LOAN AGREEMENT

dated as of February 14, 2007

THIS LOAN AGREEMENT ("this Agreement") is made by and among:

(1) FIRST TELECOMMUNICATIONS OF THE PHILIPPINES, INC., a corporation

organized under the laws of the Philippines (the "Borrower"),

(2) the banks identified in Schedule I of this Agreement (the "Lenders"), and

(3) FAIR AND SQUARE BANKING CORPORATION, Trust Division, as agent for the
Lenders hereunder (in such capacity, the "Agent").

Preliminary Statement

(A) This Agreement sets forth the terms and conditions upon which the Lenders have agreed
to provide loans to the Borrower in the aggregate principal amount of US$20,000,000 in
order to finance the installation and upgrading of its nationwide synchronized digital
hierarchy ("SDH") telecommunications backbone in the Philippines.

(B) In order to induce the Lenders to provide such loans, the Borrower has agreed to grant to
the Lenders and the Agent a first mortgage on certain real property of the Borrower.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND OTHER TERMS

1.01 Principles of Construction

(a) Capitalized terms used in this Agreement but not otherwise defined shall have the
meanings set forth in Section 1.02.

(b) The headings in this Agreement are inserted for convenience of reference only and shall
not limit or affect the construction of the provisions hereof. Unless the context otherwise
requires, words denoting the singular number shall include the plural and vice versa.
Unless otherwise provided herein, all terms of accounting used herein shall be construed in
accordance with generally accepted accounting principles in effect in the Philippines on the
date applied. References to "Sections", "Schedules" or "Exhibits" are references to the
Sections of and Schedules and Exhibits to this Agreement.
(c) References in any Loan Document to any statute, law, decree or regulation shall be
construed as a reference to such statute, law, decree or regulation as reenacted,
redesignated, amended or extended from time to time, and reference in any Loan Document
to any document or agreement shall be deemed to include references of such document or
agreement as amended, varied, supplemented or replaced from time to time.

(d) References to any Person or Persons shall be construed as a reference to any permitted
successors or assigns of such Person or Persons.

1.02 Defined Terms

The following terms, when used in this Agreement, shall have the following meanings (terms
used in the singular to have a correlative meaning when used in the plural and vice versa):

"Advance" shall mean each advance by a Lender to the Borrower pursuant to Section 2.01 or, as
the context may require, the amount of such advance from time to time outstanding.

"Applicable Law" shall mean any statute, law, regulation, ordinance, rule, judgment, order,
decree, Governmental Approval, concession, grant, franchise, license, directive, guideline,
policy, requirement or other governmental restriction or any similar form of decision of, or
determination by, or any interpretation or administration of any of the foregoing by, any
Governmental Authority.

"Banking Day" shall mean a day on which commercial banks are not authorized or required to
close in the cities of Manila and Makati, Philippines.

"Borrowing" shall mean each borrowing pursuant to Section 2.02, consisting of simultaneous
Advances from the Lenders.

"Central Bank" shall mean the Bangko Sentral ng Pilipinas.

"Collateral" shall mean the mortgaged properties under the Mortgage.

"Commitment" shall mean, with respect to each Lender, the amount set opposite such Lender's
name in Schedule I, or as the context may require, the obligation of such Lender to lend up to
such amount in accordance with the terms of this Agreement.

"Commitment Period" shall mean the period commencing on the date hereof and ending on the
earliest of (i) June 30, 2007, (ii) the date the Commitments are fully availed of by the Borrower,
and (ii) the date on which the respective Commitments of the Lenders terminate in accordance
with the terms of this Agreement.

"Dollars" and the symbol "US$" shall mean the freely transferable currency of the United States
of America.

"Event of Default" shall mean any of the events specified in Section 8.01.
"Governmental Approval" shall mean any authorization, consent, approval, license, ruling,
permit, tariff, rate, certification, exemption, filing, variance, claim, order, judgment, decree,
publication, notices to, declarations of or with or registration by or with, any Governmental
Authority.

"Governmental Authority" shall mean any nation or government, any state or other political
subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to the government.

"Indebtedness" of any Person shall mean all obligations of such Person then outstanding for the
payment or repayment of money, including (i) all indebtedness of such Person for or in
connection with borrowed money or for the deferred purchase price of property or services or for
leases and similar arrangements (including, but not limited to, reimbursement obligations under
or in respect of any letter of credit or bank acceptance and the obligation to repay deposits with
or advances to such Person), (ii) all direct and indirect guarantees of such Person in respect of,
and all obligations (contingent or otherwise) of such Person to purchase or otherwise acquire, or
otherwise to assure a creditor against loss in respect of, all indebtedness of another Person, and
(iii) any liability having the benefit of a consensual Lien on any property owned by such Person
even though such Person has not assumed or is otherwise not liable for the payment thereof.

"Interest Payment Date" shall mean the last day of an Interest Period.

"Interest Period" shall mean each of the successive periods of six months into which is to be
divided the period between the date of the initial Borrowing and the last Repayment Date. Each
Interest Period shall end on the numerically corresponding day of each sixth month after the date
of the initial Borrowing (or if there is no day so corresponding in such month, such Interest
Period shall end on the last day of such month), provided, that (i) the first Interest Period with
respect to a Borrowing subsequent to the initial Borrowing shall commence on the date of such
subsequent Borrowing and shall end on the last day of the current Interest Period as established
above, and (ii) if any Interest Period would otherwise end on a day which is not a Banking Day,
such Interest Period shall be extended to the next succeeding day which is a Banking Day, unless
the result of such extension would be to carry such Interest Period over into another calendar
month, in which event such Interest Period shall end on the immediately preceding Banking Day.

"LIBOR" shall mean, with respect to each Interest Period, the London interbank offered rate for
six-month Dollar deposits as quoted by Reuter Monitor Money Rate Services at 11:00 a.m.,
London time, two London banking days prior to the first day of such Interest Period.

"Lien" shall mean, with respect to any Person, any lien, pledge, mortgage, charge, encumbrance,
title retention or other security or preferential arrangement (whether or not constituting a security
interest under any Applicable Law) on or with respect to any asset or revenue of such Person.

"Loan Documents" shall mean, collectively, this Agreement, the Mortgage, the Notes and any
other document required to be executed or delivered by the Borrower hereunder or pursuant
hereto.
"London banking day" shall mean a day on which transactions in Dollar deposits are carried on
in the London interbank market.

"Majority Lenders" shall mean the Lender or Lenders owed at any time more than 50% of the
aggregate Advances, or if no Advances are at the time outstanding, the Lender or Lenders having
Commitments which constitute more than 50% of the aggregate Commitments of all the Lenders.

"Margin" shall mean two and three-eighths percent (2-3/8%).

"month" shall mean the period commencing on a specified day in a calendar month and ending
on the numerically corresponding day in the relevant subsequent calendar month (or if there is no
day so corresponding in the calendar month in which such period ends, such period shall end on
the last day of such calendar month).

"Mortgage" shall mean the Mortgage Trust Indenture between the Borrower as mortgagor and
Fair and Square Banking Corporation, Trust Division, as trustee for the benefit of the Secured
Parties, the term and conditions of which are set out in Schedule III.

"Mortgage Supplement" shall mean the document in substantially in the form of Schedule 4 to
the Mortgage, to be executed and registered by the Borrower pursuant to the Mortgage.

"Notes" shall mean the promissory notes of the Borrower described in Section 2.03, each of
which shall be substantially in the form of Exhibit 2.

"Notice of Borrowing" shall mean a notice substantially in the form of Exhibit 1, duly completed
and executed by the Borrower.

"Person" shall mean an individual, corporation, partnership, joint venture, unincorporated

association, trust or other juridical entity, or any Governmental Authority.

"Pesos" and the symbol "P" shall mean the lawful currency of the Philippines.

"Project" shall mean the installation and upgrading of a nationwide SDH telecommunications
backbone in the Philippines.

"Repayment Date" shall mean each of the dates occurring 36, 42, 48, 54, 60, 66, 72, 78 and 84
months after the date of the initial Borrowing, provided, that each such date shall be adjusted to
coincide with the Interest Payment Date occurring in the same calendar month.

"Secured Obligations" shall mean all indebtedness, liabilities and obligations of the Borrower to
the Secured Parties under or pursuant to any of the Loan Documents.

"Secured Parties" shall mean, collectively, the Lenders and the Agent and their respective
successors and assigns.
"Taxes" shall mean, with respect to each Lender, any present or future taxes, levies, imposts,
stamp duties, filing or other fees and charges (including surcharges, penalties and interest with
respect thereto) imposed by any Governmental Authority on account of the transactions
contemplated by the Loan Documents, including the gross receipts tax imposed on such Lender
but excluding taxes on its overall net income.

"Termination" shall mean, with respect to this Agreement, the occurrence of all of the following:
(i) the payment in full of all obligations of the Borrower under the Loan Documents (other than
indemnity obligations that are not due and payable), and (ii) the termination in whole of the
Commitments of the Lenders hereunder.

