Republic of the Philippines CENTRAL BOARD OF ASSESSMENT APPEALS
Manila

ASIAN TERMINALS, INC.,

Petitioner-Appellant,

-versus-

CBAA CASE NO. L – 101

THE LOCAL BOARD OF ASSESSMENT APPEALS OF THE PROVINCE OF BATAAN,
Appellee,

-and-

RICARDO C. HERRERA, OIC-

PROVINCIAL ASSESSOR and EMERLINDA S.

OF BATAAN TALENTO,

PROVINCIAL TREASURER OF BATAAN, Respondent-Appellee.
x——————————————————-x

D E C I S I O N

As appealed before this Board, Petitioner-Appellant impugned the Order

of Appellee, Local Board of Assessment Appeals of the Province of Bataan for

having “wrongly and questionably ordered the dismissal of the Petition, on the

baseless (both in fact and in law) technical ground that appellant did not comply

with the Appellee’s Order dated July 28, 2009 (the ‘July 28, 2009 Order’)

directing appellant to submit to appellee a copy of the sworn statement dated

June 19, 2008 (the ‘Sworn Statement’) executed by appellant’s Mr. Ruel S.

Lagtapon. The Order of the Local Board of Assessment Appeals of Bataan is

hereby reproduced to wit:

“O R D E R

In the Order dated July 28, 2009, petitioner was directed to submit to the Board, within five (5) days from notice, a coopy (sic) of the Sworn Statement dated June 17, 2008, which petitioner alleged in its petition was executed by its Mr. Ruel S. Lagtapon and on the basis of which the respondent Provincial Assessor issued his challenged Notice of Reassessment and 2008 Declarations.

The Order was received by petitioner on July 31, 2009, thereby giving it until August 5, 2009, within which to render compliance. Had petitioner

requested for more time to do so, the same would have been readily allowed. No such request has been received, however, and with the lapse of more than three (3) months the Board sees no indication that petitioner has any intention to comply.

The Board has considered the subject Sworn Statement to be a vital document which a fair and judicious resolution of the dispute could be possible. As stated in the earlier Order, the dispute arose from the Sworn Statement because it served as the basis for the respondent Provincial Assessor to issue the Notice of Reassessment and 2008 Declarations which, in turn, became the subject of petitioner’s appeal. Without the Sworn Statement, there is no was (sic) for the Board to determine if the respondent Provincial Assessor’s action did not have any legal or factual basis as alleged by the petitioner.

Obviously, the petitioner cannot be allowed to continue stallin (sic) the disposition of this case by its refusal to comply with a lawful and reasonable requirement imposed upon it. The Board is at a loss as to why the petitioner would have any problem or difficulty complying with such a simple directive. Consequently, the Board is constrained to consider petitioner’s non-compliance with the subject Order to be sufficient ground for dismissing the appeal, analogous to the grounds for the dismissal of an action under Section 3, Rule 17 of the Rules of Civil Procedure, e.g., failure of the plaintiff to prosecute his action for an unreasonable length of time, to comply with any order of the court.

WHEREFORE, on account of the petitioner’s unjustified failure to comply with the Order dated July 28, 2009, let the petition be, as it is hereby ordered, DISMISSED.

SO ORDERED.”

Petitioner-Appellant assigned the following errors:

“I.

APPELLEE GRAVELY ERRED WHEN IT FALSELY HELD IN ITS IMPUGNED ORDER THAT APPELLANT DID NOT COMPLY WITH ITS JULY 28, 2009 ORDER AND THAT APPELLEE ‘SEES NO INDICATION THAT PETITIONER HAS ANY INTENTION TO COMPLY’ WITH APPELLEE’S JULY 28, 2009 ORDER NOTWITHSTANDING THE FACT THAT APPELLEE HAD, PRIOR TO ITS RELEASING THE IMPUGNED ORDER ON DECEMBER 10, 2009, ALREADY RECEIVED ON DECEMBER 2, 2009 THE SWORN STATEMENT SUBJECT OF THE JULY 28, 2009 ORDER.

