RECITALS:

WHEREAS, [state the rationale for and background of the Project];

WHEREAS, on [●], 2009, the Agency obtained the approval of the Investment Coordination Committee ("ICC") of the National Economic and Development Authority ("NEDA") to develop and implement the [●] Project under a [●] contractual arrangement in line with Republic Act No. 6957, as amended, and its Implementing Rules and Regulations (the "BOT Law");

WHEREAS, the Company has been selected by the Agency to undertake the Project on the terms and conditions set forth in this Agreement as the result of a competitive public biding process conducted by the Agency under the applicable provisions of the BOT Law.

NOW THEREFORE, for and in consideration of these premises and the mutual commitments, obligations and undertakings assumed and accepted hereunder, the Parties have agreed as follows: