Common use of PHILIPPINES Clause in Contracts

PHILIPPINES. As of 31 December 2008, the Philippine Bureau of Internal Revenue (BIR), had assessed APO, Solid, IQAC, ALQC and CSPI, our operating subsidiaries in the Philippines, for deficiency taxes covering taxable years 1998-2005 amounting to a total of approximately 1,994 million Philippine Pesos (approximately U.S.$41.96 million as of 31 December 2008, based on an exchange rate of Philippine Pesos 47.52 to U.S.$1.00, which was the Philippine Peso/Dollar exchange rate on 31 December 2008 as published by the Bangko Sentral ng Pilipinas, the central bank of the Republic of the Philippines). The majority of the tax assessments result primarily from the disallowance of APO’s income tax holiday incentives for taxable years 1999 to 2001 (approximately Philippine Pesos 1,078 million or U.S.$22.68 million as of 31 December 2008, based on an exchange rate of Philippine Pesos 47.52 to U.S.$1.00). We have contested the BIR’s assessment, arising from the disallowance of the ITH incentive, with the Court of Tax Appeals (CTA). The initial Division ruling of the CTA was unfavorable, but is subject to further appeal with the CTA as a whole. The assessment is now currently on appeal with the CTA En Banc. A motion was filed with the CTA, requesting the court to hold APO totally not liable for alleged income tax liabilities for all the years covered and to this end cancel and withdraw APO’s deficiency income tax assessments for taxable years 1999, 2000 and 2001 on the basis of APO’s availment of the tax amnesty described below. As of 31 December 2008, resolution on the aforementioned motion is still pending.

PHILIPPINES. As of 31 December November 30, 2008, the Philippine Bureau of Internal Revenue (BIR), had assessed APO, Solid, IQAC, ALQC and CSPI, our operating subsidiaries in the Philippines, for deficiency taxes covering taxable years 1998-2005 amounting to a total of approximately 1,994 million Philippine Pesos (approximately U.S.$41.96 U.S.$40.727 million as of 31 December November 30, 2008, based on an exchange rate of Philippine Pesos 47.52 48.96 to U.S.$1.00, which was the Philippine Peso/Dollar exchange rate on 31 December November 30, 2008 as published by the Bangko Sentral ng Pilipinas, the central bank of the Republic of the Philippines). The majority of the tax assessments result primarily from the disallowance of APO’s income tax holiday incentives for taxable years 1999 to 2001 (approximately Philippine Pesos 1,078 million or U.S.$22.68 U.S.$22.1 million as of 31 December November 30, 2008, based on an exchange rate of Philippine Pesos 47.52 48.96 to U.S.$1.00). We have contested the BIR’s assessment, arising from the disallowance of the ITH incentive, with the Court of Tax Appeals (CTA). The initial Division ruling of the CTA was unfavorable, but is subject to further appeal with the CTA as a whole. The assessment is now currently on appeal with the CTA En Banc. A motion was filed with the CTA, requesting the court to hold APO totally not liable for alleged income tax liabilities for all the years covered and to this end cancel and withdraw APO’s deficiency income tax assessments for taxable years 1999, 2000 and 2001 on the basis of APO’s availment of the tax amnesty described below. As of 31 December November 30, 2008, resolution on the aforementioned motion is still pending.

PHILIPPINES. As of 31 December March 31, 2008, the Philippine Bureau of Internal Revenue (BIR), had assessed APO, Solid, IQAC, ALQC and CSPI, our operating subsidiaries in the Philippines, for deficiency taxes covering taxable years 1998-2005 1998 -2005 amounting to a total of approximately 1,994 million Philippine Pesos (approximately U.S.$41.96 million U.S.$47. 75 Million as of 31 December March 31, 2008, based on an exchange rate of Philippine Pesos 47.52 41.76 to U.S.$1.00, which was the Philippine Peso/Dollar exchange rate on 31 December March 31, 2008 as published by the Bangko Sentral ng Pilipinas, the central bank of the Republic of the Philippines). The majority of the tax assessments result primarily from the disallowance of APO’s 's income tax holiday incentives for taxable years 1999 to 2001 (approximately Philippine Pesos 1,078 million or U.S.$22.68 million U.S.$25.8 Million as of 31 December March 31, 2008, based on an exchange rate of Philippine Pesos 47.52 41.76 to U.S.$1.00). We have contested the BIR’s 's assessment, arising from the disallowance of the ITH incentive, with the Court of Tax Appeals (CTA). The initial Division ruling of the CTA was unfavorable, but is subject to further appeal with the CTA as a whole. The assessment is now currently on appeal with the CTA En Banc. A motion was filed with the CTA, requesting the court to hold APO totally not liable for alleged income tax liabilities for all the years covered and to this end cancel and withdraw APO’s deficiency income tax assessments for taxable years 1999, 2000 2000, and 2001 on the basis of APO’s availment of the tax amnesty described below. As , as of 31 December 2008, the date hereof resolution on the aforementioned motion is still pending.

