RULES OF PROCEDURE ON CORPORATE REHABILITATION (2008) 2008 Dec 2 En Banc A.M. NO.

00-8-10-SC RESOLUTION Acting on the recommendation of The Subcommittee on Special Rules for Special Commercial Courts, submitting for the consideration and appro al of the Court the proposed !Rules of "rocedure on Corporate Rehabilitation #$%%&',( the Court Resol ed to A""RO)E the same* The Rule shall ta+e effect on ,anuar- ./, $%%0 follo1ing its publication in t1o #$' ne1spapers of general circulation* 2ecember $, $%%&* RE3NATO S* "UNO Chief ,ustice LEONAR2O A* 4UISU56IN7 Associate ,ustice CONSUELO 3NARES8SANTIA7O Associate ,ustice ANTONIO T* CAR"IO Associate ,ustice 5A* ALICIA AUSTRIA85ARTINE9 Associate ,ustice RENATO C* CORONA Associate ,ustice CONC:ITA CAR"IO 5ORALES Associate ,ustice A2OL;O S* A9CUNA Associate ,ustice 2ANTE O* TIN7A Associate ,ustice 5INITA )* C:ICO8NA9ARIO Associate ,ustice "RES6ITERO ,* )ELASCO, ,R* Associate ,ustice ANTONIO E2UAR2O 6* NAC:URA Associate ,ustice TERESITA ,* LEONAR2O 2E CASTRO Associate ,ustice

RU6EN T* RE3ES Associate ,ustice ARTURO 2* 6RION Associate ,ustice

RULE . CO)ERA7E SECTION .* Scope*<These Rules shall appl- to petitions for rehabilitation of corporations, partnerships and associations pursuant to "residential 2ecree No* 0%$8A, as amended* SEC* $* Applicabilit- to Rehabilitation Cases Transferred from the Securities and E=change Commission* <Cases for rehabilitation transferred from the Securities and E=change Commission to the Regional Trial Courts pursuant to Republic Act No* &>00, other1ise +no1n as The Securities Regulation Code, shall li+e1ise be go erned b- these Rules* RULE $ 2E;INITION O; TER5S AN2 CONSTRUCTION SEC* .* 2efinition of Terms*<;or purposes of these Rules? !Administrati e E=penses( shall refer to #a' reasonable and necessar- e=penses that are incurred in connection 1ith the filing of the petition@ #b' e=penses incurred in the ordinar- course of business after the issuance of the sta- order, e=cluding interest pa-able to the creditors for loans and credit accommodations e=isting at the time of the issuance of the sta- order@ and #c' other e=penses that are authoriAed under these Rules* !Affida it of 7eneral ;inancial Condition( shall refer to a erified statement on the general financial condition of the debtor reBuired in Section $, Rule C of these Rules* !Affiliate( is a corporation that directl- or indirectl-, through one or more intermediaries, is controlled b-, or is under the common control of another corporation, 1hich thereb- becomes its parent corporation* !Asset( is an-thing of alue that can be in the form of mone-, such as cash at the ban+ or amounts o1ed@ fi=ed assets such as propert- or eBuipment@ or intangibles including intellectual propert-, the boo+ alue of 1hich is sho1n in the last three audited financial statements immediatelC preceding the filing of the petition* In case the debtor is less than three -ears in operation, it is sufficient that the boo+ alue is based on the audited financial statementDs for the t1o -ears or -ear immediatelpreceding the filing of the petition, as the case ma- be* !6oard of 2irectors( shall include the e=ecuti e committee or the management of a partnership or association* !Claim( shall include all claims or demands of 1hate er nature or character against a debtor or its propert-, 1hether for mone- or other1ise* !Control( is the po1er of a parent corporation to direct or go ern the financial and operating policies of an enterprise so as to obtain benefits from its acti ities* Control is presumed to e=ist 1hen the parent o1ns, directl- or indirectl- through subsidiaries, more than oneEhalf #.D$' of the oting po1er of an enterprise unless, in e=ceptional circumstances, it can clearl- be demonstrated that such o1nership does not constitute control*

Control also e=ists e en 1hen the parent o1ns one8half #.D$' or less of the oting po1er of an enterprise 1hen there is po1er? #a' O er more than one8half #.D$' of the oting rights b- irtue of an agreement 1ith in estors@ #b' To direct or go ern the financial and operating policies of the enterprise under a statute or an agreement@ #c' To appoint or remo e the maForit- of the members of the board of directors or eBui alent go erning bod-@ or #d' To cast the maForit- otes at meetings of the board of directors or eBui alent go erning bod-* !Creditor( shall mean an- holder of a Claim* !Court( shall refer to the proper Regional Trial Court designated to hear and decide the cases contemplated under these Rules* !2a-s( shall refer to calendar da-s unless other1ise pro ided in these Rules* !2ebtor( shall mean an- corporation, partnership or association or a group of companies, 1hether super ised or regulated b- the Securities and E=change Commission or other go ernment agencies, on 1hose behalf a petition for rehabilitation has been filed under these Rules* !;oreign court( means a Fudicial or other authorit- competent to control or super ise a foreign proceeding* !;oreign proceeding( means a collecti e Fudicial or administrati e proceeding in a foreign State, including an interim proceeding, pursuant to a la1 relating to insol enc- in 1hich proceeding the assets and affairs of the debtor are subFect to control or super ision b- a foreign court, for the purpose of rehabilitation or re8 organiAation* !;oreign representati e( means a person or entit-, including one appointed on an interim basis, authoriAed in a foreign proceeding to administer the reorganiAation or rehabilitation of the debtor or to act as a representati e of the foreign proceeding* !7roup of companies( refers to, and can co er onl-, corporations that are financiall- related to one another as parent corporations, subsidiaries and affiliates* Ghen the petition co ers a group of companies, all reference under these Rules to !debtor( shall include and appl- to the group of companies* !Liabilities( shall refer to monetar- claims against the debtor, including stoc+holderHs ad ances that ha e been recorded in the debtorHs audited financial statements as ad ances for future subscriptions* !"arent( is a corporation 1hich has control o er another corporation directl- or indirectl- through one or more intermediaries* !Rehabilitation( shall mean the restoration of the debtor to a position of successful operation and sol enc-, if it is sho1n that its continuance of operation is economicall- feasible and its creditors can reco er b- 1aof the present alue of pa-ments proFected in the plan, more if the corporation continues as a going concern than if it is immediatel- liBuidated* !Secured claim( shall refer to an- claim 1hose pa-ment or fulfillment is secured b- contract or b- la1, including an- claim or credit enumerated under Articles $$C. and $$C$ of the Ci il Code and Article ..%, as amended, of the Labor Code of the "hilippines*

!Subsidiar-( means a corporation more than fift- percent #I%J' of the oting stoc+ of 1hich is o1ned or controlled directl- or indirectl- through one or more intermediaries b- another corporation, 1hich therebbecomes its parent corporation* !Unsecured claim( shall mean an- claim other than a secured claim* SEC* $* Construction*<These Rules shall be liberall- construed to carr- out the obFecti es of Sections I#d', /#c' and /#d' of "residential 2ecree No* 0%$8A, as amended, and to assist the parties in obtaining a Fust, e=peditious and ine=pensi e determination of cases* Ghere applicable, the Rules of Court shall applsuppletoril- to proceedings under these Rules*