SECTION 2. THE LOAN

2.01 Commitments

Each Lender severally agrees, upon the terms and subject to the conditions hereinafter set forth,
to make Advances in Dollars to the Borrower from time to time during the Commitment Period,
in an aggregate principal amount up to but not in excess of its Commitment.

2.02 Procedure for Borrowing

(a) The Borrower shall deliver a Notice of Borrowing to the Agent at least five Banking Days
(or such shorter period as may be agreed by the Agent, in consultation with the Majority
Lenders) prior to the date of any proposed Borrowing hereunder. Such Notice of
Borrowing, once delivered, shall be irrevocable and shall commit the Borrower to borrow
the amount stated therein on the proposed date of Borrowing. Each Borrowing of less than
the full undrawn amount of the aggregate Commitments shall not be less than
US$2,000,000 and shall be an integral multiple of US$500,000, and shall consist of
simultaneous Advances from the Lenders.

(b) Not later than the next Banking Day following receipt by the Agent of a Notice of
Borrowing, the Agent shall notify each Lender thereof and the amount to be advanced by
such Lender in connection therewith (which shall be in the proportion that their respective
Commitments bear to the aggregate Commitments). Subject to the fulfillment of all
applicable conditions set forth in Section 5, each Lender shall make available the amount of
its Advance to the Agent not later than 11:00 a.m. on the proposed date of Borrowing
specified in the Notice of Borrowing. Upon receipt of each such Advance, the Agent shall
make the amount of such Advance available to the Borrower by remitting the same to the
account specified by the Borrower in the Notice of Borrowing. The Borrower shall register
each Advance with the Central Bank.

(c) The failure of any Lender to make an Advance in accordance with its Commitment shall
not relieve the other Lenders of their several obligations to do so and shall not relieve the
Borrower of its obligations to the Lenders hereunder in respect of previous Advances, but
in such event no other Lender shall be liable for the obligations of such defaulting Lender
 or be obligated in any event to make an Advance on or in respect of any Borrowing in
excess of its pro rata share of the proposed amount of such Borrowing.

2.03 The Notes

The Advances by each Lender shall be evidenced by a Note, dated the date of the initial
Borrowing and payable to the order of such Lender in the amount of its Commitment.

2.04 Repayment

The Borrower shall repay the Loan for the pro rata account of each Lender in nine consecutive
semi-annual installments, one such installment being payable on a Repayment Date. Each of the
first eight principal installment shall be 1/12 of the Loan while the ninth such installment shall be
1/4 of the Loan.

2.05 Optional Prepayment

Provided that the Borrower is not in default in the payment of any sum due under any Loan
Document, the Borrower may at its option, and without penalty or premium, prepay the Loan in
part or in full on any Interest Payment Date, together with accrued interest thereon (and accrued
commitment fees, if any) to the date of prepayment, subject to the following conditions:

(a) the Borrower shall give the Agent written notice not less than 60 days prior to each
proposed prepayment, accompanied by evidence satisfactory to the Agent that all
necessary Governmental Approvals for such prepayment have been obtained;

(b) such notice of prepayment, once received by the Agent, shall be irrevocable and
binding on the Borrower;

(c) each partial prepayment shall be in the principal amount of US$5,000,000 or in an

integral multiple of US$500,000 in excess thereof, and shall be applied against the
repayment installments on the Advances in the inverse order of their maturity; and

(d) any amount prepaid may not be reborrowed hereunder.

2.06 Interest

(a) The Borrower shall pay interest on the unpaid principal amount of the Loan on each
Interest Payment Date for the Interest Period then ending at a rate per annum which is
equal to the LIBOR for such Interest Period plus the Margin. Such interest shall accrue,
with respect to each Interest Period, from and including the first day of such Interest Period
to but not including the last day of such Interest Period.

(b) In the event that on the date two London banking days prior to the first day of any Interest
Period, the Majority Lenders shall have determined (which determination shall be
conclusive and binding upon all parties hereto) that the LIBOR to be applied to the Loan
 during such Interest Period does not accurately reflect the cost to the Lenders of
maintaining their respective Advances for such Interest Period, the Agent shall give the
Borrower and each Lender prompt notice thereof, whereupon during the 30 days next
succeeding the giving of such notice, the Agent (in consultation with the Lenders) and the
Borrower shall negotiate in good faith in order to arrive at an alternative, mutually
acceptable basis for determining the interest rate to be applied to the Loan during such
Interest Period (the "Substitute Basis"). If within 30-day period, the Borrower and the
Agent shall agree upon a Substitute Basis, then such Substitute Basis, subject to the
approval of the Central Bank, shall be retroactive to and take effect from the beginning of
such Interest Period. If at the expiry of such 30-day period, the Borrower and the Agent
fail to agree upon, or the Central Bank fails to approve, such Substitute Basis, the Borrower
shall prepay the Loan in full (but not in part) within five Banking Days next succeeding
the expiring of such 30-day period, together with (i) accrued interest thereon at a rate per
annum equal to the cost to each Lender (as determined by such Lender in its sole
discretion) of funding the Advances of such Lender for the period from the first day of such
Interest Period to the date of prepayment plus the Margin, and (ii) all other amounts
payable to such Lender hereunder.

(c) Without prejudice to the provisions of Section 8, if the Borrower fails to make payment of
any amount payable by it hereunder when due (whether at the stated maturity, by
acceleration or otherwise), the Borrower shall pay interest on such past due and unpaid
amount from the due date until the date of payment in full (both before as well as after
judgment), at a rate per annum that is two percent (2%) above the current rate of interest
payable on the Loan pursuant to the preceding paragraph. In addition, the Borrower shall
indemnify each Lender against any loss or expense which it may sustain or incur as a direct
consequence of the default by the Borrower in payment of the principal amount of the
Advances of such Lender or interest thereon, including but not limited to any interest
payable by the Lender to lenders of funds borrowed by the Lender in order to maintain
such Advances. Each determination of any loss or expense by a Lender under this
paragraph (b) shall be conclusive in the absence of manifest error.

(d) All payments of interest pursuant to this Section 2.06 shall be computed on the basis of
year of 360 days for the actual number of days elapsed.

2.07 Payments

(a) Except as otherwise provided herein, all payments whatsoever by the Borrower hereunder
or under the Notes shall be made in Dollars in same-day funds at the office of the Agent,
not later than 11:00 a.m. on the day on which such payment shall become due. The Agent
shall, promptly and not later than the close of the Banking Day of the Agent's receipt of
such funds, distribute to each Lender in like currency and funds such Lender's ratable share
of all such payments received by the Agent for the account of the Lenders.

(b) Any payments made to the Agent hereunder for its own account or for the account of the
Lenders shall be applied first against costs, expenses and indemnities due hereunder (to the
extent the Agent has been notified that such amounts are due); then against fees due to any
 Lender hereunder; then against penalties and default interest, if any; then against interest
due on the Loan; and thereafter against the Loan then due and payable. If any payment is
insufficient to pay any such category in full, the Agent shall apply the payment receipt pro
rata on the basis of the amount due each party entitled to payment in such category.

(c) If any payment hereunder or under the Notes would otherwise be due on a day that is not a
Banking Day, such payment shall be made on the next succeeding day that is a Banking
Day, unless the result would be that such payment would be made in another calendar
month, in which event such payment shall be made on the first preceding day that is a
Banking Day.

2.08 Pro Rata Treatment

Each payment and prepayment of the Loan, and each payment of interest and penalty shall be
made pro rata among the Lenders in accordance with their respective Advances.

2.09 Sharing of Payments

Each Lender agrees that if it shall, through the exercise of a right of banker's lien, set-off or
similar right against the Borrower or on account of any voluntary payment by the Borrower,
obtain payment in respect of its Advances, as a result of which the outstanding portion of its
Advances is proportionately less than the unpaid portion of the Advances of any Lender, (i) it
shall immediately notify the Agent of such payment, (ii) it shall simultaneously purchase at par
from such Lender a participation in the Advances of such Lender, so that the outstanding
principal amount of the Advances of each Lender shall be in the same proportion to the
aggregate unpaid principal amount of all Advances then outstanding as the principal amount of
its Advances prior to such exercise of banker's lien, set-off, similar right or voluntary payment
was to the principal amount of all Advances outstanding prior to such exercise or payment, and
(iii) such other adjustments shall be made from time to time as shall be equitable to ensure that
all the Lenders share such payment pro rata.

2.10 Loan Account

The Agent shall open and maintain on its books a loan account in the Borrower's name showing
the Advances, prepayments, repayments, the payments of interest and other amounts due and
sums paid hereunder.

2.11 Payments Unconditional

It is expressly agreed that time is of the essence in this Agreement, and that the time for payment
of any amounts payable hereunder (whether of principal, interest, fees or otherwise) shall not be
affected or postponed on account of (i) any moratorium or "standstill" or similar suspension of
payment requested or imposed by the Central Bank or the Republic of the Philippines in respect
of the foreign currency indebtedness of any Philippine obligor, or (ii) any agreement or
arrangement entered into by the Central Bank or the Republic of the Philippines providing for
extension, rescheduling or other adjustment of the terms of payment of foreign currency
obligations of any Philippine obligor. If there are extraordinary events or governmental
impositions that will restrict the sourcing of Dollars by the Borrower or Dollars are unavailable
in the market, the Lenders may, at their option, require that the Borrower pay all amounts that are
then due in Pesos, computed at the rate determined by the Agent, and notified to the Borrower, to
be the arithmetic average of the respective rates of exchange quoted by each of the Lenders for
the purchase of Dollars with Pesos on the Banking Day next preceding the date of such payment.

