Limitation on Restricted Payments

The Company will not, and will not permit any Restricted Subsidiary, directly or indirectly, to (the payments or any other actions described in Conditions 4.2(a) to (d) being collectively referred to as “Restricted Payments”):

(a) declare or pay any dividend or make any distribution on or with respect to the Company’s or any Restricted Subsidiary’s Capital Stock (other than dividends or distributions payable solely in shares of the Company’s or any Restricted Subsidiary’s Capital Stock (other than Disqualified Stock or Preferred Stock) or in options, warrants or other rights to acquire shares of such Capital Stock) held by Persons other than the Company or any Restricted Subsidiary;

(b) purchase, call for redemption or redeem, retire or otherwise acquire for value any shares of Capital Stock of the Company or any Restricted Subsidiary (including options, warrants or other rights to acquire shares of such Capital Stock) or any direct or indirect parent of the Company held by any Persons other than the Company or any Restricted Subsidiary;

(c) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness that is subordinated in right of payment to the Notes or any Guarantee (excluding any intercompany Indebtedness between or among the Company and any Restricted Subsidiary); or

(d) make any Investment, other than a Permitted Investment;

if, at the time of, and after giving effect to (on a pro forma basis), the proposed Restricted Payment:

(A) a Default has occurred and is continuing or would occur as a result of such Restricted Payment;

(B) the Company could not Incur at least U.S.$1.00 of additional Indebtedness under the proviso in the first sentence of clause (a) of Condition 4.1; or

(C) such Restricted Payment, together with the aggregate amount of all Restricted Payments declared or made by the Company and its Restricted Subsidiaries after the Measurement Date, would exceed the sum (without duplication) of:

(i) 50.0% of the aggregate amount of the Consolidated Net Income of the Company (or, if the Consolidated Net Income is a loss, minus 100.0% of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the quarterly period during which the 2018 Notes are issued and ending on the last day of the Company’s most recently ended quarterly period for which consolidated financial statements of the Company (which the Company shall use its reasonable best efforts to compile in a timely manner) are available (under Condition 4.16) at the time of such Restricted Payment; plus

(ii) 100.0% of the aggregate Net Cash Proceeds received by the Company or any Restricted Subsidiary after the Measurement Date as a capital contribution or from the issuance and sale of its Capital Stock (other than Disqualified Stock) to a Person who is not a Subsidiary of the Company, or an employee stock ownership plan, option plan or similar trust; plus

(iii) 100.0% of the amount by which Indebtedness of the Company is reduced on the Company’s balance sheet upon conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Measurement Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Company upon such conversion or exchange); provided that the foregoing amount shall not exceed the Net Cash Proceeds received by the Company or any Subsidiary of the Company from the sale of such Indebtedness (excluding sales to a Subsidiary of the Company or an employee stock ownership plan, option plan or similar trust); plus

(iv) an amount equal to the sum of (A) the net reduction in Investments (other than reductions in Permitted Investments) that were made after the Measurement Date in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realised on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions), in each case to the Company or any Restricted Subsidiary (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income) and (B) the portion (proportionate to the Company’s equity interests in an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary meets the definition of a Restricted Subsidiary as set out in Condition 4.21, not to exceed, in each case, the amount of Investments made by the Company or a Restricted Subsidiary after the Measurement Date in any such Person or Unrestricted Subsidiary (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income).

The foregoing provision shall not be violated by reason of:

(I) the payment of any dividend within 60 days after the related date of declaration if, at said date of declaration, such payment would comply with the preceding paragraph;

(II) the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or any Guarantor with the Net Cash Proceeds of, or in exchange for, a substantially concurrent Incurrence of Permitted Refinancing Indebtedness;

(III) the redemption, repurchase or other acquisition of Capital Stock of the Issuer or any Guarantor (or options, warrants or other rights to acquire such Capital Stock) in exchange for, or out of the Net Cash Proceeds of a capital contribution or a substantially concurrent sale (other than to a Subsidiary of the Company, an employee stock ownership plan, option plan or similar trust) of, shares of Capital Stock (other than Disqualified Stock) of the Issuer or any Guarantor (or options, warrants or other rights to acquire such Capital Stock); provided that the amount of any such Net Cash Proceeds that are utilised for any such Restricted Payment will be excluded from Condition 4.2(C)(ii);

(IV) the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or any Guarantor in exchange for, or out of the Net Cash Proceeds of, a substantially concurrent sale (other than to a Subsidiary of the Company, and employee stock ownership plan or a trust for the benefit of employees) of, shares of Capital Stock (other than Disqualified Stock) of the Issuer or any Guarantor (or options, warrants or other rights to acquire such Capital Stock); provided that the amount of any such Net Cash Proceeds that are utilised for any such Restricted Payment will be excluded from Condition 4.2(C)(ii);

(V) the payment of any dividends or distributions declared, paid or made by a Restricted Subsidiary payable, or the purchase, call for redemption or redemption, retirement or other acquisition by a Restricted Subsidiary of any shares of its Capital Stock made, on a pro rata basis to or from all holders of any class of Capital Stock of such Restricted Subsidiary; or

(VI) the payment by the Issuer or the Company of Restricted Payments referred to in clauses (a), (b), (c) and (d) of this Condition 4.2; provided that such Restricted Payments in an aggregate amount do not exceed, together with all other such Restricted Payments made pursuant to this clause (VI), U.S.$20.0 million (or the Dollar Equivalent thereof) since the Measurement Date,

provided that, in the case of Condition 4.2(I), (II), (III) or (IV), no Default shall have occurred and be continuing or would occur as a consequence of the actions or payments set forth therein.

Each Restricted Payment permitted pursuant to Condition 4.2(I) and (V) shall be included in calculating whether the conditions of Condition 4.2(C) have been met with respect to any subsequent Restricted Payments.

The amount of any Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or the Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The value of any assets or securities that are required to be valued by

this Condition 4.2 will be the Fair Market Value. The Board of Directors’ determination of the Fair Market Value of a Restricted Payment or any such assets or securities must be based upon an opinion or appraisal issued by an appraisal or investment banking firm of reputable standing in the Republic of the Philippines or internationally if the Fair Market Value exceeds U.S.$15.0 million (or the Dollar Equivalent thereof).

Not later than the date of making any Restricted Payment in an amount in excess of U.S.$15.0 million (or the Dollar Equivalent thereof), the Issuer and the Company will deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Condition 4.2 were computed, together with a copy of any fairness opinion or appraisal required by the Trust Deed or these Conditions.

4.3 Limitation on Dividend and Other Payment Restrictions Affecting Restricted