MEMORANDUM OF AGREEMENT

This AGREEMENT is executed by and between:

The MANILA ELECTRIC COMPANY (MERALCO), a private
corporation duly organized and existing under the laws of the Republic of
the Philippines, with principal office address at Ortigas Avenue, Pasig
City, represented herein by its Assistant Vice President, Mr. Juan dela
Cruz, hereinafter referred to as MERALCO;
-andXYZ (PHILIPPINES), INC., a private corporation duly organized and
existing under the laws of the Republic of the Philippines, with principal
office address at First Philippine Industrial Park, Tanauan, Batangas,
represented herein by its General Manager Artemio Gutierrez, who is
likewise duly authorized to represent it in this transaction, hereinafter
referred to as the CUSTOMER;
hereinafter, collectively referred to as the PARTIES.
WITNESSETH:
WHEREAS, MERALCO is a grantee of a legislative franchise under Republic
Act 9209, authorizing it to construct, operate, and maintain a distribution system for the
conveyance of electric power to the end-users in Metro Manila and in the nearby
provinces, cities, and municipalities (hereinafter called franchise area);
WHEREAS, the CUSTOMER is a corporation, with a Factory Plant located at
First Philippine Industrial Park, Tanauan, Batangas.
WHEREAS, the CUSTOMER requested the extension and construction of new
lines inside the XYZ Corp. Plant (the Compound), located at First Philippine Industrial
Park, Tanauan, Batangasto serve XYZ (PHILIPPINES), INC. at their nearest point of
service entrance, in accordance with the Plan hereto attached as Annex A;
WHEREAS, MERALCO is willing to provide such extension and constructionof
new lines subject to applicable rules and regulations and the terms and conditions set
forth below;
NOW, THEREFORE, for and in consideration of the foregoing, the parties
hereto, for themselves, their successors, heirs, and assigns, have mutually agreed as
follows:
1. The CUSTOMER shall allow the employees and agents of MERALCO to
enter the Compound subject to security measures/regulations instituted by the
CUSTOMER (such as but not limited tosubmission of valid company ID to
Security Guard post, issuance of visitor pass, and escorting MERALCO
personnel within the CUSTOMERs premises). MERALCO shall not be liable
for trespass to dwelling for the purpose of inspecting, installing, reading,
removing, testing, replacing, upgrading or otherwise disposing of its apparatus
and property, and/or removing MERALCOs facilities and equipment in the
event of the termination, for any reason, of their service contract with
MERALCO provided that MERALCO shall follow the security rules
instituted by CUSTOMER.

2. The CUSTOMER shall not install any structure or facilities that will limit or
impair visual contact of MERALCOs extended facilities inside the Compound
from the main road. Furthermore, the CUSTOMER hereby undertakes not to
install any gate, structure or facilities that will limit or impair MERALCOs
access to the Compound.
3. Nothing in this Agreement shall be construed to limit or impair MERALCOs
ownership over the extended lines, and/or additional facilities inside the
Compound. Being part of its electric distribution network/system, MERALCO
may use these lines and/or additional facilities to serve other customers in the
area. Nonetheless, the cost of digging, repairing/restoring the ground
pavement for any additional facilities or extension works initiated by
MERALCO shall be for its own account. Real property tax, if any be due on
said electrical facilities shall be for the account of MERALCO)
4. The CUSTOMER shall apply the same security measures over the MERALCO
electrical facilities as it observes in respect of CUSTOMERs own equipment
in the premises, in order to ensure that the lines, and other facilities stated in
this Agreement are secured against any loss, damage, or tampering.
5. Any dispute arising out of this Agreement shall be settled amicably by the
parties between them without the intervention by a third party or by
conciliation or mediation or any alternative way of dispute resolution.
However, a party may go to court immediately if the parties could not agree on
the mode of settling the dispute.
6. In the event that any part of this Agreement is violated by the CUSTOMER,
MERALCO shall reserve the right to transfer its facilities and equipment
outside the Compound. The CUSTOMER shall compensate MERALCO for
the expenses of such relocation.
7. This Agreement shall take effect upon the signing of the parties and shall be
enforced and binding upon the PARTIES, their successors, and permitted
assigns, unless terminated by either party by serving a written notice to the
other party at least thirty (30) days before the effective date of termination.
Either party may likewise terminate this Agreement, after serving a written
notice to the other party, for breach of this Agreement or when this Agreement
is rendered invalid and/or unenforceable by law or competent authority, or
when the performance under this Agreement has been rendered impossible by
force majeure or fortuitous events.
8. The Parties warrant that each of them has taken all the appropriate and
necessary action to authorize the execution, delivery, and performance of the
obligations stated in this Agreement.

IN WITNESS WHEREOF, the PARTIES hereto, through their duly authorized

representatives, have signed this Agreement at the place and on the date first above
written.
MANILA ELECTRIC COMPANY
By:
_________________________
Mr. Juan dela Cruz
Asst. Vice President

XYZ (PHILIPPINES), INC.

By:
____________________________
Mr. Artemio Gutierrez
General Manager
SIGNED IN THE PRESENCE OF:
___________________________
Witness 1

____________________________
Witness 2

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
) s.s.
BEFORE ME, a Notary Public in and for the ___________, this ____day of
_________2010 , personally appeared
Name

Driver's License No.

Issued at/on

known to me and to me known to be the same persons who executed the foregoing
instrument and they acknowledged that the same is their own free and voluntary act and
deed.
This Agreement, consisting of three (3) pages, including the page on which this
acknowledgment has been signed on the left margin of each and every page thereof by
the parties and sealed with my notarial seal.
WITNESS MY HAND AND SEAL, on the date and place first above written.

Doc. No. _____ ;

Page No. _____ ;
Book No. _____ ;
Series of 2012.