2.12 Use of Proceeds

The Borrower agrees that the proceeds of the Loan will be used by the Borrower solely for the
financing of the Project.

SECTION 3. FUNDING AND YIELD PROTECTION

3.01 Taxes

All payments due to the Lenders, the Agent or the Trustee hereunder or under the Notes, whether
of principal, interest, penalties, fees or otherwise, shall be made without set-off or counterclaim,
and free and clear and without any deduction or withholding on account of any Taxes (including,
without limitation, the documentary stamp tax and the gross receipts tax payable in connection
herewith), all of which shall be for the account of the Borrower and paid to the relevant taxing or
other authority when due. If the Borrower shall be required by law to make any deduction or
withholding in respect of Taxes from any payment hereunder, the sum payable shall be increased
as will result in the receipt by the Lenders or the Agent after such deduction or withholding, of
the amount that would have been received if such deduction or withholding had not been
required.

3.02 Change in Circumstances

In the event that there shall hereafter occur any change in Applicable Law which shall increase
(i) the cost to a Lender of maintaining any reserves or special deposits against its Commitment or
Advances or (ii) any other cost of complying with any law, regulation or condition with respect
to such Commitment or Advances, and the result of any of the foregoing is to increase the cost to
such Lender of making or maintaining its Commitment or Advances or to reduce the amount of
any payment (whether of principal, interest or otherwise) receivable by such Lender hereunder,
then the Borrower shall pay or reimburse to such Lender such amount as will compensate it for
such additional cost or reduction of payment.

3.03 Funding Costs and Losses

The Borrower shall indemnify each Lender against any cost or loss in connection with the
unwinding or liquidating of any deposits, funding or financing arrangement that such Lender
may in good faith incur as a result of (i) any Advance not being made by such Lender due to the
failure of the Borrower to satisfy the applicable conditions specified in Section 7 on the proposed
date of any Borrowing, or (ii) any prepayment of the Advances of such Lender on a date that is
not an Interest Payment Date.

SECTION 4. FEES

4.01 Commitment Fee

The Borrower shall pay to the Lenders a commitment fee at the rate of one-half of one percent
(1/2%) per annum (computed on the basis of a year of 360 days and actual days elapsed) on the
daily undrawn portion of the aggregate Commitments from the date hereof until the last day of
the Commitment Period, payable on the date of the initial Borrowing and thereafter in arrears on
each relevant Interest Payment Date, with the final payment on the last day of the Commitment
Period.

4.02 Agency Fee

The Borrower shall pay to the Agent, for its services as Agent hereunder, an agency fee in such
amount and payable at such times as shall be separately agreed between the Borrower and the
Agent.

SECTION 5. REPRESENTATIONS AND WARRANTIES

5.01 Representations and Warranties

The Borrower represents and warrants to each Secured Party as follows:

(a) The Borrower is a corporation duly organized and validly existing and in good standing
under the laws of the Philippines, has its principal office at the address indicated in
Section 11.08 and is qualified to do business in every jurisdiction in which the nature of
the business conducted or proposed to be conducted by it makes such qualification
necessary.

(b) The Borrower has full legal right, power and authority to carry on its business as now
being or as proposed to be conducted, including with respect to the Project, to own its
properties and assets, to incur the obligations provided for in the Loan Documents, to
execute and deliver all documents contemplated thereunder, and to perform and
observe the terms and conditions of each thereof.

(c) All appropriate and necessary corporate and legal actions have been taken by the
Borrower to authorize the execution, delivery and performance of each Loan
Document.
(d) All Governmental Approvals necessary under any Applicable Law in connection with
(i) the due execution and delivery by the Borrower of, and the performance by it of its
obligations and exercise of its rights under, the Loan Documents, and (ii) the grant of
the Liens purported to be created pursuant to the Mortgage and the validity,
enforceability and perfection thereof, are set forth in Schedule II and on the date of the
initial Borrowing will be (except to the extent provided therein) duly obtained or made,
validly issued and in full force and effect.

(e) This Agreement constitutes, and each other Loan Document when executed and
delivered will constitute, the legal, valid and binding obligation of the Borrower
enforceable in accordance with its terms. The execution and delivery by the Borrower,
and performance by it of the terms of this Agreement and such other Loan Documents,
and its payment of all amounts due on the dates provided for herein and therein (i) will
not violate or contravene any Applicable Law which is applicable to the Borrower or
the Project, (ii) will not contravene with any provision of the Articles of Incorporation
or By-laws of the Borrower, (iii) will not conflict with or result in the breach of any
provision of, or in the imposition of any Lien or other preferential arrangement under,
any agreement or instrument to which it is a party or by which it or any of its properties
or assets is bound, and (iv) will not constitute a default or an event that, with the giving
of notice or the passing of time, or both, would constitute a default under any such
agreement or instrument.

(f) The obligations of the Borrower under this Agreement and the other Loan Documents
constitute and will constitute its direct and unconditional obligations, and rank or will
rank at all times at least pari passu in priority of payment and in all other respects with
all its other Indebtedness, other than Indebtedness in respect of which a statutory Lien
or preference is established solely by operation of law.

(g) There are no proceedings before any Governmental Authority pending or threatened
affecting the Borrower or the Project which would, if adversely determined, (i)
adversely affect the financial condition, business or operations of the Borrower or
impair its ability to pay, when due, any amounts due under this Agreement or any other
Loan Document, or (ii) enjoin the execution, delivery or performance, or the validity or
enforceability, of any of the Loan Documents.

(h) No event has occurred and is continuing or would result from the making of this
Agreement which constitutes an Event of Default, or which, upon a lapse of time or
giving of notice or both, would become an Event of Default.

(i) The audited financial statements of the Borrower as at December 31, 2006, and all
other information and other data furnished by it to the Lenders are complete and
correct. Such financial statements have been prepared in accordance with generally
accepted accounting principles in the Philippines consistently applied and accurately
and fairly present the financial condition and results of operations of the Borrower as of
the dates stated therein, and there are no liabilities, direct or indirect, fixed or
contingent, of the Borrower as of such dates that are not reflected therein or in the notes
 thereto. Since the dates of such financial statements, there has been no material adverse
change in the financial condition or results of operations of the Borrower.

(j) The Borrower is conducting its business and operations in compliance with all
Applicable Laws.

(k) The Borrower has filed true, complete and timely tax returns and duly paid and
discharged all taxes, assessments and other governmental charges levied upon or
against it, its properties, revenues and assets.

(l) The Borrower has, or prior to the date of the initial Borrowing will have, good, legal
and beneficial title to all the Collateral covered by the Mortgage (other than any future
Collateral described therein), free and clear of all Liens other than the Liens granted
under the Mortgage. The provisions of the Mortgage are effective to create, in favor of
the trustee (for the benefit of the Secured Parties), legal, valid and enforceable Liens on
all of the Collateral, and all necessary consents to the creation, effectiveness, priority
and enforcement of such Liens have been obtained.

(m) All information heretofore or hereafter given to the Lenders by the Borrower for and in
connection with the Project or this Agreement or pertaining to its financial condition,
business, operations, properties and assets are or will be, to the best knowledge of the
Borrower, true and correct in all material respects. There are no existing documents,
reports or agreements that have not been disclosed to the Lenders, which are material in
the context of the Project or the Loan Documents or which have the effect of varying
any thereof.

5.02 Survival of Representations and Warranties

Each of the representations and warranties set forth in Section 5.01 shall be deemed repeated on
the date of each Borrowing, and on the first day of each Interest Period as fully as if made on
each such date with respect to the circumstances of the Borrower existing at such time.

SECTION 6. COVENANTS

6.01 Affirmative Covenants

Until the Termination of this Agreement, the Borrower covenants and agrees that, unless the
Majority Lenders shall otherwise consent in writing:

(a) It shall punctually pay all amounts due under this Agreement at the times, on the dates
and in the places specified herein, and shall perform all of its other obligations,
undertakings and covenants under this Agreement.

(b) It shall maintain an accounting system in accordance with generally accepted

accounting principles in the Philippines consistently applied.
(c) As soon as available but not later than 120 days after the end of its fiscal year, it shall
deliver to each Secured Party a copy of its annual financial statements (including, at
least, its balance sheet, statements of income, statement of changes in stockholders'
equity and statement of sources and uses of funds for such fiscal year with related notes
specifying significant accounting practices and their impact on such financial
statements and with related schedules) as at and for the year ended, audited and
certified by an independent accountant acceptable to the Lenders, without material
exception or qualification, accompanied by a certificate of its principal financial officer
that (i) no Event of Default has occurred and is continuing, or (ii) such an Event of
Default has occurred and is continuing, in which event such certificate shall provide a
detailed description thereof and of the actions being undertaken by the Borrower to
remedy such Event of Default.