RULE K 7ENERAL "RO)ISIONS SEC* .* Nature of "roceedings*<An- proceeding initiated under these Rules shall be considered in rem* ,urisdiction o er all persons affected b- the proceedings shall be considered as acBuired upon publication of the notice of the commencement of the proceedings in an- ne1spaper of general circulation in the "hilippines in the manner prescribed b- these Rules* The proceedings shall also be summar- and non8ad ersarial in nature* The follo1ing pleadings are prohibited? #a' 5otion to dismiss@ #b' 5otion for a bill of particulars@ #c' "etition for relief@ #d' 5otion for e=tension@ #e' 5otion for postponement@ #f' Third8part- complaint@ #g' Inter ention@ #h' 5otion to hear affirmati e defenses@ and #i' An- pleading or motion 1hich is similar to or of li+e effect as an- of the foregoing* An- pleading, motion, opposition, defense or claim filed b- an- interested part- shall be supported berified statements that the affiant has read the same and that the factual allegations therein are true and correct of his personal +no1ledge or based on authentic records, and shall contain as anne=es such documents as ma- be deemed b- the part- submitting the same as supporti e of the allegations in the affida its* The court ma- decide matters on the basis of affida its and other documentar- e idence* Ghere necessar-, the court shall conduct clarificator- hearings before resol ing an- matter submitted to it for resolution* SEC* $* )enue*<"etitions for rehabilitation pursuant to these Rules shall be filed in the regional trial court 1hich has Furisdiction o er the principal office of the debtor as specified in its articles of incorporation or partnership* Ghere the principal office of the corporation, partnership or association is registered in the

Securities and E=change Commission as 5etro 5anila, the action must be filed in the regional trial court of the cit- or municipalit- 1here the head office is located* A Foint petition b- a group of companies shall be filed in the Regional Trial Court 1hich has Furisdiction o er the principal office of the parent compan-, as specified in its Articles of Incorporation* SEC* K* Ser ice of "leadings and 2ocuments*<Ghen so authoriAed b- the court, an- pleading andDor document reBuired b- these Rules ma- be filed 1ith the court andDor ser ed upon the other parties bfacsimile transmission #fa=' or electronic mail #e8mail'* In such cases, the date of transmission shall be deemed to be the date of ser ice* Ghere the pleading or document is oluminous, the court ma-, upon motion, 1ai e the reBuirement of ser ice@ pro ided that a cop- thereof together 1ith all its attachments is dul- filed 1ith the court and is made a ailable for e=amination and reproduction b- an- part-, and pro ided, further, that a notice of such filing and a ailabilit- is dul- ser ed on the parties* SEC* C* Trade Secrets and Other Confidential Information*<Upon motion, the court ma- issue an order to protect trade secrets or other confidential research, de elopment or commercial information belonging to the debtor* SEC* I* E=ecutor- Nature of Orders*<An- order issued b- the court under these Rules is immediatele=ecutor-* A petition to re ie1 the order shall not sta- the e=ecution of the order unless restrained or enFoined b- the appellate court* Unless other1ise pro ided in these Rules, the re ie1 of an- order or decision of the court or an appeal therefrom shall be in accordance 1ith the Rules of Court@ pro ided, ho1e er, that the reliefs ordered b- the trial or appellate courts shall ta+e into account the need for resolution of proceedings in a Fust, eBuitable and speed- manner* SEC* /* Nullification of Illegal Transfers and "references*<Upon motion the court ma- nullif- an- transfer of propert- or an- other con e-ance, sale, pa-ment or agreement made in iolation of its sta- order or in iolation of these Rules* SEC* >* Sta- Order*<If the court finds the petition to be sufficient in form and substance, it shall, not later than fi e #I' 1or+ing da-s from the filing of the petition, issue an order? #a' appointing a rehabilitation recei er and fi=ing his bond@ #b' sta-ing enforcement of all claims, 1hether for mone- or other1ise and 1hether such enforcement is b- court action or other1ise, against the debtor, its guarantors and persons not solidaril- liable 1ith the debtor@ pro ided, that the sta- order shall not co er claims against letters of credit and similar securit- arrangements issued b- a third part- to secure the pa-ment of the debtorHs obligations@ pro ided, further, that the sta- order shall not co er foreclosure b- a creditor of propert- not belonging to a debtor under corporate rehabilitation@ pro ided, ho1e er, that 1here the o1ner of such propert- sought to be foreclosed is also a guarantor or one 1ho is not solidaril- liable, said o1ner shall be entitled to the benefit of e=cussion as such guarantor@ #c' prohibiting the debtor from selling, encumbering, transferring, or disposing in an- manner an- of its properties e=cept in the ordinar- course of business@ #d' prohibiting the debtor from ma+ing an- pa-ment of its liabilities e=cept as pro ided in items #e', #f' and #g' of this Section or 1hen ordered b- the court pursuant to Section .% of Rule K@ #e' prohibiting the debtorLs suppliers of goods or ser ices from 1ithholding suppl- of goods and ser ices in the ordinar- course of business for as long as the debtor ma+es pa-ments for the ser ices and goods supplied after the issuance of the staorder@ #f' directing the pa-ment in full of all administrati e e=penses incurred after the issuance of the staorder@ #g' directing the pa-ment of ne1 loans or other forms of credit accommodations obtained for the rehabilitation of the debtor 1ith prior court appro al@ #h' fi=ing the dates of the initial hearing on the petition not earlier than fort-8fi e #CI' da-s but not later than si=t- #/%' da-s from the filing thereof@ #i' directing the petitioner to publish the Order in a ne1spaper of general circulation in the "hilippines once a 1ee+ for t1o #$' consecuti e 1ee+s@ #F' directing the petitioner to furnish a cop- of the petition and its anne=es, as 1ell as the sta- order, to the creditors named in the petition and the appropriate regulatoragencies such as, but not limited to, the Securities and E=change Commission, the 6ang+o Sentral ng "ilipinas, the Insurance Commission, the National Telecommunications Commission, the :ousing and Land Use Regulator- 6oard and the Energ- Regulator- Commission@ #+' directing the petitioner that foreign creditors 1ith no +no1n addresses in the "hilippines be indi iduall- gi en a cop- of the sta- order at their foreign addresses@ #l' directing all creditors and all interested parties #including the regulator-

agencies concerned' to file and ser e on the debtor a erified comment on or opposition to the petition, 1ith supporting affida its and documents, not later than fifteen #.I' da-s before the date of the first initial hearing and putting them on notice that their failure to do so 1ill bar them from participating in the proceedings@ and #m' directing the creditors and interested parties to secure from the court copies of the petition and its anne=es 1ithin such time as to enable themsel es to file their comment on or opposition to the petition and to prepare for the initial hearing of the petition* The issuance of a sta- order does not affect the right to commence actions or proceedings insofar as it is necessar- to preser e a claim against the debtor* SEC* &* Ser ice of Sta- Order on Rehabilitation Recei er*<The petitioner shall immediatel- ser e a copof the sta- order on the rehabilitation recei er appointed b- the court, 1ho shall manifest his acceptance or non8acceptance of his appointment not later than ten #.%' da-s from receipt of the order* SEC* 0* "eriod of Sta- Order*<The sta- order shall be effecti e from the date of its issuance until the appro al of the rehabilitation plan or the dismissal of the petition* SEC* .%* Relief from, 5odification, or Termination of Sta- Order*< #a' The court ma-, upon motion, terminate, modif-, or set conditions for the continuance of the sta- order, or relie e a claim from the co erage thereof upon sho1ing that #.' an- of the allegations in the petition, or an- of the contents of anattachment, or the erification thereof has ceased to be true@ #$' a creditor does not ha e adeBuate protection o er propert- securing its claim@ #K' the debtorLs secured obligation is more than the fair mar+et alue of the propert- subFect of the sta- and such propert- is not necessar- for the rehabilitation of the debtor@ or #C' the propert- co ered b- the sta- order is not essential or necessar- to the rehabilitation and the creditorHs failure to enforce its claim 1ill cause more damage to the creditor than to the debtor* #b' ;or purposes of this Section, the creditor lac+s adeBuate protection if it can be sho1n that? #.' The debtor fails or refuses to honor a pre8e=isting agreement 1ith the creditor to +eep the propertinsured@ #$' The debtor fails or refuses to ta+e commerciall- reasonable steps to maintain the propert-@ or #K' The propert- has depreciated to an e=tent that the creditor is undersecured* #c' Upon sho1ing of the creditorHs lac+ of adeBuate protection, the court shall order the rehabilitation recei er to #.' ma+e arrangements to pro ide for the insurance or maintenance of the propert-, or #$' to ma+e pa-ments or other1ise pro ide additional or replacement securit- such that the obligation is fullsecured* If such arrangements are not feasible, the court shall modif- the sta- order to allo1 the secured creditor lac+ing adeBuate protection to enforce its claim against the debtor@ pro ided, ho1e er, that the court ma- den- the creditor the remedies in this paragraph if such remedies 1ould pre ent the continuation of the debtor as a going concern or other1ise pre ent the appro al and implementation of a rehabilitation plan* SEC* ..* 4ualifications of Rehabilitation Recei er*< #a' In the appointment of the rehabilitation recei er, the follo1ing Bualifications shall be ta+en into consideration b- the court? #.' E=pertise and acumen to manage and operate a business similar in siAe and comple=it- to that of the debtor@ #$' Mno1ledge in management, finance and rehabilitation of distressed companies@ #K' 7eneral familiarit- 1ith the rights of creditors in suspension of pa-ments or rehabilitation, and general understanding of the duties and obligations of a rehabilitation recei er@

#C' 7ood moral character, independence and integrit-@ #I' Lac+ of conflict of interest as defined in this Section@ and #/' Gillingness and abilit- to file a bond in such amount as ma- be determined b- the court* #b' Githout limiting the generalit- of the follo1ing, a rehabilitation recei er ma- be deemed to ha e a conflict of interest if? #.' :e is a creditor or stoc+holder of the debtor@ #$' :e is engaged in a line of business 1hich competes 1ith the debtor@ #K' :e is, or 1as 1ithin t1o #$' -ears from the filing of the petition, a director, officer, or emplo-ee of the debtor or an- of its present creditors, or the auditor or accountant of the debtor@ #C' :e is or 1as 1ithin t1o #$' -ears from the filing of the petition, an under1riter of the outstanding securities of the debtor@ #I' :e is related b- consanguinit- or affinit- 1ithin the fourth ci il degree to an- creditor, stoc+holder, director, officer, emplo-ee, or under1riter of the debtor@ or #/' :e has an- other direct or indirect material interest in the debtor or an- creditor* SEC* .$* "o1ers and ;unctions of Rehabilitation Recei er*<The rehabilitation recei er shall not ta+e o er the management and control of the debtor but shall closel- o ersee and monitor the operations of the debtor during the pendenc- of the proceedings* ;or this purpose, the rehabilitation recei er shall ha e the po1ers, duties and functions of a recei er under "residential 2ecree No* 0%$8A, as amended, and the Rules of Court* The rehabilitation recei er shall be considered as an officer of the court* :e shall be primaril- tas+ed to stud- the best 1a- to rehabilitate the debtor and to ensure that the alue of the debtorLs propert- is reasonabl- maintained pending the determination of 1hether or not the debtor should be rehabilitated, as 1ell as implement the rehabilitation plan after its appro al* Accordingl-, he shall ha e the follo1ing po1ers and functions? #a' To erif- the accurac- of the petition, including its anne=es such as the Schedule of 2ebts and Liabilities and the In entor- of Assets submitted in support of the petition@ #b' To accept and incorporate, 1hen Fustified, amendments to the Schedule of 2ebts and Liabilities@ #c' To recommend to the court the disallo1ance of claims and reFection of amendments to the Schedule of 2ebts and Liabilities that lac+ sufficient proof and Fustification@ #d' To submit to the court and ma+e a ailable for re ie1 b- the creditors, a re ised Schedule of 2ebts and Liabilities@ #e' To in estigate the acts, conduct, properties, liabilities and financial condition of the debtor, the operation of its business and the desirabilit- of the continuance thereof@ and, an- other matter rele ant to the proceeding or to the formulation of a rehabilitation plan@ #f' To e=amine under oath the directors and officers of the debtor and an- other 1itnesses that he ma- deem appropriate@

#g' To ma+e a ailable to the creditors documents and notices necessar- for them to follo1 and participate in the proceedings@ #h' To report to the court an- fact ascertained b- him pertaining to the causes of the debtorLs problems, fraud, preferences, dispositions, encumbrances, misconduct, mismanagement and irregularities committed b- the stoc+holders, directors, management, or an- other person against the debtor@ #i' To emplo- such person or persons such as la1-ers, accountants, appraisers and staff as are necessar- in performing his functions and duties as rehabilitation recei er@ #F' To monitor the operations of the debtor and to immediatel- report to the court an- material ad erse change in the debtorLs business@ #+' To e aluate the e=isting assets and liabilities, earnings and operations of the debtor@ #l' To determine and recommend to the court the best 1a- to sal age and protect the interests of the creditors, stoc+holders and the general public@ #m' To stud- the rehabilitation plan proposed b- the debtor or an- rehabilitation plan submitted during the proceedings, together 1ith an- comments made thereon@ #n' To prohibit and report to the court an- encumbrance, transfer or disposition of the debtorLs propertoutside of the ordinar- course of business or 1hat is allo1ed b- the court@ #o' To prohibit and report to the court an- pa-ments outside of the ordinar- course of business@ #p' To ha e unlimited access to the debtorLs emplo-ees, premises, boo+s, records and financial documents during business hours@ #B' To inspect, cop-, photocop- or photograph an- document, paper, boo+, account or letter, 1hether in the possession of the debtor or other persons@ #r' To gain entr- into an- propert- for the purpose of inspecting, measuring, sur e-ing or photographing it or an- designated rele ant obFect or operation thereon@ #s' To ta+e possession, control and custod- of the debtorLs assets@ #t' To notif- counterparties and the court as to contracts that the debtor has decided to continue to perform or breach@ #u' To be notified of and to attend all meetings of the board of directors and stoc+holders of the debtor@ # ' To recommend an- modification of an appro ed rehabilitation plan as he ma- deem appropriate@ #1' To bring to the attention of the court an- material change affecting the debtorLs abilit- to meet the obligations under the rehabilitation plan@ #=' To recommend the appointment of a management committee in the cases pro ided for under "residential 2ecree No* 0%$8A, as amended@ #-' To recommend the termination of the proceedings and the dissolution of the debtor if he determines that the continuance in business of such entit- is no longer feasible or profitable or no longer 1or+s to the best interest of the stoc+holders, parties8litigants, creditors or the general public@ #A' To appl- to the court for an- order or directi e that he ma- deem necessar- or desirable to aid him in the e=ercise of his po1ers and performance of his duties and functions@ and