PHILIPPINES. As of 31 December November 30, 2008, the Philippine Bureau of Internal Revenue (BIR), had assessed APO, Solid, IQAC, ALQC and CSPI, our operating subsidiaries in the Philippines, for deficiency taxes covering taxable years 1998-2005 amounting to a total of approximately 1,994 million Philippine Pesos (approximately U.S.$41.96 U.S.$40.727 million as of 31 December November 30, 2008, based on an exchange rate of Philippine Pesos 47.52 48.96 to U.S.$1.00, which was the Philippine Peso/Dollar exchange rate on 31 December November 30, 2008 as published by the Bangko Sentral ng Pilipinas, the central bank of the Republic of the Philippines). The majority of the tax assessments result primarily from the disallowance of APO’s 's income tax holiday incentives for taxable years 1999 to 2001 (approximately Philippine Pesos 1,078 million or U.S.$22.68 U.S.$22.1 million as of 31 December November 30, 2008, based on an exchange rate of Philippine Pesos 47.52 48.96 to U.S.$1.00). We have contested the BIR’s 's assessment, arising from the disallowance of the ITH incentive, with the Court of Tax Appeals (CTA). The initial Division ruling of the CTA was unfavorable, but is subject to further appeal with the CTA as a whole. The assessment is now currently on appeal with the CTA En Banc. A motion was filed with the CTA, requesting the court to hold APO totally not liable for alleged income tax liabilities for all the years covered and to this end cancel and withdraw APO’s 's deficiency income tax assessments for taxable years 1999, 2000 and 2001 on the basis of APO’s 's availment of the tax amnesty described below. As of 31 December November 30, 2008, resolution on the aforementioned motion is still pending.

PHILIPPINES. As of 31 December 30 November 2008, the Philippine Bureau of Internal Revenue (BIR), had assessed APO, Solid, IQAC, ALQC and CSPI, our operating subsidiaries in the Philippines, for deficiency taxes covering taxable years 1998-2005 amounting to a total of approximately 1,994 million Philippine Pesos (approximately U.S.$41.96 U.S.$40.727 million as of 31 December 30 November 2008, based on an exchange rate of Philippine Pesos 47.52 48.96 to U.S.$1.00, which was the Philippine Peso/Dollar exchange rate on 31 December 30 November 2008 as published by the Bangko Sentral ng Pilipinas, the central bank of the Republic of the Philippines). The majority of the tax assessments result primarily from the disallowance of APO’s income tax holiday incentives for taxable years 1999 to 2001 (approximately Philippine Pesos 1,078 million or U.S.$22.68 U.S.$22.1 million as of 31 December 30 November 2008, based on an exchange rate of Philippine Pesos 47.52 48.96 to U.S.$1.00). We have contested the BIR’s assessment, arising from the disallowance of the ITH incentive, with the Court of Tax Appeals (CTA). The initial Division ruling of the CTA was unfavorable, but is subject to further appeal with the CTA as a whole. The assessment Agreement (RMC) is now currently on appeal with the CTA En Banc. A motion was filed with the CTA, requesting the court to hold APO totally not liable for alleged income tax liabilities for all the years covered and to this end cancel and withdraw APO’s deficiency income tax assessments for taxable years 1999, 2000 and 2001 on the basis of APO’s availment of the tax amnesty described below. As of 31 December 30 November 2008, resolution on the aforementioned motion is still pending.

PHILIPPINES. As of 31 December 30 November 2008, the Philippine Bureau of Internal Revenue (BIR), had assessed APO, Solid, IQAC, ALQC and CSPI, our operating subsidiaries in the Philippines, for deficiency taxes covering taxable years 1998-2005 amounting to a total of approximately 1,994 million Philippine Pesos (approximately U.S.$41.96 U.S.$40.727 million as of 31 December 30 November 2008, based on an exchange rate of Philippine Pesos 47.52 48.96 to U.S.$1.00, which was the Philippine Peso/Dollar exchange rate on 31 December 30 November 2008 as published by the Bangko Sentral ng Pilipinas, the central bank of the Republic of the Philippines). The majority of the tax assessments result primarily from the disallowance of APO’s income tax holiday incentives for taxable years 1999 to 2001 (approximately Philippine Pesos 1,078 million or U.S.$22.68 U.S.$22.1 million as of 31 December 30 November 2008, based on an exchange rate of Philippine Pesos 47.52 48.96 to U.S.$1.00). We have contested the BIR’s assessment, arising from the disallowance of the ITH incentive, with the Court of Tax Appeals (CTA). The initial Division ruling of the CTA was unfavorable, but is subject to further appeal with the CTA as a whole. The assessment is now currently on appeal with the CTA En Banc. A motion was filed with the CTA, requesting the court to hold APO totally not liable for alleged income tax liabilities for all the years covered and to this end cancel and withdraw APO’s deficiency income tax assessments for taxable years 1999, 2000 and 2001 on the basis of APO’s availment of the tax amnesty described below. As of 31 December 30 November 2008, resolution on the aforementioned motion is still pending.