(d) As soon as available but not later than 60 days after the end of each of the first, second
and third quarters of each of the fiscal years of the Borrower, it shall deliver to each
Secured Party a copy of comparable unaudited financial statements for such quarterly
period, which shall be certified as having been prepared in accordance with generally
accepted accounting principles in the Philippines by its principal financial officer, who
shall certify that at the date of such certificate the Borrower has performed all its
covenants hereunder, and (i) no Event of Default has occurred and is continuing or (ii)
such an Event of Default has occurred and is continuing, in which event such certificate
shall provide a detailed description thereof and of the actions being undertaken by the
Borrower to remedy such Event of Default.

(e) It shall pay all its Indebtedness and shall perform all contractual obligations promptly
pursuant to agreements to which it is a party or by which it is bound.

(f) It shall maintain and preserve its corporate existence, rights, franchises and privileges
in good standing under and in compliance with all Applicable Laws, and shall maintain
the present character of its business. It shall conduct its business in compliance with all
Applicable Laws binding on it, its operations and its properties and assets. It shall
maintain its properties and assets in good repair, working order and condition.

(g) It shall obtain and maintain in force (or, where appropriate, promptly renew) all
Governmental Approvals necessary to enable it to perform its obligations under this
Agreement and under any other Loan Document, and to carry out the Project. It shall
perform, observe and comply with all the provisions, conditions and restrictions
contained in, or imposed on the Borrower by, any such Governmental Approvals.

(h) It shall take all reasonable steps to obtain and make available for the Project the funds,
facilities and other resources which are required, in addition to the proceeds of the
Loan, for the carrying out of the Project and the proper operation and maintenance of
the facilities installed in connection with the Project, including, if necessary, making
capital funding calls on the Borrower's shareholders.
(i) It shall permit the designated representatives of any Secured Party to visit and inspect
the site of the Project and any premises where the business of the Borrower is
conducted, and to examine and, at the Borrower's expense, make copies of its books of
accounts and records, all at reasonable times and upon reasonable notice by such
Secured Party to the Borrower.

(j) It shall promptly execute and deliver to the Agent such additional agreements and
instruments as each such Person may reasonably require from time to time to perfect
and confer unto the Secured Parties all of their rights, powers and remedies provided
under the Loan Documents.

(k) It shall furnish to the Agent from time to time with reasonable promptness such
additional statements or information with respect to the financial condition, business,
operations, property and assets of the Borrower pertinent to the Project and this
Agreement, which such Agent may reasonably request.

(l) It shall duly pay and discharge all taxes, assessments and charges of whatsoever nature
levied upon or against it, or against its properties, revenues and assets prior to the date
on which penalties attach thereto, unless and to the extent only that the same shall be
contested in good faith and by appropriate legal proceedings.

(m) It shall promptly give written notice to the Agent of (i) any litigation involving or
affecting it where the amount involved is at least P10,000,000 or its equivalent in any
other currency; (ii) any dispute that may exist between it and any Governmental
Authority which may materially and adversely affect its financial condition, business or
operations; (iii) any proposal by any Governmental Authority to acquire its business,
properties or assets; (iv) any Event of Default or any event which, upon a lapse of time
or giving of notice or both, would become an Event of Default; and (v) any other matter
which has resulted or might result in a material adverse change in its financial
condition, business or operations.

(n) It shall provide the Agent with current information on the operations and investments of
the Borrower which the Agent may from time to time reasonably request.

(o) It shall ensure that the ratio of its Long-term Debt to Tangible Net Worth at no time
exceeds 1.25 to 1. For purposes of this paragraph, "Long-term Debt" means all
Indebtedness of the Borrower that matures by its terms more than one year from the
date on which any calculation with respect thereto is made or that matures by its terms
within one year from such date but is unconditionally renewable or extendable at the
Borrower's option to a date more than one year from such date or that arises under any
revolving note issuance, credit or similar agreement pursuant to which the Borrower is
entitled to make drawings for a period ending more than one year after such date. On
the other hand, "Tangible Net Worth" means the aggregate of (i) the par or stated values
of all outstanding capital stock of the Borrower, (ii) premium on such stock, (iii) capital
surplus, (iv) retained earnings (both appropriated and unappropriated), (v) any appraisal
surplus resulting from an independent certified reappraisal of property and equipment,
 effected in accordance with generally accepted accounting principles in the Philippines,
consistently applied, and (vi) any reserve for expansion and replacement costs, less any
intangible assets including, but not limited to, goodwill, trademarks, patents,
copyrights, leaseholds, treasury stock, organization expenses, and deferred expenses.

6.02 Negative Covenants

Until the Termination of this Agreement, the Borrower covenants and agrees that, unless the
Majority Lenders shall otherwise consent in writing:

(a) It shall not make or permit any material change in the character of its business from that
being carried on at the date hereof.

(b) It shall not create, assume, incur, permit or suffer to exist, any Lien upon or with respect
to any of its properties or assets, whether now owned or hereafter acquired, or upon or
with respect to any right to receive income, now or hereafter existing, without making
effective provision, and it hereby agrees that in any such case it will make or cause to be
made effective provision satisfactory to the Lenders, whereby its Indebtedness and other
obligations hereunder are directly secured by such Lien equally and ratably upon the
same properties or assets with any and all other obligations and Indebtedness thereby
secured, provided, that this Section 6.02(b) shall not apply to (i) the Liens under the
Mortgage, (ii) Liens in existence on the date of this Agreement and previously disclosed
to the Lenders in writing prior to the date hereof, (iii) Liens for taxes, assessments or
governmental charges on properties or assets of the Borrower if the same shall not at the
time be delinquent or thereafter can be paid without penalty, (iv) Liens imposed or
arising solely by operation of law (other than any statutory preference or priority under
Article 2244(14) of the Civil Code of the Philippines, as the same may be amended from
time to time), such as carriers', warehousemen's and mechanics' Liens and other similar
Liens arising in the ordinary course of business, (v) Liens arising out of workmen's
compensation laws, pension or other social security legislation, and (vi) Liens on
properties or assets acquired after the date hereof, which Liens were in existence prior to
or created at the time of such acquisition solely to secure the purchase price of such
properties or assets or the financing of such purchase price.

(c) It shall not purchase or otherwise acquire any capital stock or other equity interest in, or
obligations or other securities of, or make any capital contribution to, or otherwise invest
in, any Person, except (i) short-term cash investments, and (ii) capital investments
unrelated to the Project not exceeding P5,000,000.

(d) It shall not declare or pay any dividends or make any distribution to its shareholders if (i)
such declaration, payment or distribution will result in or lead to a default in the payment
of any principal, interest or commitment charge payable under any loan documents of the
Borrower, or (ii) such declaration, payment or distribution shall adversely affect the
Borrower's capacity to comply with its obligations under any Loan Document when they
fall due, or (iii) there are judgments involving sums of money which will materially
 affect the Borrower or any of its assets, or (iv) an Event of Default, or any event which
with notice or lapse of time or both would constitute an Event of Default, has occurred.

(e) It shall not sell, alienate, lease or otherwise dispose of all or substantially all of its
business, properties and assets, or consolidate or merge with any other corporation,
except where the Borrower is the surviving entity and such consolidation or merger does
not have a negative impact on the net worth of the Borrower at the time of such
consolidation or merger.

(f) It shall not extend loans, advances or subsidies to its directors, officers and stockholders
or other Persons, except for loans and advances to its officers and employees constituting
part of their compensation benefits.

(g) It shall not assume, guarantee, endorse or otherwise become directly or contingently
liable (including, without limitation, liable by way of agreement, contingent or otherwise,
to purchase, to use facilities, to provide funds for payment, to supply funds to or
otherwise invest in the debtor or otherwise to assure the debtor against loss) for or in
connection with Indebtedness of other Persons, except endorsements of checks for
collection in the ordinary course of business.

(h) It shall not permit the ratio of its current assets to current liabilities to be less than 1 to
1.25.

(i) It shall not enter into any profit-sharing, joint venture or royalty agreement or other
similar arrangement whereby its income or profits are, or may be, shared with any other
Person, nor enter into any management contract or similar arrangement which would in
any way materially and adversely affect the Borrower's ability to perform its obligations
hereunder.

(j) It shall not incur or obtain any loan having a maturity exceeding one year, which when
aggregated with other such loans then outstanding (other than the Loan) will exceed
P50,000,000 or its equivalent in any other currency.

(k) It shall not acquire or purchase the business, or the property or assets, of any Person,
other than in the ordinary course of business.

SECTION 7. CONDITIONS OF BORROWING

7.01 Conditions of Each Borrowing

The obligation of each Lender to make its Advance on the date of any Borrowing hereunder shall
be subject to the fulfillment of the following conditions:

(a) The Agent shall have received the timely Notice of Borrowing referred to in Section
2.02.
 (b) The Borrower shall be in compliance with all terms and provisions set forth in this
Agreement on its part to be observed or performed (including, without limitation, its
obligation to pay all fees provided in Section 4), and no Event of Default or any event
which with due notice or lapse of time or both would become an Event of Default shall
have occurred and be continuing.

