and

(h) charge reasoiiable fees for its services.

5.6 The Bank reserves the right not to accept a financial insti-

tution for the openting and/or maintenance of a IsignatedAccount if such institutioi has asserted or asserts a claimto set off. seize. or attach the proceeds of any Bank loan on

deposit in a Designated Account iiaintainedA by it.

6. Terms and Conditions Applicable to Advances

6.1 Ceiling. The Bank notifis the borrower of the maximumamount of loan proceeds that iay be on deposit. in a Desig-iated Account (the "Ceiling"). The Bank. at its discretion.

may establish the Ceiling as either (a) a fixed amount, or (b)anl amount that is adjusted from time to timne (hring projectimplementation based on periodic forecasts of project cash

flow netxis.

6.2 Applications for Advances. hle lborrower may apply for

an advance inl an amount ill) to the Ceiling less the aggre-gate amount of those advances previoisly received by theborrower for which the borrower has not yet provided sup-

porting documentation. Normally, to support orderly closureof the Loan Account, the Bank does not advane loai pro-

ceeds into the Iesignated Account after the Closing Date.

6.3 J+equency of Reporting Eligible Expenditures Paidfrom the Designated Account. The borrower reports on

the use of loan proceeds advanced to t he Designated Account

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Page 17 of 28

at intervals specified by the Bank by notice to the borrower

(-1eporting Period"). The borrower should ensure that all

amouints deposited in the Designated Accoint are accolinted

for and their ise reorted prior to the Dislrsement Iead-

line Date. After this date, the borrower must refund to the

Bank any adva-nces still unaccounted for or remaining in the

)esignated Account.

6.4 Withholding Advances. The Bank is not required to make

any deposit into the Designated Account if:

(a) The Bank deteriiiNes that paynent of the deposit would

result in exceeding the Ceiling (see subsection 6.2. "Ap-

plications for Advances"):

(b) The Baunk is not satisfied that the borrower's planned

project expenditures justify the delsit. The Bank may.

by notice to the borrower. adjust the aiount it deposits

or withhold further deposits into the Designated Ac-

count unitil it is satisfied that the financial needs of the

projeet warrant further deposits;

(c) The borrower fails to take the action required pursuant

to the determninations imade by the Bank under subsec-

tions 7.1 and 7.2 of these Guidelines;

(d) The borrower fails to provide any of the audit.ed Finan-

cial Statenents required in accordance with, and withinl

the periol of time specified in. the Loan Agreement:

(e) The Bank determines that all furthier withdrawals of

loan proceedts should be made by the borrower directly

from the Loan Accouint; or

(f) The Bank has notified the borrower of its intention to

suspend in whole or in part the borrower's right to make

withdrawals from the Loan Accouit.

6.5 Ezcess Advances. If at anv time the Bank deterniines that

any amount deposited in the Designated Account will not be

required to cover further payments for eligible expenditures

('Excess AmountI), it may, at its discretion. require the

borrower to take one of the two actions listed below. Upon

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Page 18 of 28

notification by the Bank. the borrower nist promptly takethe action requested:

(a) Provide evidence satisfactory to the Bank witliln a pe-riod specified by the Bank that the Excess Amount will

be used to pav for eligible expenditures. If the evidenceis not firnished within the time period specified. theborrower muist prompftly reflind the Excess Amounlt, to

the Bank: or

(b) Refund the xcess Amoint, promptly.

7. Ineligible Expenditures

7.1 Ineligible Expenditures Generally. If the Bank deter-mines that anv amount of the loan was used to pay for anexpenditure that is not eligible pursuant to the Loaii Agree-

inent ("ineligible expenditure ). the Bank may. at its dis-cretion, require the borrower to take one of the two actionslisted below. Upon notification by the Bank, the borrower

miist promptly take the action requested:

(a) Refund an equivalent amount to the Bank; or

(b) Exceptionally. provide substitute doicunientation evi-

dencing other eligible expenditures.

7.2 Ineligible Expenditures Paid from the DesignatedAccount. If the Bank deterinincs that any pavinent out of

the Designated Account was not jistified by the evidencefurnished to the Bank or was made for an ineligible expen-diture. the Bank may. at its discretion., require the borrower

to take one of thje actions listed below. Uponl notificationby the Bank, the borrower must promptly take the action

requestedl:

(a) Provide the additional evidence requested by the Bank;

(b) Deposit an equivalent amount into the Designated Ac-

conillt

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(c) Refund ai equivalent amount to the Bank: or

(d) Exceptioially, provide suibstitute docmuentation evi-deicing other eligible expen(litres.

8. Refunds

8.1 Borrower Decision to Refund. ''he borrower may. uponinotice to the Bank. refund all or amy amouit of the loan ondeposit in the Designated Account to the Bank for credit tothe Loan Account.

