Consolidation, Merger and Sale of Assets

Neither the Issuer nor the Company will consolidate with, merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets (computed on a consolidated basis) in one transaction or a series of related transactions) unless:

(a) the Issuer or the Company shall be the continuing Person, or the Person (if other than the Issuer or the Company) formed by such consolidation or merger or that acquired or leased such property and assets (the “Surviving Person”) shall be a corporation organised and validly existing under the laws of the Cayman Islands or the Republic of the Philippines and shall expressly assume, by a supplemental trust deed to the Trust Deed, executed and delivered to the Trustee, all the obligations of the Issuer or the Company under the Trust Deed and the Notes, as the case may be, and the Trust Deed, the Notes, as the case may be, shall remain in full force and effect;

(b) immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Surviving Person or any Subsidiary as having been Incurred at the time of such transaction), no Default shall have occurred and be continuing;

(c) immediately after giving effect to such transaction on a pro forma basis, the Issuer, the Company or the Surviving Person, as the case may be, shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction;

(d) immediately after giving effect to such transaction on a pro forma basis, the Issuer, the Company or the Surviving Person, as the case may be, could Incur at least U.S.$1.00 of additional Indebtedness under the proviso in the first sentence of Condition 4.1(a);

(e) the Company delivers to the Trustee (i) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with (c) and (d) above) and (ii) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental trust deed complies with this provision and that all conditions

precedent provided for herein relating to such transaction have been complied with and the Trustee shall be entitled to accept such certificate and opinion as sufficient evidence thereof, in which event it shall be conclusive and binding on the Noteholders;

(f) each Guarantor, unless such Guarantor is the Person with which the Issuer or the Company has entered into a transaction described under this covenant, shall execute and deliver a supplemental trust deed to the Trust Deed confirming that its Guarantee shall apply to the obligations of the Issuer or the Surviving Person, as the case may be, in accordance with the Notes and the Trust Deed; and

(g) except where (i) the Issuer or the Company is the Surviving Person or (ii) the jurisdiction of incorporation of the Surviving Person is the Republic of the Philippines or the Cayman Islands, the Issuer or the Company, as the case may be, shall have delivered to the Trustee an Opinion of Counsel in the jurisdiction of incorporation of the Issuer or the Company, as the case may be, and the Surviving Person to the effect that the Noteholders will not recognise income gain or loss for income tax purposes of such jurisdiction as a result of such transaction and will be subject to income tax in such jurisdiction on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred and the Trustee shall be entitled to accept such certificate and opinion as sufficient evidence thereof, in which event it shall be conclusive and binding on the Noteholders.

No Subsidiary Guarantor will consolidate with or merge with or into another Person, permit any Person to merge with or into it, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its and its properties and assets (computed on a consolidated basis) in one transaction or a series of related transactions to another Person (other than the Issuer, the Company or another Subsidiary Guarantor), unless:

i. such Subsidiary Guarantor shall be the continuing Person, or the Person (if other than it) formed by such consolidation or merger or that acquired or leased such property and assets shall be the Company, another Subsidiary Guarantor or shall become a Subsidiary Guarantor concurrently with the transaction; provided that in the event that the Subsidiary Guarantor is not the continuing Person or a separate Person is formed as a result of any consolidation or merger or acquisition or lease of property and assets contemplated herein, such continuing Person or formed Person, as the case may be, shall execute and deliver a supplemental trust deed to the Trust Deed confirming such Person as a Subsidiary Guarantor;

ii. immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness which becomes an obligation of the Surviving Person or any Subsidiary as having been Incurred at the time of such transaction), no Default shall have occurred and be continuing;

iii. immediately after giving effect to such transaction on a pro forma basis, the Company shall have a Consolidated Net Worth equal to or greater than the Consolidated Net Worth of the Company immediately prior to such transaction;

iv. immediately after giving effect to such transaction on a pro forma basis, the Company could Incur at least U.S.$1.00 of additional Indebtedness under the proviso in the first sentence of Condition 4.1(a); and

v. the Company delivers to the Trustee (1) an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clauses (iii) and (iv) immediately above) and (2) an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and the relevant supplemental trust deed complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and the Trustee shall be entitled to accept such certificate and opinion as sufficient evidence thereof, in which event it shall be conclusive and binding on the Noteholders,

provided that this paragraph shall not apply to any sale or other disposition (not being the

sale or disposition of all or substantially all of its properties or assets) that complies with Condition 4.8 or Condition 4.9 or any Subsidiary Guarantor whose Subsidiary Guarantee is unconditionally released in accordance with Condition 3.3.

If the Issuer is consolidated with or merged with any Person as permitted above, the Surviving Person will be the successor to the Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Trust Deed, and the predecessor Issuer, except in the case of a lease, shall be released from the obligation to pay principal and interest on the Notes.