(c) The representations and warranties of the Borrower contained in Section 5.01 or
otherwise set forth in any other part of this Agreement or in any certificate issued by
the Borrower pursuant hereto or otherwise in connection herewith shall be true and
correct on the date of such Borrowing as if made on and as of such date, and the Agent
shall have received a Borrowing Certificate duly executed by the Borrower and dated
the date of such Borrowing, substantially in the form of Exhibit 3.

7.02 Conditions of Initial Borrowing

In addition to the conditions precedent specified in Section 7.01, the obligation of each Lender to
make its Advance on the date of the initial Borrowing hereunder shall be subject to the
fulfillment, to the satisfaction of the Lenders and their counsel, of each of the following
conditions:

(a) The Agent shall have received, at least five Banking Days prior to the date of the initial
Borrowing, the following, each in form and substance satisfactory to the Lenders and
their counsel and in sufficient copies for each Secured Party:

(1) a certificate of the Corporate Secretary or appropriate officer of the Borrower

certifying (i) the resolutions of the Borrower's Board of Directors authorizing the
execution, delivery and performance of the Loan Documents and all other
documents contemplated hereunder, (ii) the authority, name, title and specimen
signature of each Person authorized for and on behalf of the Borrower to execute
the Loan Documents and other documents, and (iii) such other matters as shall
reasonably be requested by the Lenders and their counsel;

(2) copies, certified by the Corporate Secretary of the Borrower, of the Certificate of
Registration issued to the Borrower by the Securities and Exchange Commission,
together with the Articles of Incorporation and By-laws of the Borrower, each as
amended to date;

(3) evidence of the completion of all requirements of registration and filing of the
Mortgage under any Applicable Law and all other actions as may be necessary or,
in the opinion of the Lenders, desirable to perfect or protect the Lien created
thereby;

(4) a continuing corporate guarantee from First Telecommunications Holdings

Corporation in favor of the Secured Parties, substantially in the form of Exhibit 4;
 (5) copies of all Governmental Approvals listed in Schedule II, certified by the
Borrower as true, complete and correct, and in full force and effect;

(6) evidence satisfactory to the Lenders that all documentary stamp taxes payable in
connection with the execution and delivery of this Agreement have been paid in
full by or on behalf of the Borrower;

(7) the favorable opinion of Diaz & Associates, Philippine counsel to the Borrower,
dated not earlier than three Banking Days prior to the date of the initial
Borrowing, in substantially the form of Exhibit 5, and as to such other matters as
the Lenders may reasonably require; and

(8) the favorable opinion of SyCip Salazar Hernandez & Gatmaitan, special
Philippine counsel to the Lenders and the Agent, dated as of the date of the initial
Borrowing, in substantially the form of Exhibit 6, and as to such other matters as
the Lenders may reasonably request.

(b) The Agent shall have received, for the account of the Lenders, payment of the accrued
commitment fee provided in Section 4.

SECTION 8. EVENTS OF DEFAULT

8.01 Events of Default

Each of the following events shall constitute an Event of Default hereunder:

(a) The Borrower defaults in the payment when due of any amount payable under this
Agreement or any other Loan Document.

(b) Any representation or warranty made by the Borrower in this Agreement or any other
Loan Document, or in any agreement, document, certificate or opinion executed, issued
or rendered in connection herewith, shall be found to have been incorrect or inaccurate
in any material respect as of the time that it was made or deemed to have been made.

(c) The Borrower defaults in the performance of any of its obligations under this
Agreement (other than by reason of clause (a) above) or under any other Loan
Document and such default is not remediable, or if remediable, shall continue
unremedied for a period of 30 days after notice thereof shall have been given to the
Borrower by any Secured Party.

(d) It becomes unlawful for the Borrower to perform or comply with any of its obligations
under any Loan Document, or such Loan Document ceases to be a legal, valid and
binding obligation of the Borrower.
(e) Any Governmental Approval now or hereafter necessary to enable the Borrower to
comply with its obligations under the Loan Documents and to carry out the Project
shall be cancelled, suspended, revoked, withdrawn, withheld, terminated, or restricted
in a manner prejudicial to the interests of the Secured Parties.

(f) The Borrower fails to pay money due under any other agreement or document
evidencing, securing, guaranteeing or otherwise relating to Indebtedness of the
Borrower, or there occurs any other event of default or breach on the part of the
Borrower under any such agreement or document, the effect of which is to accelerate or
to permit the acceleration of the maturity of such Indebtedness.

(g) Any arbitration award, judgment or decree for money damages or for a fine or penalty
in an amount exceeding P50,000,000 or its equivalent in any other currency is rendered
against the Borrower and is not paid and discharged, dismissed, appealed against or
stayed within 30 days from date of such award, decree or judgment.

(h) There shall have been entered against the Borrower a decree or order by a court or any
other judicial or quasi-judicial body adjudging the Borrower bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Borrower under any Applicable Law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Borrower or of any part of its property or other assets, or ordering the
winding up or liquidation of its affairs; or the institution by the Borrower of
proceedings to be adjudicated bankrupt or insolvent, or the consent by it to the
institution of bankruptcy or insolvency proceedings against it, or the filing by it of a
petition for suspension of payments or otherwise seeking reorganization or relief under
any Applicable Law, or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Borrower or of any part of its property, or the making by it of an
assignment for the benefit of its creditors generally, or the admission by it in writing of
its inability to pay its debts generally as they become due; or any other event shall have
occurred which under any Applicable Law would have an effect analogous to any of
those events listed above in this subsection.

(i) Any Governmental Authority or other Person authorized by law to acquire property by
eminent domain takes any action to condemn, seize, requisition, nationalize,
expropriate or otherwise appropriate all or any substantial part of the property or other
assets of the Borrower or of its capital stock, or to assume custody or control of such
property or other assets or of the business or operations of the Borrower or of its capital
stock, or to cause the dissolution or disestablishment of the Borrower, or takes any
other action that would prevent the Borrower or its officers from carrying on its
business or operations or a substantial part thereof.

(j) Any Governmental Approval necessary to enable the Borrower to continue its present
business or to operate the Project shall be cancelled, revoked, suspended, withdrawn,
 withheld, terminated or restricted, or the free and continued use and exercise thereof
shall be curtailed or prevented.

(k) The Borrower shall have defaulted in the payment of any taxes, or any taxes,
assessments or governmental charges levied upon or against it or against its properties,
revenues and assets by the date on which penalties attach thereto.

(l) There shall have occurred a change in the ownership, financial condition, business,
operations or property and assets of the Borrower (including, without limitation,
excessive losses due to unnecessary investments or permitting earnings before interest
and taxes to fall below a level which would be necessary to service the interest expense
on present and future loan obligations) which, in the opinion of the Majority Lenders,
materially and adversely affects the ability of the Borrower to perform its obligations
under any Loan Document.

(m) Any portion of the Collateral is substantially impaired, in the reasonable determination
of the Majority Lenders, and this shall have a material adverse effect on the Borrower's
ability to meet its obligations under the Loan Documents.

8.02 Declaration of Default

If an Event of Default shall have occurred, then at any time thereafter, if any such event shall
then be continuing, the Agent, upon the written direction of the Majority Lenders shall, by
written notice to the Borrower, (i) declare all Commitments to be terminated, whereupon the
obligation of the Lenders to make or maintain the Advances hereunder shall forthwith terminate,
and (ii) declare the entire unpaid principal amount of the Loan, all interest accrued and unpaid
thereon and all other amounts payable hereunder to be forthwith due and payable, whereupon the
same shall become immediately due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the Borrower.

8.03 Remedies upon Declaration of Default

If the Agent, in accordance with Section 8.02, shall have declared all Commitments terminated
and all amounts payable by the Borrower hereunder to be forthwith due and payable, then the
Lenders may take such action and exercise such remedies as they deem appropriate in order to
protect and enforce their rights under the Loan Documents, including the right to foreclose upon
the Collateral pursuant to the Mortgage, and to take such other action and exercise such other
and further remedies as are provided under any of the Loan Documents or under any Applicable
Law.

SECTION 9. MORTGAGE

The timely payment, discharge, observance and performance of the Secured Obligations, and the
faithful performance and observance by the Borrower of the covenants contained in this
Agreement, are secured by the Mortgage the terms and conditions of which are set out in
Schedule III.

SECTION 10. THE AGENT

10.01 Appointment

Each Lender hereby appoints the Agent to act as its agent as herein specified and irrevocably
authorizes the Agent to take such action on its behalf under the provisions of this Agreement, to
exercise such powers hereunder as are specifically delegated to the Agent and such powers as are
reasonably incidental thereto. In performing its functions and duties hereunder, the Agent shall
act solely as the agent of the Lenders and does not assume and shall not be deemed to have
assumed any obligations towards or relationship of agency or trust with or for the Borrower. The
Agent may perform any of its duties hereunder by or through its agents or employees.