8.2 Consequence of Refunds. The Hank shall determinewhether refunds made to the Hank in accordance with sec-tions 6 and 7 aid sibsection 8.1 of these DisbursementCuidelines will be credited to the Loan Account for sibse-

qient withdrawal or for cancellation. Borrowers should beaware that refunds of loan proceeds may result in swap ter-miiatiomi fees aid/or unwinding costs for amounts for which

the interest rate basis or currency has been convertedl or

liedged.

8.3 Other Obligations Unaffected by Refunds. Refunds ofamounts of the loan do not affect any remedies of the Bank

uinder the Loan Agreement.

15 2

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Attachment 2

[Letterhead]Ministry of Finance

[Street address][City] [Country]

[DATE]The World Bank26th Floor, One Global Place5th Avenue Corner 25th StreetBonifacio Global CityTaguig City, Philippines 1634

Attention: Mr. Motoo Konishi, Country Director

Re: IBRD Loan 7552-PH (National Roads Improvement and Management Program(Phase 2) Project)

Dear Mr. Konishi,

I refer to the Loan Agreement ("Agreement") between the International Bank forReconstruction and Development ("Bank") and the Republic of the Philippines ("Borrower"),dated , providing the above Loan. For the purposes of Section 2.03 of the GeneralConditions as defined in the Agreement, any 1 [one] of the persons whose authenticated specimensignatures appear below is authorized on behalf of the Borrower to sign Applications forwithdrawal and Applications for a special commitment under this Loan.

For the purpose of delivering Applications to the Bank, 2[each] of the persons whoseauthenticated specimen signatures appears below is authorized on behalf of the Borrower, acting3[individually] 4[jointly], to deliver Applications, and evidence in support thereof on the termsand conditions specified by the Bank.

5 [This confirms that the Borrower is authorizing such persons to accept SecureIdentification Credentials (SIDC) and to deliver the Applications and supporting documents to

1 Instruction to the Borrower: Stipulate if more than one person needs to sign Applications, and how many or which

positions, and if any thresholds apply. Please delete this footnote in final letter that is sent to the Bank

2 Instruction to the Borrower: Stipulate if more than one person needs to jointly sign Applications, if so, please

indicate the actual number. Please delete this footnote in final letter that is sent to the Bank.

Instruction to the Borrower: Use this bracket if any one of the authorized persons may sign; if this is not

applicable, please delete. Please delete this footnote in final letter that is sent to the Bank

4 Instruction to the Borrower: Use this bracket only if several individuals must jointly sign each Application; if this

is not applicable, please delete. Please delete this footnote in final letter that is sent to the Bank.

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the Bank by electronic means. In full recognition that the Bank shall rely upon suchrepresentations and warranties, including without limitation, the representations and warrantiescontained in the Terms and Conditions of Use ofSecure Identification Credentials in connectionwith Use of Electronic Means to Process Applications and Supporting Documentation ("Termsand Conditions of Use ofSIDC") the Borrower represents and warrants to the Bank that it willcause such persons to abide by those terms and conditions.]

This Authorization replaces and supersedes any Authorization currently in the Bankrecords with respect to this Agreement.

[Name], [position] Specimen Signature:

[Name], [position] Specimen Signature:

[Name], [position] Specimen Signature:

Yours truly,

/ signed /

Borrower's Representative

Instruction to the Borrower: Add this paragraph if the Borrower wishes to authorize the listed persons to acceptSecure Identification Credentials and to deliver Applications by electronic means; if this is not applicable, pleasedelete the paragraph. Please delete this footnote in final letter that is sent to the Bank.

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Attachment 3

Terms and Conditions of Use of Secure Identification Credentialsin connection with Use of Electronic Means

to Process Applications

and Supporting Documentation

March 1, 2013

The World Bank (Bank) 6 will provide secure identification credentials (SIDC) to permit theBorrower7 to deliver applications for withdrawal and applications for special commitments underthe Agreement(s) and supporting documentation (such applications and supportingdocumentation together referred to in these Terms and Conditions of Use as Applications) to theBank electronically, on the terms and conditions of use specified herein.

SIDC can be either: (a) hardware-based (Physical Token), or (b) software-based (Soft Token).The Bank reserves the right to determine which type of SIDC is most appropriate.

A. Identification of Users.

1. The Borrower will be required to identify in a completed Authorized Signatory Letter(ASL) duly delivered to and received by the Bank each person who will be authorized todeliver Applications. The Bank will provide SIDC to each person identified in the ASL(Signatory), as provided below. The Borrower shall also immediately notify the Bank ifa Signatory is no longer authorized by the Borrower to act as a Signatory.

2. Each Signatory must register as a user on the Bank's Client Connection (CC) website(https://clientconnection.worldbank.or) prior to receipt of his/her SIDC. Registration onCC will require that the Signatory establish a CC password (CC Password). TheSignatory shall not reveal his/her CC Password to anyone or store or record the CCPassword in written or other form. Upon registration as a CC user, the Signatory will beassigned a unique identifying account name.