#aa' To e=ercise such other po1ers as ma- from time to time be conferred upon him b- the court* SEC* .K* Oath and 6ond*<6efore entering upon his po1ers, duties and functions, the rehabilitation recei er must be s1orn in to perform them faithfull-, and must post a bond e=ecuted in fa or of the debtor in such sum as the court ma- direct, to guarantee that he 1ill faithfull- discharge his duties and obe- the orders of the court* If necessar-, he shall also declare under oath that he 1ill perform the duties of a trustee of the assets of the debtor, 1ill act honestl- and in good faith, and deal 1ith the assets of the debtor in a commerciall- reasonable manner* SEC* .C* ;ees and E=penses*<The rehabilitation recei er and the persons hired b- him shall be entitled to reasonable professional fees and reimbursement of e=penses 1hich shall be considered as administrati e e=penses* SEC* .I* Immunit- from Suit*<The rehabilitation recei er shall not be subFect to an- action, claim or demand in connection 1ith an- act done or omitted b- him in good faith in the e=ercise of his functions and po1ers herein conferred* SEC* ./* Reports*<The rehabilitation recei er shall file a 1ritten report e er- three #K' months to the court or as often as the court ma- reBuire on the general condition of the debtor* The report shall include, at the minimum, interim financial statements of the debtor* SEC* .>* 2ismissal of Rehabilitation Recei er*<A rehabilitation recei er ma-, upon motion, be dismissed b- the court on the follo1ing grounds? #a' if he fails, 1ithout Fust cause, to perform an- of his po1ers and functions under these Rules@ or #b' on an- of the grounds for remo ing a trustee under the general principles of trusts* SEC* .&* Rehabilitation "lan*<The rehabilitation plan shall include #a' the desired business targets or goals and the duration and co erage of the rehabilitation@ #b' the terms and conditions of such rehabilitation 1hich shall include the manner of its implementation, gi ing due regard to the interests of secured creditors such as, but not limited, to the nonimpairment of their securit- liens or interests@ #c' the material financial commitments to support the rehabilitation plan@ #d' the means for the e=ecution of the rehabilitation plan, 1hich ma- include debt to eBuit- con ersion, restructuring of the debts, dacion en pago or sale or e=change or an- disposition of assets or of the interest of shareholders, partners or members@ #e' a liBuidation anal-sis setting out for each creditor that the present alue of pa-ments it 1ould recei e under the plan is more than that 1hich it 1ould recei e if the assets of the debtor 1ere sold b- a liBuidator 1ithin a si=8month period from the estimated date of filing of the petition@ and #f' such other rele ant information to enable a reasonable in estor to ma+e an informed decision on the feasibilit- of the rehabilitation plan* SEC* .0* Repa-ment "eriod*<If the rehabilitation plan e=tends the period for the debtor to pa- its contractual obligations, the ne1 period should not e=tend be-ond fifteen #.I' -ears from the e=piration of the stipulated term e=isting at the time of filing of the petition* SEC* $%* Effects of Rehabilitation "lan*<The appro al of the rehabilitation plan b- the court shall result in the follo1ing? #a' The plan and its pro isions shall be binding upon the debtor and all persons 1ho ma- be affected thereb-, including the creditors, 1hether or not such persons ha e participated in the proceedings or opposed the plan or 1hether or not their claims ha e been scheduled@ #b' The debtor shall compl- 1ith the pro isions of the plan and shall ta+e all actions necessar- to carr- out the plan@ #c' "a-ments shall be made to the creditors in accordance 1ith the pro isions of the plan@

#d' Contracts and other arrangements bet1een the debtor and its creditors shall be interpreted as continuing to appl- to the e=tent that the- do not conflict 1ith the pro isions of the plan@ and #e' An- compromises on amounts or rescheduling of timing of pa-ments b- the debtor shall be binding on creditors regardless of 1hether or not the plan is successfull- implemented* SEC* $.* Re ocation of Rehabilitation "lan on 7rounds of ;raud*< Upon motion, 1ithin ninet- #0%' da-s from the appro al of the rehabilitation plan, and after notice and hearing, the court ma- re o+e the appro al thereof on the ground that the same 1as secured through fraud* SEC* $$* Alteration or 5odification of Rehabilitation "lan*<An appro ed rehabilitation plan ma-, upon motion, be altered or modified if, in the Fudgment of the court, such alteration or modification is necessarto achie e the desired targets or goals set forth therein* SEC* $K* Termination of "roceedings*<The court shall, upon motion or upon recommendation of the rehabilitation recei er, terminate the proceeding in an- of the follo1ing cases? #a' 2ismissal of the petition@ #b' ;ailure of the debtor to submit the rehabilitation plan@ #c' 2isappro al of the rehabilitation plan b- the court@ #d' ;ailure to achie e the desired targets or goals as set forth in the rehabilitation plan@ #e' ;ailure of the debtor to perform its obligations under the plan@ #f' 2etermination that the rehabilitation plan ma- no longer be implemented in accordance 1ith its terms, conditions, restrictions or assumptions@ or #g' Successful implementation of the rehabilitation plan* SEC* $C* 2ischarge of Rehabilitation Recei er*<Upon termination of the rehabilitation proceedings, the rehabilitation recei er shall submit his final report and accounting 1ithin such period of time as the court 1ill allo1 him* Upon appro al of his report and accounting, the court shall order his discharge* RULE C 2E6TOR8INITIATE2 RE:A6ILITATION SEC* .* Gho 5a- "etition*<An- debtor 1ho foresees the impossibilit- of meeting its debts 1hen therespecti el- fall due, ma- petition the proper regional trial court for rehabilitation* A group of companies ma- Fointl- file a petition for rehabilitation under these Rules 1hen one or more of its constituent corporations foresee the impossibilit- of meeting debts 1hen the- respecti el- fall due, and the financial distress 1ould li+el- ad ersel- affect the financial condition andDor operations of the other member companies of the group andDor the participation of the other member companies of the group is essential under the terms and conditions of the proposed rehabilitation plan* SEC* $* Contents of "etition*< #a' The petition filed b- the debtor must be erified and must set forth 1ith sufficient particularit- all the follo1ing material facts? #.' the name and business of the debtor@ #$' the nature of the business of the debtor@ #K' the histor- of the debtor@ #C' the cause of its inabilit- to pa- its debts@ #I' all the pending actions or proceedings +no1n to the debtor and the courts or tribunals 1here the- are pending@ #/' threats or

demands to enforce claims or liens against the debtor@ and #>' the manner b- 1hich the debtor ma- be rehabilitated and ho1 such rehabilitation ma- benefit the general bod- of creditors, emplo-ees and stoc+holders* #b' The petition shall be accompanied b- the follo1ing documents? #.' An audited financial statement of the debtor at the end of its last fiscal -ear@ #$' Interim financial statements as of the end of the month prior to the filing of the petition@ #K' A Schedule of 2ebts and Liabilities 1hich lists all the creditors of the debtor, indicating the name and last address of record of each creditor@ the amount of each claim as to principal, interest, or penalties due as of the date of filing@ the nature of the claim@ and an- pledge, lien, mortgage Fudgment or other securitgi en for the pa-ment thereof@ #C' An In entor- of Assets 1hich must list 1ith reasonable specificit- all the assets of the debtor, stating the nature of each asset, the location and condition thereof, the boo+ alue or mar+et alue of the asset, and attaching the corresponding certificate of title therefor in case of real propert-, or the e idence of title or o1nership in case of mo able propert-, the encumbrances, liens or claims thereon, if an-, and the identities and addresses of the lienholders and claimants* The In entor- shall include a Schedule of Accounts Recei able 1hich must indicate the amount of each, the persons from 1hom due, the date of maturit- and the degree of collectibilit- categoriAing them as highl- collectible to remotel- collectible@ #I' A rehabilitation plan 1hich conforms 1ith the minimal reBuirements set out in Section .& of Rule K@ #/' A Schedule of "a-ments and 2isposition of Assets 1hich the debtor ma- ha e effected 1ithin three #K' months immediatel- preceding the filing of the petition@ #>' A Schedule of Cash ;lo1 of the debtor for three #K' months immediatel- preceding the filing of the petition, and a detailed schedule of the proFected cash flo1 for the succeeding three #K' months@ #&' A Statement of "ossible Claims b- or against the debtor 1hich must contain a brief statement of the facts 1hich might gi e rise to the claim and an estimate of the probable amount thereof@ #0' An Affida it of 7eneral ;inancial Condition 1hich shall contain ans1ers to the Buestions or matters prescribed in Anne= NAN hereof@ #.%' At least three #K' nominees for the position of rehabilitation recei er as 1ell as their Bualifications and addresses, including but not limited to their telephone numbers, fa= numbers and e8mail address@ and #..' A certificate attesting under oath that #i' the filing of the petition has been dul- authoriAed@ and #ii' the directors and stoc+holders of the debtor ha e irre ocabl- appro ed andDor consented to, in accordance 1ith e=isting la1s, all actions or matters necessar- and desirable to rehabilitate the debtor including, but not limited to, amendments to the articles of incorporation and b-8la1s or articles of partnership@ increase or decrease in the authoriAed capital stoc+@ issuance of bonded indebtedness@ alienation, transfer, or encumbrance of assets of the debtor@ and modification of shareholdersL rights* #c' ;i e #I' copies of the petition shall be filed 1ith the court* SEC* K* )erification b- 2ebtor*<The petition filed b- the debtor must be erified b- an affida it of a responsible officer of the debtor and shall be in a form substantiall- as follo1s? NI, OOOOOOOOOOOOOOOOO, #position' of #name of petitioner', do solemnl- s1ear that the petitioner has been dul- authoriAed to file the petition and that the stoc+holders and board of directors #or go erning bod-' ha e appro ed andDor consented to, in accordance 1ith la1, all actions or matters necessar- or desirable to rehabilitate the debtor* The petition is being filed to protect the interests of the debtor, the stoc+holders, the