10.02 Majority Lenders

The Agent shall to the extent practicable under the circumstances consult with each Lender prior
to taking action on behalf of the Lenders hereunder. The Agent shall not take any action
contrary to the written direction of the Majority Lenders and shall take any lawful action in
accordance with the provisions of this Agreement prescribed in a written direction of the
Majority Lenders. The Agent may decline to take any action except upon the written direction of
the Majority Lenders and the Agent may obtain a ratification by the Majority Lenders of any
action taken by it under this Agreement. In each case the Agent shall have no liability to the
Borrower or any of the Lenders for any action taken by it upon the direction of the Majority
Lenders or if ratified by the Majority Lenders, nor shall the Agent have any liability for any
failure to act unless the Agent has been instructed to act by the Majority Lenders. The action of
the Majority Lenders shall in each case bind all the Lenders, except in respect of those matters
provided herein which require the concurrence of all the Lenders. Notwithstanding anything
herein to the contrary, the Agent need not take any action on behalf of the Lenders unless and
until it is indemnified to its satisfaction for any and all consequences of such action.

10.03 Reimbursement for Expenses

Each Lender agrees pro rata in accordance with its aggregate Advances to reimburse the Agent
for its own account for all expenses incurred by the Agent only insofar as such expenses are not
reimbursed by the Borrower as required pursuant to Section 11.12.

10.04 Liability and Loan Appraisal

Neither the Agent nor any of its officers, directors, employees or agents, shall be liable for any
action taken or omitted by them hereunder, or in connection herewith, except for its or their gross
negligence or willful misconduct. The Agent shall not be responsible for any recitals,
statements, representations, warranties or omissions herein or in the information supplied by the
Borrower or for the authorization, execution, effectiveness, genuineness, validity or enforcea-
bility of any Loan Document or any other document executed or required in connection
therewith, or be required (except upon the written direction of the Majority Lenders) to make any
inquiry concerning the performance or observance by the Borrower of any of the terms,
provisions or conditions of any Loan Document. Each Lender represents and warrants to the
Agent that it has independently and without reliance on the Agent made its own credit
investigation and appraisal of the financial condition and affairs of the Borrower on the basis of
such documents and information as it has deemed appropriate and that it has entered into this
Agreement on the basis of such independent appraisal, and each Lender represents and warrants
that it shall continue to make its own credit appraisal without reliance on the Agent. The
Lenders agree to indemnify and hold the Agent harmless from and against any and all liabilities,
damages, penalties, judgments, suits, expenses and other costs of any kind or nature against the
Agent in respect of its obligations hereunder, except for its gross negligence or willful
misconduct.

10.05 Reliance by Agent

The Agent shall be entitled to rely upon any communication or document believed by it to be
genuine and correct and to have been signed, sent or made by the proper person or persons and to
act upon the advice of legal counsel and other experts selected by it concerning all matters
pertaining to this Agreement and its duties hereunder, and shall not be liable to any of the other
parties hereto for any of the consequences of such reliance. The Agent may rely for the purposes
of giving of notice or the disbursement of funds on the name and address of each Lender
contained herein.

10.06 Other Banking Transactions

The Agent or any of its affiliates may, without liability to account, engage in any kind of
banking, trust or other business with the Borrower as if it were not such Agent or affiliate. In
addition, the Agent shall be entitled to receive from the Borrower a portion of any fee in
connection with this transaction without any liability to account therefor to any of the other
Lenders except as the Agent may have expressly agreed.

10.07 Notices and Determination by the Agent

The Agent shall notify each Lender of all notices served by the Borrower within one Business
Day from receipt thereof. Determination of amounts of interest, default interest and other sums
due hereunder contained in notices from the Agent shall be conclusive and binding on the
Borrower and each Lender, absent manifest error in computation or transmission. The Agent
shall promptly furnish to each Lender copies of notices, reports, financial statements and other
documents submitted by the Borrower to the Agent.

10.08 Successor Agent

Subject to the appointment and acceptance of a successor Agent as provided below, the Agent
may resign at any time by giving written notice thereof to each Lender and the Borrower, and the
Agent may be removed at any time with or without cause by the Majority Lenders. Upon any
such resignation or removal, the Majority Lenders shall have the right to appoint a successor
Agent to be chosen from among the Lenders. If no successor Agent shall have accepted such
appointment within 30 days after the retiring Agent's giving notice of resignation or the Majority
Lender's removal of the retiring Agent, then the retiring Agent, on behalf of the Lenders and with
the prior consent of the Borrower, may appoint a successor Agent, which shall be a domestic
commercial bank (or a financial institution which is affiliated with a commercial bank). Upon
the acceptance of any appointment as Agent hereunder by a successor Agent, such successor
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the
provisions of this Section 10 shall continue in effect for its benefit in respect of any actions taken
or omitted to be taken by it while it was acting as the Agent hereunder.

SECTION 11. MISCELLANEOUS

11.01 Waiver, Cumulative Rights

No failure or delay on the part of any Secured Party in exercising any right, power or remedy
accruing to each of them upon any breach or default of the Borrower under this Agreement shall
impair any such right, power or remedy nor shall it be construed as a waiver of any such breach
or default thereafter occurring, nor shall a waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring, nor shall any single or
partial exercise of any such right or power preclude any other or further exercise thereof or the
exercise of any other right or power hereunder. All remedies, either under this Agreement or by
law or otherwise afforded the Secured Parties shall be cumulative and not alternative. No notice
to or demand on the Borrower in any case shall entitle it to any other or further notice or demand
in similar or other circumstances.

11.02 Amendments

Subject to any other requirement as may be specified herein, the written consent of the Majority
Lenders shall be required for an amendment or any waiver of the provisions of this Agreement,
provided, that the unanimous written consent of all the Lenders shall be required for any
amendment or waiver (i) extending the maturity of any Advance, increasing or reducing the
Commitment of any Lender, or materially modifying any other terms of this Agreement directly
affecting payments by the Borrower hereunder, (ii) reducing the percentage or number of
Lenders required to take any action hereunder, or (iii) in any other way changing the provisions
of this Section 11.02.

11.03 Venue for Suit

The Borrower irrevocably agrees that any legal action, suit or proceeding arising out of or
relating to this Agreement may be instituted, at the option of the Secured Party concerned, in any
competent court in Metro Manila, and by the execution and delivery of this Agreement, the
Borrower submits to and accepts with regard to any such action or proceeding for itself and in
respect of its properties or assets, generally and unconditionally, the non-exclusive jurisdiction of
any such court. The Borrower hereby waives any objection which it may now or hereafter have
to the laying of the venue of any such action, suit or proceeding, and further waives any claim
that any such suit, action or proceeding has been brought in an inconvenient forum. The
foregoing, however, shall not limit or be construed to limit the rights of any Secured Party to
commence proceedings or to obtain execution of judgment against the Borrower in any venue or
jurisdiction where assets of the Borrower may be found.

11.04 Governing Law

This Agreement shall be governed in all respects, including validity, construction, performance
and effect, by the laws of the Philippines.

11.05 Severability of Provisions

If any one or more of the provisions contained in this Agreement or any document executed in
connection herewith shall be invalid, illegal or unenforceable under any Applicable Law, the
validity, legality and enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired.

11.06 Assignment

This Agreement shall be binding upon and shall be enforceable against the Borrower, the
Lenders, and the Agent and their respective successors and assigns, except that the Borrower
shall not have the right to transfer its rights or obligations hereunder without the prior written
consent of the Lenders. An assignment by a Lender of all or a part of its rights and obligations
hereunder shall be effective and binding on the Borrower only when the Borrower receives
written notice of such assignment, together with a copy of the instrument effecting such
assignment, duly executed by such Lender and its assignee. Upon any transfer, assignment or
subparticipation by a Lender, the transferee, assignee or subparticipant shall be entitled, to the
extent of the interest transferred, to the benefit of the indemnities, reimbursements and rights of
set-off of a Lender pursuant to the provisions of this Agreement as fully as if a party hereto. The
acts of any Lender or the failure of a Lender to act hereunder shall in all circumstances be
conclusive and binding on any transferee, assignee or subparticipant of such Lender's interest
hereunder.

11.07 Entire Agreement

This Agreement and the documents referred to herein, and such other documents as may be
executed by the parties contemporaneously herewith or subsequently pursuant hereto, constitute
the entire agreement of the parties with respect to the subject matter hereof and shall supersede
any prior expressions of intent or understanding with respect to this transaction.

11.08 Notices
All communications and notices provided for hereunder shall be in writing and shall be
personally delivered or transmitted by telefax as follows:

To the Borrower: 117 Paseo de Roxas

Makati City, Metro Manila

Attention: President

Telefax No.: 817-7762

To the Agent: 101 Ayala Avenue

Makati City, Metro Manila

Attention: President

Telefax No.: 817-6643

and to the Lenders at the addresses set forth in Schedule I. Except as otherwise specified herein,
all notices shall be deemed duly given on the date of receipt. Any party may change its address
for purposes hereof by written notice to the Agent.

11.09 Set-Off

Each Lender shall have the right, to the extent permitted by Applicable Law, to apply amounts
on deposit or account with it or any of its branches, subsidiaries or affiliates in reduction of
amounts past due hereunder. Nothing contained herein shall obligate any Lender to apply
amounts past due hereunder against amounts due to such Lender in respect of any other
transaction. Nothing contained herein shall impair the Borrower's right to apply amount due
from any Lender to the Borrower in respect of any other transaction against amounts past due
hereunder to such Lender.

11.10 Interests Several

The obligations of the Secured Parties are several, and nothing in this Agreement shall be
deemed to create a partnership or joint venture among any of the Lenders or any of the Lenders
or the Agent.

11.11 Liability for Taxes

The Borrower agrees to pay any Taxes imposed on or with regard to the execution,
formalization, notarization, registration or perfection of this Agreement or any other
documentation contemplated hereunder or delivered pursuant hereto. In the event that the
Borrower fails to pay, and any Secured Party is required by any Governmental Authority to pay,
any such Taxes, the Borrower shall, upon demand, reimburse such Secured Party for such Taxes
paid.
11.12 Fees and Expenses

(a) The Borrower shall pay all costs and expenses, including reasonable fees and expenses of
counsel, in connection with the preparation, negotiation, execution, delivery and
administration of this Agreement and any other document or instrument required to be
executed in relation hereto, as well as costs and expenses, if any, in connection with the
registration, notation and amendment hereof and thereof and the issue of any consents or
waivers in connection herewith and therewith, and any and all fees, stamps and other taxes,
and to save the Secured Parties from any and all liabilities with respect to or resulting from
any delay or omission to pay such taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of this Agreement and all other
documents or instruments related hereto. All such costs and expenses shall be paid or
reimbursed by the Borrower to the Agent within five days from the Borrower's receipt of
billings therefor from the Agent.

(b) The Borrower shall also reimburse the Lenders and the Agent on demand for all expenses
incurred by them, including reasonable expenses and fees of counsel, (i) in connection with
the enforcement and administration of any Loan Document from and after the occurrence
of an Event of Default, or (ii) with respect to any action which may be instituted by any
person against any Lender or the Agent in respect of any of the foregoing or as a result of
any transaction, action or non-action arising from the foregoing, except when such action
cannot be attributed to the fault or negligence of the Borrower. Such expenses shall be
reimbursed whether or not any Lender or the Agent gives notice of such Event of Default
or demands acceleration of the Loan or takes other action to enforce the provisions of any
Loan Document, unless the Lenders waive the Event of Default and in such waiver
specifically waive reimbursement of administration and enforcement expenses resulting
from such waived Event of Default.

11.13 Waiver of Notarial Preference

The parties hereto acknowledge and confirm that (i) the notarization of this Agreement is
intended solely for the purpose of complying with the requirements of the laws of the Republic
of the Philippines with respect to the formalization of the Mortgage and (ii) notwithstanding such
notarization, the parties hereto do not intend to constitute and transform this Agreement into a
public instrument for any other purpose. Accordingly, to the extent such notarization shall have
the effect of giving the Secured Obligations the preference or priority accorded to public
instruments under Article 2242(14) of the Civil Code of the Philippines, each of the Lenders
hereby unconditionally waives the benefit of such preference or priority.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective duly authorized officers as of the date first above written.

Borrower: FIRST TELECOMMUNICATIONS OF

 THE PHILIPPINES, INC.

By: ______________________________
Name:
Title:

Lenders: ___________________________________
___________________________________
___________________________________

Agent: FAIR AND SQUARE BANKING

CORPORATION, TRUST DIVISION

By: ____________________________
Name:
Title:
 28

SIGNED IN THE PRESENCE OF:

______________________________ ___________________________

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in Makati City, personally appeared:

Community Tax Date/Place

Name Certificate No. Issued

known to me and by me known to be the same persons who executed the foregoing Loan
Agreement, acknowledged to me that the same is their free and voluntary act and deed and that
of the corporations they represent.

The said Agreement consists of 45 pages, including the pages of the Exhibits and Schedules
thereto and this page on which this Acknowledgment is written, signed by the parties and their
instrumental witnesses on the signature pages and on the left margin of each and every page of
Schedule III by the parties thereto and the said witnesses.

IN WITNESS WHEREOF, I have hereunto subscribed by name and affixed my seal this 14 th day
of February, 2007 at the place written above.

Doc. No. 201;

Page No. 15;
Book No. III;
Series of 2007.
 29

EXHIBIT 1

Form of Notice of Borrowing

[Letterhead of Borrower]

____________________, 2007

[Names and addresses

of Lenders]

Through: Fair and Square Banking Corporation

as Agent

Gentlemen:

FIRST TELECOMMUNICATIONS OF THE PHILIPPINES, INC. (the "Borrower")

hereby gives notice, in accordance with Section 2.02 of the Loan Agreement dated February 14,
2007 (the "Agreement"), of the Borrower's intent to borrow thereunder and requests that a
Borrowing be made on ____________, 2007 in the amount of US$____________. All sums
advanced to the Borrower pursuant to this notice shall be credited/ remitted to Account No.
______________ of the Borrower at ____________________.

The Borrower hereby certifies and confirms to you that:

(a) as of the date hereof, no Event of Default, or any event which with due notice or
lapse of time or both, would constitute an Event of Default has occurred and is continuing;

(b) all the representations and warranties contained in the Agreement or in any
certificate issued by the Borrower pursuant thereto or otherwise in connection therewith remain
true and correct as of the date of this notice as if made on and as of such date; and

(c) all applicable conditions precedent specified in Section 7 of the Agreement have
been met.

The terms used herein shall have the meanings ascribed to them in the Agreement.

FIRST TELECOMMUNICATIONS OF THE

PHILIPPINES, INC.

By: ________________________
Name:
Title:
 30

EXHIBIT 2

Form of Promissory Note

PROMISSORY NOTE

US$ _________________ _________________, 2007

FOR VALUE RECEIVED, FIRST TELECOMMUNICATIONS OF THE

PHILIPPINES, INC., a corporation duly organized and validly existing under the laws of the
Philippines (the "Borrower"), hereby promises to pay to ____________________ (the "Lender")
the principal sum of __________________ (or such lesser amount as shall equal the aggregate
unpaid principal amount of the Advances made by the Lender to the Borrower under the
Agreement referred to below), in Dollars and in immediately available funds, on the dates and in
the principal amounts provided in the Agreement, and to pay interest on the unpaid principal
amount of each such Advance to the account specified in the Agreement, in like money and
funds, for the period commencing on the date of such Advance until such Advance shall be paid
in full, at the rates per annum and on the dates provided in the Agreement.

The Lender is hereby authorized by the Borrower to endorse on the schedule attached to
this Promissory Note (or any continuation thereof) the amount of, and the duration of each
Interest Period (if applicable) for, each Advance made by the Lender to the Borrower under the
Agreement, the date such Advance is made and the amount of each payment or prepayment of
principal of such Advance received by the Lender; provided that any failure by the Lender to
make any such endorsement or any error therein shall not affect the obligations of the Borrower
hereunder or under the Agreement in respect of such Advance.

This Promissory Note is one of the Notes referred to in the Loan Agreement dated as of
February 14, 2007 (as amended, modified and supplemented and in effect from time to time, the
"Agreement") between the Borrower, the Lenders named therein (including the Lender) and Fair
and Square Banking Corporation as Agent for the Lenders. Terms defined in the Agreement are
used herein as defined therein.

The Agreement provides for the acceleration of the maturity of this Promissory Note
upon the occurrence of certain events and for prepayments of Advances upon the terms and
conditions specified therein.
 31

This Promissory Note shall be governed by and construed in accordance with the law of
the Philippines.

FIRST TELECOMMUNICATIONS OF THE

PHILIPPINES, INC.

By: _______________________________
Name:
Title:
 32

SCHEDULE TO
PROMISSORY NOTE

This Promissory Note evidences Advances made under the within described Agreement,
in the principal amount and on the dates set forth below, subject to the payments or prepayments
of principal set forth below:

Principal Amount Principal Amount Balance

Date Made of Advance Interest Period Paid or Prepaid Outstanding
 33

EXHIBIT 3

FORM OF BORROWING CERTIFICATE

[Letterhead of the Borrower]

[Date of Borrowing]

[Names and Addresses

of Lenders]

Through: Fair and Square Banking Corporation

as Agent

Gentlemen:

FIRST TELECOMMUNICATIONS OF THE PHILIPPINES, INC. (the "Borrower")

does hereby certify in connection with the Loan Agreement dated February 14, 2007 (the
"Agreement") among the Borrower, the Lenders named therein and Fair and Square Banking
Corporation as Agent for the Lenders, that, as of the date hereof:

1. no Event of Default or any other event which with due notice or lapse of time, or both,
has occurred and is continuing;

2. all the representations and warranties of the Borrower contained in the Agreement remain
true and correct;

3. all of the covenants of the Borrower set forth in the Agreement have been fully met and
performed; and

4. all remaining conditions precedent specified in Section 7 of the Agreement have been
satisfied and all documents heretofore delivered by or on behalf of the Borrower as conditions
precedent continue in full force and effect.

Terms not defined herein have the meanings set forth in the Agreement.

FIRST TELECOMMUNICATIONS OF THE

PHILIPPINES, INC.