B. Initialization of SIDC.

1. Prior to initialization of SIDC by a Signatory, the Signatory will acknowledge havingread, understood and agreed to be bound by these Terms and Conditions of Use.

2. Where a Physical Token is to be used, promptly upon receipt of the Physical Token, theSignatory will access CC using his/her account name and CC Password and registerhis/her Physical Token and set a personal identification number (PIN) to be used in

6 "Bank" includes IBRD and IDA.7 "Borrower" includes the borrower of an IBRD loan, IDA credit, or Project Preparation Facility advance and therecipient of a grant.

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connection with the use of his/her Physical Token, after which the Physical Token will beinitialized for use by the Signatory exclusively for purposes of delivering Applications.Where a Soft Token is to be used, the Signatory will access CC using his/her accountname and CC Password and set a personal identification number (PIN) to be used inconnection with the use of his/her Soft Token, after which the Soft Token will beinitialized for use by the Signatory exclusively for purposes of delivering Applications.Upon initialization of the SIDC, the Signatory will be a "SIDC User". The Bank willmaintain in its database a user account (Account) for each SIDC User for purposes ofmanaging the SIDC of the SIDC User. Neither the Borrower nor the SIDC User willhave any access to the Account.

3. Prior to first use of the SIDC by the SIDC User, the Borrower shall ensure that the SIDCUser has received training materials provided by the Bank in use of the SIDC.

C. Use of SIDC.

1. Use of the SIDC is strictly limited to use in the delivery of Applications by the SIDCUser in the manner prescribed by the Bank in the Agreement(s) and these Terms andConditions. Any other use of the SIDC is prohibited.

2. The Bank assumes no responsibility or liability whatsoever for any misuse of the SIDCby the SIDC User, other representatives of the Borrower, or third parties.

3. The Borrower undertakes to ensure, and represents and warrants to the Bank (suchrepresentation and warranty being expressly relied upon by the Bank in granting SIDC)that each SIDC User understands and will abide by, these Terms and Conditions of Use,including without limitation the following:

4. Security

4.1. The SIDC User shall not reveal his/her PIN to anyone or store or record the PIN inwritten or other form.

4.2. The SIDC User shall not allow anyone else to utilize his/her SIDC to deliver anApplication to the Bank.

4.3. The SIDC User shall always logout from CC when not using the system. Failure tologout properly can create a route into the system that is unprotected.

4.4. If the SIDC User believes a third party has learned his/her PIN or has lost his/herPhysical Token he/she shall immediately notify clientconnectionkworldbank.org.

4.5. The Borrower shall immediately notify the Bank atclientconnection(kworldbank.org of any lost, stolen or compromised SIDC, and takeother reasonable steps to ensure such SIDC are disabled immediately.

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5. Reservation of Right to Disable SIDC

5.1. The Borrower shall reserve the right to revoke the authorization of a SIDC User touse a SIDC for any reason.

5.2. The Bank reserves the right, in its sole discretion, to temporarily or permanentlydisable a SIDC, de-activate a SIDC User's Account or both.

6. Care of Physical Tokens

6.1. Physical Tokens will remain the property of the Bank.

6.2. The Bank will physically deliver a Physical Token to each Signatory designatedto receive one in a manner to be determined by and satisfactory to the Bank.

6.3. Physical Tokens contain delicate and sophisticated instrumentation and thereforeshould be handled with due care, and should not be immersed in liquids, exposed toextreme temperatures, crushed or bent. Also, Physical Tokens should be kept more thanfive (5) cm from devices that generate electromagnetic radiation (EMR), such as mobilephones, phone-enabled PDAs, smart phones and other similar devices. Physical Tokensshould be carried and stored separate from any EMR device. At close range (less than 5cm), these devices can output high levels of EMR that can interfere with the properoperation of electronic equipment, including the Physical Token.

6.4. Without derogating from these Terms and Conditions of Use, other technicalinstructions on the proper use and care of Physical Tokens are available athttp://www.rsa.com.

7. Replacement

7.1. Lost, damaged, compromised (in terms of 4.5, above) or destroyed PhysicalTokens will be replaced at the expense of the Borrower.

7.2. The Bank reserves the right, in its sole discretion, not to replace any PhysicalToken in the case of misuse, or not to reactivate a SIDC User's Account.

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Attachment 4

Payments Made during Reporting PeriodAgainst Contracts Subject to the World Bank's Prior Review

Date ofWB's No WB's Share ofObjection Amount Paid Amt Paid to

Contract Contract Contract to to Supplier SupplierNumber Supplier Date Amount Contract during Period during Period

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Attachment 5

Name 01 Pro 01 form lCSTATEMENT OF EXPENDITURE (501

1. .'enis.ad .4 4 the ø.s r.ecai Date__ ___________________n.

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(*1 C U pey'ee,M by bO V 0f I1.t er

Page 28 of 28