in estors and the creditors of the debtor, 1hich 1arrant the appointment of a rehabilitation recei er* There is no petition for insol enc- filed 1ith an- other bod-, court or tribunal affecting the petitioner* The In entor- of Assets and the Schedule of 2ebts and Liabilities contains a full, correct and true description of all debts and liabilities and of all goods, effects, estate and propert- of 1hate er +ind or class belonging to petitioner* The In entor- also contains a full, correct and true statement of all debts o1ing or due to petitioner, or to an- person or persons in trust for petitioner and of all securities and contracts 1hereb- anmone- ma- hereafter become due or pa-able to petitioner or b- or through 1hich an- benefit or ad antage ma- accrue to petitioner* The petition contains a concise statement of the facts gi ing rise, or 1hich might gi e rise, to an- cause of action in fa or of petitioner* "etitioner has no land, mone-, stoc+, e=pectanc-, or propert- of an- +ind, e=cept those set forth in the In entor- of Assets* "etitioner has, in no instance, created or ac+no1ledged a debt for a greater sum than the true and correct amount* "etitioner, its officers, directors and stoc+holders ha e not, directl- or indirectl-, concealed, fraudulentl- sold or other1ise fraudulentl- disposed of, an- part of petitionerLs real or personal propert-, estate, effects or rights of action, and petitioner, its officers, directors and stoc+holders ha e not in an- 1a- compounded 1ith an- of its creditors in order to gi e preference to such creditors, or to recei e or to accept an- profit or ad antage therefrom, or to defraud or decei e in an- manner an- creditor to 1hom petitioner is indebted* "etitioner, its officers, directors, and stoc+holders ha e been acting in good faith and 1ith due diligence* SEC* C* Opposition to or Comment on "etition*<E er- creditor of the debtor or an- interested part- shall file his erified opposition to or comment on the petition not later than fifteen #.I' da-s before the date of the initial hearing fi=ed in the sta- order* After such time, no creditor or interested part- shall be allo1ed to file an- comment thereon or opposition thereto 1ithout lea e of court* If the Schedule of 2ebts and Liabilities omits a claim or liabilit-, the creditor concerned shall attach to its comment or opposition a erified statement of the obligations allegedl- due it* SEC* I* Initial :earing*< #a' On or before the initial hearing set in the order mentioned in Section > of Rule K, the petitioner shall file a publisherLs affida it sho1ing that the publication reBuirements and a petitionerHs affida it sho1ing that the notification reBuirement for foreign creditors had been complied 1ith, as reBuired in the sta- order* #b' 6efore proceeding 1ith the initial hearing, the court shall determine 1hether the Furisdictional reBuirements set forth abo e had been complied 1ith* After finding that such reBuirements are met, the court shall ensure that the parties consider in detail all of the follo1ing? #.' Amendments to the rehabilitation plan proposed b- the debtor@ #$' Simplification of the issues@ #K' The possibilit- of obtaining stipulations and admission of facts and documents, including resort to reBuest for admission under Rule $/ of the Rules of Court@ #C' The possibilit- of amicabl- agreeing on an- issue brought up in the comments on, or opposition to, the petition@ #I' Referral of an- accounting, financial and other technical issues to an e=pert@ #/' The possibilit- of submitting the petition for decision on the basis of the comments, opposition, affida its and other documents on record@ #>' The possibilit- of a ne1 rehabilitation plan oluntaril- agreed upon b- the debtor and its creditors@ and #&' Such other matters as ma- aid in the speed- and summar- disposition of the case*

SEC* /* Additional :earings*<The court ma- hold additional hearings as part of the initial hearing contemplated in these Rules but the initial hearing must be concluded not later than ninet- #0%' da-s from the initial date of the initial hearing fi=ed in the sta- order* SEC* >* Order After Initial :earing*< #a' Githin t1ent- #$%' da-s after the last hearing, the court shall issue an order 1hich shall? #.' 7i e due course to the petition and immediatel- refer the petition and its anne=es to the rehabilitation recei er 1ho shall e aluate the rehabilitation plan and submit his recommendations to the court not later than ninet- #0%' da-s from the date of the last initial hearing, if the court is satisfied that there is merit to the petition, other1ise the court shall immediatel- dismiss the petition@ and #$' Recite in detail the matters ta+en up in the initial hearing and the actions ta+en thereon, including a substitute rehabilitation plan contemplated in Sections I #b'#>' and #&' of this Rule@ #b' If the debtor and creditors agree on a ne1 rehabilitation plan pursuant to Section I #b'#>' of this Rule, the order shall so state the fact and reBuire the rehabilitation recei er to suppl- the details of the plan and submit it for the appro al of the court not later than si=t- #/%' da-s from the date of the last initial hearing* The court shall appro e the ne1 rehabilitation plan not later than ninet- #0%' da-s from the date of the last initial hearing upon concurrence of the follo1ing? #.' Appro al or endorsement of creditors holding at least t1othirds #$DK' of the total liabilities of the debtor including secured creditors holding more than fift- percent #I%J' of the total secured claims of the debtor and unsecured creditors holding more than fift- percent #I%J' of the total unsecured claims of the debtor@ #$' The rehabilitation plan complies 1ith the reBuirements specified in Section .& of Rule K@ #K' The rehabilitation plan 1ould pro ide the obFecting class of creditors 1ith pa-ments 1hose present alue proFected in the plan 1ould be greater than that 1hich the- 1ould ha e recei ed if the assets of the debtor 1ere sold b- a liBuidator 1ithin a si= #/'8month period from the date of filing of the petition@ and #C' The rehabilitation recei er has recommended appro al of the plan* The appro al b- the court of the ne1 rehabilitation plan shall ha e the same effect as appro al of a rehabilitation plan under Section $% of Rule K* SEC* &* CreditorsL 5eetings*<If no ne1 rehabilitation plan is agreed upon b- the debtor and the creditors, the rehabilitation recei er, at an- time before he submits his e aluation on the debtor8proposed rehabilitation plan to the court as prescribed in Section >#a'#.' of this Rule, shall, either alone or 1ith the debtor, meet 1ith the creditors or an- interested part- to discuss the plan 1ith a ie1 to clarif-ing or resol ing an- matter connected there1ith* SEC* 0* Comments on or Opposition to Rehabilitation "lan*<An- creditor or interested part- of record ma- file comments on or opposition to the proposed rehabilitation plan, 1ith a cop- gi en to the rehabilitation recei er, not later than si=t- #/%' da-s from the date of the last initial hearing* The court shall conduct summar- and non8ad ersarial proceedings to recei e e idence, if necessar-, in hearing the comments on and opposition to the plan* SEC* .%* 5odification of "roposed Rehabilitation "lan*<The debtor ma- modif- its rehabilitation plan in the light of the comments of the rehabilitation recei er and creditors or an- interested part- and submit a re ised or substitute rehabilitation plan for the final appro al of the court* Such rehabilitation plan must be submitted to the court not later than ten #.%' months from the date of the date of filing of the petition* SEC* ..* Appro al of Rehabilitation "lan*<The court ma- appro e a rehabilitation plan e en o er the opposition of creditors of the debtor if, in its Fudgment, the rehabilitation of the debtor is feasible and the