By: _____________________________
Name:
Title:
 34

EXHIBIT 4

Form of Guarantee
 35

EXHIBIT 5

Form of Opinion of Philippine Counsel

to the Borrower

[Letterhead of Diaz & Associates]

[Date]

[Names and addresses

of Lenders]

Gentlemen:

This opinion is furnished to each of you pursuant to Section 7.02(a)(7) of the Loan
Agreement dated February 14, 2007 (the "Agreement"), among First Telecommunications of the
Philippines, Inc. (the "Borrower"), the Lenders named therein and Fair and Square Banking
Corporation as the Agent. Unless otherwise defined herein, terms defined in the Agreement are
used herein as therein defined.

We are the Philippine counsel of the Borrower and have acted as such in connection with
the preparation, execution and delivery of, and satisfaction of the conditions precedent to the
making of Advances under, the Agreement.

In connection herewith, we have examined the Constitution, laws and regulations of the
Republic of the Philippines, the originals or copies, photocopied, certified or otherwise identified
to our satisfaction, of all such corporate and official records of the Borrower and of all such
official records, regulations, certificates, rulings and orders of officials and agencies of the
Government of the Republic of the Philippines, certificates of officials and other representatives
of the Borrower, and of all such other agreements, documents and matters as we have considered
necessary or desirable for the opinions hereinafter expressed including, without limitation, the
following documents:

(a) the fully executed Agreement, including the Schedules and Exhibits attached
thereto;

(b) the form of the Promissory Note attached as Exhibit 2 to the Agreement;

(c) the Articles of Incorporation and By-laws of the Borrower and its franchise, each
as amended to date;

(d) the resolutions adopted at the meeting of the Board of Directors of the Borrower
held on ____________, 2007, authorizing the execution, delivery and performance of each of the
Loan Documents and the transactions contemplated thereby and establishing the authority of the
persons to execute the Loan Documents on behalf of the Borrower and any other documents and
certificates contemplated thereby;
 36

(e) the certificate of ____________, Secretary of the Borrower, dated ___________,

2007, in respect of the incumbency and specimen signature of each person (i) who is authorized
to execute on its behalf the Loan Documents and (ii) who will, until replaced by other persons
duly authorized for the purpose, act as the representative of the Borrower for the purpose of
executing documents ancillary to or in connection with the Loan Documents and the transactions
contemplated thereby;

(f) certified copies of [specify Philippine governmental approvals]; [and]

(g) evidence of payment of the fees and all costs and expenses payable or
reimbursable pursuant to Sections 4 and 11.12 of the Agreement.

[Specify other documents]

In such examination, except those relating to the Borrower, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to us as copies
thereof, and we have found nothing to indicate that such assumptions are not fully justified. As
to any other matters or fact material to the opinions expressed herein, we have relied upon
certificates of officers and other representatives of the Borrower.

Based upon and subject to the foregoing, we are of the opinion that:

1. The Borrower is a corporation duly organized and validly existing and in good standing
under the laws of the Philippines, has its principal office at the address indicated in Section 11.08
of the Agreement and is qualified to do business in every jurisdiction in which the nature of the
business conducted or proposed to be conducted by it makes such qualification necessary.

2. The Borrower has full legal right, power and authority to carry on its business as now
being or as proposed to be conducted, including with respect to the Project, to own its properties
and assets, to incur the obligations provided for in the Loan Documents, to execute and deliver
all documents contemplated thereunder, and to perform and observe the terms and conditions of
each thereof.

3. All appropriate and necessary corporate and legal action have been taken by the
Borrower to authorize the execution, delivery and performance of each Loan Document.

4. All Governmental Approvals necessary under any Applicable Law in connection with (i)
the due execution and delivery by the Borrower of, and the performance by it of its obligations
and exercise of its rights under, the Loan Documents, (ii) the grant of the Liens purported to be
created pursuant to the Mortgage and the validity, enforceability and perfection thereof, are set
forth in Schedule II to the Agreement and on the date of the initial Borrowing have been (except
to the extent provided therein) duly obtained or made, validly issued and in full force and effect.
 37

5. The Agreement constitutes, and each other Loan Document when executed and delivered
will constitute, the legal, valid and binding obligation of the Borrower enforceable in accordance
with its terms subject to applicable bankruptcy, insolvency or other similar laws of general
application relating to or affecting creditors' rights generally, and to general principles of equity.
The execution and delivery by the Borrower, and performance by it of the terms of the
Agreement and such other Loan Documents, and its payment of all amounts due on the dates
provided for therein (i) will not violate or contravene any Applicable Law which is applicable to
the Borrower or the Project, (ii) will not contravene with any provision of the Articles of
Incorporation or By-laws of the Borrower, (iii) will not conflict with or result in the breach of
any provision of, or in the imposition of any Lien or other preferential arrangement under, any
agreement or instrument to which it is a party or by which it or any of its properties or assets is
bound, and (iv) will not constitute a default or an event that, with the giving of notice or the
passing of time, or both, would constitute a default under any such agreement or instrument.

6. The obligations of the Borrower under the Agreement and the other Loan Documents
constitute and will constitute its direct and unconditional obligations, and rank or will rank at all
times at least pari passu in priority of payment and in all other respects with all its other
Indebtedness, other than Indebtedness in respect of which a statutory Lien or preference is
established solely by operation of law.

7. There are no proceedings before any Governmental Authority pending or threatened

affecting the Borrower or the Project which would, if adversely determined, (i) adversely affect
the financial condition, business or operations of the Borrower or impair its ability to pay, when
due, any amounts due under the Agreement or any other Loan Document, or (ii) enjoin the
execution, delivery or performance, or the validity or enforceability, of any of the Loan
Documents.

8. No event has occurred and is continuing or would result from the making of the
Agreement which constitutes an Event of Default, or which, upon a lapse of time or giving of
notice or both, would become an Event of Default.

9. The Borrower is conducting its business and operations in compliance with all Applicable
Laws.

10. The Borrower has filed true, complete and timely tax returns and duly paid and
discharged all taxes, assessments and other governmental charges levied upon or against it, its
properties, revenues and assets.

11. The Borrower has good, legal and beneficial title to all the Collateral covered by the
Mortgage (other than any future Collateral described therein), free and clear of all Liens other
than the Liens granted under the Mortgage. The provisions of the Mortgage are effective to
create, in favor of the Secured Parties, legal, valid and enforceable Liens on all of the Collateral,
and all necessary consents to the creation, effectiveness, priority and enforcement of such Liens
have been obtained.
 38

12. All information heretofore or hereafter given to the Lenders by the Borrower for and in
connection with the Project or this Agreement or pertaining to its financial condition, business,
operations, properties and assets are or will be, to the best knowledge of the Borrower, true and
correct in all material respects. There are no existing documents , reports or agreements that
have not been disclosed to the Lenders, which are material in the context of the Project or the
Loan Documents or which have the effect of varying any thereof.

Very truly yours,

DIAZ & ASSOCIATES

By: _______________________
Partner
 39

EXHIBIT 6

Form of Opinion of Philippine Counsel

to the Lenders and the Agent

[Letterhead of SyCip Salazar Hernandez & Gatmaitan]

[Date]

[Names and addresses

of the Lenders]

Gentlemen:

We have acted as your counsel in connection with the preparation, execution and delivery
of the Loan Agreement dated February 14, 2007 (the "Agreement") among First
Telecommunications of the Philippines, Inc. (the "Borrower"), the Lenders named therein and
Fair and Square Banking Corporation as Agent, upon the terms and conditions of which the
Lenders have agreed to lend to the Borrower up to the aggregate principal amount of
US$20,000,000. This opinion is delivered pursuant to Section 7.02 (a)(8) of the Agreement. All
terms used herein and defined in the Agreement shall have the respective meanings assigned to
them in the Agreement.

For purposes of this opinion, we have examined an executed copy of the Agreement and
the originals or copies, photocopied, certified or otherwise identified to our satisfaction of the
documents described in the Schedule of Documents attached to this opinion.

In giving this opinion, we have assumed in relation to the documents referred to above,
that:

(1) the signatures or initials on the originals of each of such documents are genuine;

(2) all such documents submitted to us as copies conform to the originals;

(3) all matters of fact stated in such documents are true and correct; and

(4) all such documents executed by the Lenders and the Agent have been executed
and delivered pursuant to due authorization.
 40

Based upon the foregoing, we confirm that all requirements of Philippine law in
connection with the due authorization, execution and delivery of the Loan Documents have been
complied with.

We further confirm that the documents referred to above and submitted by the Borrower
pursuant to Section 7 of the Agreement are in satisfactory legal form and are substantially
responsive to the requirements of that Section as conditions precedent to the making of the initial
Borrowing to the Borrower.

Very truly yours,

SYCIP SALAZAR HERNANDEZ & GATMAITAN

By: _________________________________
Partner
 41

Schedule I

Lenders and Commitments

Lenders Commitments

___________________ US$ _________________

[Address
Fax No.]

___________________ US$ _________________

[Address
Fax No.]

___________________ US$ _________________

[Address
Fax No.]
US$20,000,000
===========
 42

Schedule II

List of Governmental Approvals

 43

Schedule III

Terms and Conditions of the Mortgage