ASEAN ENERGY CONSERVATION AND MANAGEMENT PROJECT A.I.D. PROJECT NO. 498-0285

This Amendment No. 1 entered into as of this 1st day of August
1986, between the Republic of the Philippines (“Grantee”), on behalf of
the Association of Southeast Asian Nation (“ASEAN”) and the United State
of America, acting through the Agency for International Development
(“A.I.D.”),

WITHNESSETH THAT

WHEREAS, A.I.D. and the Grantee entered into a Project Grant
Agreement on July 30, 1985 to provide $1,975,000 for the Project;

WHEREAS, the intent was to provide additional financing for the
Project, subject to availability of funds and the continuing agreement
of the Parties; and

WHEREAS, A.I.D. has allotted an additional grant amount of
$1,350,000 for this Project;

NOW THEREFORE, the Grantee and A.I.D. hereby agree to amend the
Agreement as follows:

Paragraph 3: Amount of A.I.D. Grant

Paragraph 3 of the ProjectGrant Agreement is amended by increasing
the amount of the grant from $1,975,000 to 3,325,000 and by reducing the
amount to be provided in subsequent increments subject to the
availability of funds to the A.I.D. for this purpose from $3,025,000 to
$1,675,000. The corresponding allocation of Grant funds, provided under
the Agreement, as amended hereby, is shown in the Budget attached
hereto.

BUDGET SHEET

(Grant Fund Allocation)

The additional grant amount of 1,350,000 provided by A.I.D. through
this Amendment is allocated to the Project Components as follows.

Expect as expressly amended herein, the said Agreement shall
continue in full force and effect in accordance with all of its terms.

IN WITHNESS WHEREOF, the Grantee and the United States of America,
each acting through its duly authorized representatives, have caused
this Amendment No. 1 to the Agreement to be signed in their names and
delivered as of the day and year first above written.