opposition of the creditors is manifestl- unreasonable* The opposition of the creditors is manifestlunreasonable if the follo1ing are present? #a' The rehabilitation plan complies 1ith the reBuirements specified in Section .& of Rule K@ #b' The rehabilitation plan 1ould pro ide the obFecting class of creditors 1ith pa-ments 1hose present alue proFected in the plan 1ould be greater than that 1hich the- 1ould ha e recei ed if the assets of the debtor 1ere sold b- a liBuidator 1ithin a si= #/'8month period from the date of filing of the petition@ and #c' The rehabilitation recei er has recommended appro al of the plan* In appro ing the rehabilitation plan, the court shall ensure that the rights of the secured creditors are not impaired* The court shall also issue the necessar- orders or processes for its immediate and successful implementation* It ma- impose such terms, conditions, or restrictions as the effecti e implementation and monitoring thereof ma- reasonabl- reBuire, or for the protection and preser ation of the interests of the creditors should the plan fail* SEC* .$* "eriod to 2ecide "etition*<The court shall decide the petition 1ithin one #.' -ear from the date of filing of the petition, unless the court, for good cause sho1n, is able to secure an e=tension of the period from the Supreme Court* RULE I CRE2ITOR8INITIATE2 RE:A6ILITATION SEC* .* Gho 5a- "etition*<An- creditor or creditors holding at least t1ent- percent #$%J' of the debtorLs total liabilities ma- file a petition 1ith the proper regional trial court for rehabilitation of a debtor that cannot meet its debts as the- respecti el- fall due* SEC* $* ReBuirements for Creditor8Initiated "etitions*<Ghere the petition is filed b- a creditor or creditors under this Rule, it is sufficient that the petition is accompanied b- a rehabilitation plan and a list of at least three #K' nominees to the position of rehabilitation recei er and erified b- a s1orn statement that the affiant has read the petition and that its contents are true and correct of his personal +no1ledge or based on authentic records and that the petition is being filed to protect the interests of the debtor, the stoc+holders, the in estors and the creditors of the debtor* SEC* K* Applicabilit- of "ro isions Relating to 2ebtor8Initiated Rehabilitation*<The pro isions of Sections I to .$ of Rule C shall appl- to rehabilitation under this Rule* RULE / "RE8NE7OTIATE2 RE:A6ILITATION SEC* .* "re8negotiated Rehabilitation "lan*<A debtor that foresees the impossibilit- of meeting its debts as the- fall due ma-, b- itself or Fointl- 1ith an- of its creditors, file a erified petition for the appro al of a pre8negotiated rehabilitation plan* The petition shall compl- 1ith Section $ of Rule C and be supported ban affida it sho1ing the 1ritten appro al or endorsement of creditors holding at least t1o8thirds #$DK' of the total liabilities of the debtor, including secured creditors holding more than fift- percent #I%J' of the total secured claims of the debtor and unsecured creditors holding more than fift- percent #I%J' of the total unsecured claims of the debtor* SEC* $* Issuance of Order*<If the court finds the petition sufficient in form and substance, it shall, not later than fi e #I' 1or+ing da-s from the filing of the petition, issue an order 1hich shall? #a' Identif- the debtor, its principal business or acti it-Dies and its principal place of business@

#b' 2irect the publication of the order in a ne1spaper of general circulation once a 1ee+ for at least t1o #$' consecuti e 1ee+s, 1ith the first publication to be made 1ithin se en #>' da-s from the time of its issuance@ #c' 2irect the ser ice b- personal deli er- of a cop- of the petition on each creditor 1ho is not a petitioner holding at least fi e percent #IJ' of the total liabilities of the debtor, as determined in the schedule attached to the petition, 1ithin three #K' da-s@ #d' 2irect the petitioner to furnish a cop- of the petition and its anne=es, as 1ell as the sta- order, to the rele ant regulator- agenc-@ #e' State that copies of the petition and the rehabilitation plan are a ailable for e=amination and cop-ing ban- interested part-@ #f' 2irect creditors and other parties interested #including the Securities and E=change Commission and the rele ant regulator- agencies such as, but not limited to, the 6ang+o Sentral ng "ilipinas, the Insurance Commission, the National Telecommunications Commission, the :ousing and Land Use Regulator- 6oard and the Energ- Regulator- Commission' in opposing the petition or rehabilitation plan to file their erified obFections thereto or comments thereon 1ithin a period of not later than t1ent- #$%' da-s from the second publication of the order, 1ith a 1arning that failure to do so 1ill bar them from participating in the proceedings@ #g' Appoint the rehabilitation recei er named in the plan, unless the court finds that he is not Bualified under these Rules in 1hich case it ma- appoint a Bualified rehabilitation recei er of its choice@ #h' Sta- enforcement of all claims, 1hether for mone- or other1ise and 1hether such enforcement is bcourt action or other1ise, against the debtor, its guarantors and persons not solidaril- liable 1ith the debtor@ pro ided, that the sta- order shall not co er claims against letters of credit and similar securitarrangements issued b- a third part- to secure the pa-ment of the debtorHs obligations@ pro ided further, that the sta- order shall not co er foreclosure b- a creditor of propert- not belonging to a debtor under corporate rehabilitation@ pro ided, ho1e er, that 1here the o1ner of such propert- sought to be foreclosed is also a guarantor or one 1ho is not solidaril- liable, said o1ner shall be entitled to the benefit of e=cussion as such guarantor@ #i' "rohibit the debtor from selling, encumbering, transferring, or disposing in an- manner an- of its properties e=cept in the ordinar- course of business@ #F' "rohibit the debtor from ma+ing an- pa-ment of its liabilities outstanding as of the date of filing of the petition@ #+' "rohibit the debtorLs suppliers of goods or ser ices from 1ithholding suppl- of goods and ser ices in the ordinar- course of business for as long as the debtor ma+es pa-ments for the ser ices and goods supplied after the issuance of the sta- order@ #l' 2irect the pa-ment in full of all administrati e e=penses incurred after the issuance of the sta- order@ and #m' 2irect the pa-ment of ne1 loans or other forms of credit accommodations obtained for the rehabilitation of the debtor 1ith prior court appro al* SEC* K* Appro al of "lan*<Githin ten #.%' da-s from the date of the second publication of the order referred to in Section $ of this Rule, the court shall appro e the rehabilitation plan unless a creditor or other interested part- submits a erified obFection to it in accordance 1ith the ne=t succeeding section* SEC* C* ObFection to "etition or Rehabilitation "lan*<An- creditor or other interested part- ma- submit to the court a erified obFection to the petition or the rehabilitation plan* The obFections shall be limited to the follo1ing?

#a' The petition or the rehabilitation plan or their attachments contain material omissions or are materiallfalse or misleading@ #b' The terms of rehabilitation are unattainable@ or #c' The appro al or endorsement of creditors reBuired under Section . of this Rule has not been obtained Copies of an- obFection to the petition or the rehabilitation plan shall be ser ed on the petitioning debtor andDor creditors* SEC* I* :earing on ObFections*<The court shall set the case for hearing not earlier than ten #.%' da-s and no later than t1ent- #$%' da-s from the date of the second publication of the order mentioned in Section $ of this Rule on the obFections to the petition or rehabilitation plan* If the court finds that the obFection is in accordance 1ith the immediatel- preceding section, it shall direct the petitioner to cure the defect 1ithin a period fifteen #.I' da-s from receipt of the order* SEC* /* "eriod for Appro al of Rehabilitation "lan*<The court shall decide the petition not later than one hundred t1ent- #.$%' da-s from the date of the filing of the petition* If the court fails to do so 1ithin said period, the rehabilitation plan shall be deemed appro ed SEC* >* Effects of Appro al of Rehabilitation "lan*<Appro al of the rehabilitation plan under this Rule shall ha e the same legal effect as appro al of a rehabilitation plan under Section $% of Rule K* SEC* &* Re ocation of Appro ed Rehabilitation "lan*<Not later than thirt- #K%' da-s from the appro al of a rehabilitation plan under this Rule, the plan ma-, upon motion and after notice and hearing, be re o+ed on the ground that the appro al 1as secured b- fraud or that the petitioner has failed to cure the defect ordered b- the court pursuant to Section I of this Rule* SEC* 0* Effect of Rule on "ending "etitions*<An- pending petition for rehabilitation that has not undergone the initial hearing prescribed under the Interim Rules of "rocedure for Corporate Rehabilitation at the time of the effecti it- of these Rules ma- be con erted into a rehabilitation proceeding under this Rule* RULE > RECO7NITION O; ;OREI7N "ROCEE2IN7S SEC* .* Scope of Application*<This Rule applies 1here #a' assistance is sought in a "hilippine court b- a foreign court or a foreign representati e in connection 1ith a foreign proceeding@ #b' assistance is sought in a foreign State in connection 1ith a domestic proceeding go erned b- these Rules@ or #c' a foreign proceeding and a domestic proceeding are concurrentl- ta+ing place* The sole fact that a petition is filed pursuant to this Rule does not subFect the foreign representati e or the foreign assets and affairs of the debtor to the Furisdiction of the local courts for an- purpose other than the petition* SEC* $* Non8Recognition of ;oreign "roceeding*<Nothing in this Rule pre ents the court from refusing to ta+e an action go erned b- this Rule if #a' the action 1ould be manifestl- contrar- to the public polic- of the "hilippines@ and #b' if the court finds that the countr- of 1hich the petitioner is a national does not grant recognition to a "hilippine rehabilitation proceeding in a manner substantiall- in accordance 1ith this Rule* SEC* K* "etition for Recognition of ;oreign "roceeding*<A foreign representati e ma- appl- 1ith the Regional Trial Court 1here the debtor resides for recognition of the foreign proceeding in 1hich the foreign representati e has been appointed* A petition for recognition shall be accompanied b-?

#a' A certified cop- of the decision commencing the foreign proceeding and appointing the foreign representati e@ or #b' A certificate from the foreign court affirming the e=istence of the foreign proceeding and of the appointment of the foreign representati e@ or #c' In the absence of e idence referred to in subparagraphs #a' and #b', an- other e idence acceptable to the court of the e=istence of the foreign proceeding and of the appointment of the foreign representati e* SEC* C* Recognition of ;oreign "roceeding*<A foreign proceeding shall be recogniAed if? #a' The proceeding is a foreign proceeding as defined herein@ #b' The person or bod- appl-ing for recognition is a foreign representati e as defined herein@ and #c' The petition meets the reBuirements of Section K of this Rule@ SEC* I* "eriod to RecogniAe ;oreign "roceeding*<A petition for recognition of a foreign proceeding shall be decided 1ithin thirt- #K%' da-s from the filing thereof* SEC* /* Notification to Court*<;rom the time of filing the petition for recognition of the foreign proceeding, the foreign representati e shall inform the court promptl- of? #a' An- substantial change in the status of the foreign proceeding or the status of the foreign representati eLs appointment@ and #b' An- other foreign proceeding regarding the same debtor that becomes +no1n to the foreign representati e* SEC* >* "ro isional Relief that 5a- be 7ranted upon Application for Recognition of ;oreign "roceeding* <;rom the time of filing a petition for recognition until the same is decided upon, the court ma-, upon motion of the foreign representati e 1here relief is urgentl- needed to protect the assets of the debtor or the interests of the creditors, grant relief of a pro isional nature, including? #a' Sta-ing e=ecution against the debtorLs assets@ #b' Entrusting the administration or realiAation of all or part of the debtorLs assets located in the "hilippines to the foreign representati e or another person designated b- the court in order to protect and preser e the alue of assets that, b- their nature or because of other circumstances, are perishable, susceptible to de aluation or other1ise in Feopard-@ #c' An- relief mentioned in Sections 0#a'#.', #$' and #>' of this Rule* SEC* &* Effects of Recognition of ;oreign "roceeding*<Upon recognition of a foreign proceeding? #a' Commencement or continuation of indi idual actions or indi idual proceedings concerning the debtorLs assets, rights, obligations or liabilities is sta-ed@ pro ided, that such sta- does not affect the right to commence indi idual actions or proceedings to the e=tent necessar- to preser e a claim against the debtor* #b' E=ecution against the debtorLs assets is sta-ed@ and #c' The right to transfer, encumber or other1ise dispose of an- assets of the debtor is suspended*

SEC* 0* Relief That 5a- be 7ranted After Recognition of ;oreign "roceeding*< #a' Upon recognition of a foreign proceeding, 1here necessar- to protect the assets of the debtor or the interests of the creditors, the court ma-, upon motion of the foreign representati e, grant an- appropriate relief including? #.' Sta-ing the commencement or continuation of indi idual actions or indi idual proceedings concerning the debtorLs assets, rights, obligations or liabilities to the e=tent the- ha e not been sta-ed under Section &#a' of this Rule@ #$' Sta-ing e=ecution against the debtorLs assets to the e=tent it has not been sta-ed under Section &#b' of this Rule@ #K' Suspending the right to transfer, encumber or other1ise dispose of an- assets of the debtor to the e=tent this right has not been suspended under Section &#c' of this Rule@ #C' "ro iding for the e=amination of 1itnesses, the ta+ing of e idence or the deli er- of information concerning the debtorLs assets, affairs, rights, obligations or liabilities@ #I' Entrusting the administration or realiAation of all or part of the debtorLs assets located in the "hilippines to the foreign representati e or another person designated b- the court@ #/' E=tending the relief granted under Section > of this Rule@ #>' 7ranting an- additional relief that ma- be a ailable to the rehabilitation recei er under these la1s* #b' Upon recognition of a foreign proceeding, the court ma-, at the reBuest of the foreign representati e, entrust the distribution of all or part of the debtorLs assets located in the "hilippines to the foreign representati e or another person designated b- the court@ pro ided that the court is satisfied that the interests of local creditors are adeBuatel- protected* SEC* .%* "rotection of Creditors and Other Interested "ersons*< #a' In granting or den-ing relief under this Rule or in modif-ing or terminating the relief under paragraph #c' of this Section, the court must be satisfied that the interests of the creditors and other interested persons, including the debtor, are adeBuatel- protected* #b' The court ma- subFect the relief granted under Section > or Section 0 of this Rule to conditions it considers appropriate* #c' The court ma-, upon motion of the foreign representati e or a person affected b- the relief granted under Section > or Section 0 of this Rule, or on its o1n motion, modif- or terminate such relief* SEC* ..* Actions to A oid Acts 2etrimental to Creditors*<Upon recognition of a foreign proceeding, the foreign representati e acBuires the standing to initiate actions to a oid or other1ise render ineffecti e acts detrimental to creditors that are a ailable under these Rules* SEC* .$* Inter ention b- ;oreign Representati e in "hilippine "roceedings*<Upon recognition of a foreign proceeding, the foreign representati e ma- inter ene in an- action or proceeding in the "hilippines in 1hich the debtor is a part-* SEC* .K* Cooperation and 2irect Communication 1ith ;oreign Courts and ;oreign Representati es*<In matters co ered b- this Rule, the court shall cooperate to the ma=imum e=tent possible 1ith foreign courts or foreign representati es*

The court is entitled to communicate directl- 1ith, or reBuest information or assistance directl- from, foreign courts or foreign representati es* SEC* .C* ;orms of Cooperation*<Cooperation ma- be implemented b- an- appropriate means, including but not limited to the follo1ing? #a' Appointment of a person or bod- to act at the discretion of the court@ #b' Communication of information b- an- means considered appropriate b- the court@ #c' Coordination of the administration and super ision of the debtorHs assets and affairs@ #d' Appro al or implementation b- courts of agreements concerning the coordination of proceedings@ #e' Coordination of concurrent proceedings regarding the same debtor@ #f' Suspension of proceedings against the debtor@ #g' Limiting the relief to assets that should be administered in a foreign proceeding pending in a Furisdiction other than the place 1here the debtor has its principal place of business #foreign non8main proceeding' or information reBuired in that proceeding@ and #h' Implementation of rehabilitation or re8organiAation plan for the debtor* Nothing in this Rule limits the po1er of the court to pro ide additional assistance to the foreign representati e under other applicable la1s* SEC* .I* Commencement of Local "roceeding after Recognition of ;oreign "roceeding*<After the recognition of a foreign proceeding, a local proceeding under these Rules ma- be commenced onl- if the debtor is doing business in the "hilippines, the effects of the proceedings shall be restricted to the assets of the debtor located in the countr- and, to the e=tent necessar- to implement cooperation and coordination under Sections .K and .C of this Rule, to the other assets of the debtor that, under local la1s, must be administered in that proceeding* SEC* ./* Local and ;oreign "roceedings*<Ghere a foreign proceeding and a local proceeding are ta+ing place concurrentl- regarding the same debtor, the court shall see+ cooperation and coordination under Sections .K and .C of this Rule* An- relief granted to the foreign proceeding must be made consistent 1ith the relief granted in the local proceeding* RULE & "ROCE2URAL RE5E2IES SEC* .* 5otion for Reconsideration*<A part- ma- file a motion for reconsideration of an- order issued bthe court prior to the appro al of the rehabilitation plan* No relief can be e=tended to the part- aggrie ed bthe courtHs order on the motion through a special ci il action for certiorari under Rule /I of the Rules of Court* Such order can onl- be ele ated to the Court of Appeals as an assigned error in the petition for re ie1 of the decision or order appro ing or disappro ing the rehabilitation plan* An order issued after the appro al of the rehabilitation plan can be re ie1ed onl- through a special ci il action for certiorari under Rule /I of the Rules of Court* SEC* $* Re ie1 of 2ecision or Order on Rehabilitation "lan*<An order appro ing or disappro ing a rehabilitation plan can onl- be re ie1ed through a petition for re ie1 to the Court of Appeals under Rule CK of the Rules of Court 1ithin fifteen #.I' da-s from notice of the decision or order*

RULE 0 ;INAL "RO)ISIONS SEC* .* Se erabilit-*<If an- pro ision or section of these Rules is held in alid, the other pro isions or sections shall not be affected thereb-* SEC* $* Transitor- "ro ision*<Unless the court orders other1ise to pre ent manifest inFustice, anpending petition for rehabilitation that has not undergone the initial hearing prescribed under the Interim Rules of "rocedure for Corporate Rehabilitation at the time of the effecti it- of these Rules shall be go erned b- these Rules* SEC* K* Effecti it-*<These Rules shall ta+e effect on ./ ,anuar- $%%0 follo1ing its publication in t1o #$' ne1spapers of general circulation in the "hilippines*

ANNEP NAN A;;I2A)IT O; 7ENERAL ;INANCIAL CON2ITION #.' Are -ou an officer of the debtor referred to in these proceedingsQ #$' Ghat is -our full name and 1hat position do -ou hold in the debtorQ #K' Ghat is the full name of the debtor and 1hat is the address of its head officeQ #C' Ghen 1as it formed or incorporatedQ #I' Ghen did the debtor commence businessQ #/' Ghat is the nature of its businessQ Ghat is the mar+et share of the debtor in the industr- in 1hich it is engagedQ #>' Gho are the parties, members, or stoc+holdersQ :o1 man- emplo-eesQ #&' Ghat is the capital of the debtorQ #0' Ghat is the capital contribution and 1hat is the amount of the capital, paid and unpaid, of each of the partners or shareholdersQ #.%' 2o an- of these people hold the shares in trust for othersQ #..' Gho are the directors and officers of the debtorsQ #.$' :as the debtor an- subsidiar- corporationQ If so, gi e particularsQ #.K' :as the debtor properl- maintained its boo+s and are the- updatedQ #.C' Gere the boo+s audited annuall-Q #.I' If so, 1hat is the name of the auditor and 1hen 1as the last audited statement dra1n upQ #./' :a e all proper returns been made to the arious go ernment agencies reBuiring sameQ #.>' Ghen did the debtor first become a1are of its problemsQ

#.&' :as the debtor 1ithin the t1el e months preceding the filing of the petition? #a' made an- pa-ments, returned an- goods or deli ered an- propert- to an- of its creditors, e=cept in the normal course of businessQ #b' e=ecuted an- mortgage, pledge, or securit- o er an- of its properties in fa or of an- creditorQ #c' transferred or disposed of an- of its properties in pa-ment of an- debtQ #d' sold, disposed of, or remo ed an- of its propert- e=cept in the ordinar- course of businessQ #e' sold an- merchandise at less than fair mar+et alue or purchased merchandise or ser ices at more than fair mar+et alueQ #f' made or been a part- to an- settlement of propert- in fa or of an- personQ If, so, gi e particulars* #.0' :as the debtor recorded all sales or dispositions of assetsQ #$%' Ghat 1ere the sales for the last three -ears and 1hat percentage of the sales represented the profit or mar+8upQ #$.' Ghat 1ere the profits or losses for the debtor for the last three -earsQ #$$' Ghat are the causes of the problems of the debtorQ "lease pro ide particularsQ #$K' Ghen did -ou first notice these problems and 1hat actions did the debtor ta+e to rectif- themQ #$C' :o1 much do -ou estimate is needed to rehabilitate the debtorQ #$I' :as an- person e=pressed interest in in esting ne1 mone- into the debtorQ #$/' Are there an- pending and threatened legal actions against the debtorQ If so, please pro ide particulars* #$>' :as the debtor discussed an- restructuring or repa-ment plan 1ith an- of the creditorsQ "lease pro ide status and details* #$&' :as an- creditor e=pressed interest in restructuring the debts of the debtorQ If so, please gi e particulars* #$0' :a e emplo-eesL 1ages and salaries been +ept currentQ If not, ho1 much are in arrears and 1hat time period do the arrears representQ #K%' :a e obligation to the go ernment and its agencies been +ept currentQ If not, ho1 much are in arrears and 1hat time period do the arrears representQ