II.

EVEN ASSUMING THAT THERE WAS IN FACT NON-COMPLIANCE (ALTHOUGH CLEARLY THERE WAS COMPLIANCE) BY APPELLANT WITH THE JULY 28, 2009 ORDER, APPELLEE GRAVELY ERRED AND DENIED APPELLANT DUE PROCESS WHEN IT DISMISSED APPELLANT’S PETITION BASED ON THE GROUND STATED UNDER SECTION 3, RULE 17 OF THE RULES OF COURT, WHICH RULE DOES NOT APPLY TO PROCEEDINGS BEFORE APPELLEE.

III.

APPELLEE GRAVELY ERRED WHEN IT HELD THAT ‘WITHOUT THE SWORN STATEMENT THERE IS NO WAS [SIC] FOR THE BOARD TO DETERMINE IF THE RESPONDENT PROVINCIAL ASSESSOR’S ACTION DID NOT HAVE ANY LEGAL OR FACTUAL BASIS AS ALLEGED BY PETITIONER.’

IV.

APPELLEE ERRED IN NOT RULING ON THE MERITS OF THE PETITION IN FAVOR OF APPELLANT”.

With some reliance on DOJ Opinion No. 99, s. 1976, Respondents-

Appellees provided the following Answer:

“It may be pertinent to state that in DOJ Opinion No. 99, s. 1976, the view was expressed that both the LBAA and the CBAA can dismiss an appeal on the ground of the appellant’s failure to pay the assessed taxes within specified periods of time, such ground being ‘analogous to the grounds for the dismissal of judicial appeals’ under Section 1, Rule 50 of the Rules of Court;

Appellee LBAA certainly has the inherent power to enforce and compel obedience to its orders otherwise the authority given to it by law would be illusory. Consequently, the ‘Impugned Order’ dismissing the appellant’s petition in the face of what it properly perceived as unjustified failure to comply with its order is but a valid exercise of such power.”

As gathered, Petitioner-Appellant, Asian Terminals, Inc. is the owner of

the Mariveles Grains Terminal (MGT) and the properties within it until it

absolutely transferred the same to the Mariveles Grains Corporation.

Not satisfied with the 2008 action of the OIC-Provincial Assessor in the

Reassessment and Declaration of the real properties within the MGT,

Petitioner-Appellant appealed the Notice of Reassessment, the 2008

Declarations and the Notice of Delinquency on said real properties on July 25,

2009. The case reached this board on Appeal, on January 15, 2010.

Pursuant to the policy of the Supreme Court on Amicable Settlement of

Cases; the enactment into law of R.A. 9285 of April 2, 2004: “An Act to

Institutionalize the Use of an Alternative Dispute Resolution System in the

Philippines and to Establish the Office for all Alternative Dispute Resolution,

and for other Purposes”; and the issuance of E.O. 523 of April 17, 2006,

Alternative Dispute Resolution in the Executive Department; we scheduled a

Hearing and discussed with the parties the possibility of a Compromise

Agreement. On our second meeting, the Compromise Agreement was already

in the offing. We allowed one more session to thresh out the kinks thereto, and

true enough the Compromise Agreement was before us for approval, on July

28, 2010. The same is herewith reproduced as follows:

“COMPROMISE AGREEMENT

KNOW ALL MEN BY THESE PRESENT:

This Compromise Agreement made and entered into this JUL 26 2010 day of 2010, at __________, __________, by and among:

RICARDO C. HERRERA, in his capacity as OIC Provincial Assessor of the Province of Bataan (the ‘Provincial Assessor’), EMERLINDA S. TALENTO, in her capacity as the Provincial Treasurer of the Province of Bataan (the ‘Provincial Treasurer’) both with official address at the Capitol Compound, Balanga City, Bataan, with the conformity of the PROVINCE OF BATAAN (‘Bataan’), a local government unit of the Republic of the Philippines, with principal office at the Capitol Compound, Balanga City, Bataan, represented in this transaction by its Governor, HON. ENRIQUE T. GARCIA, JR. as authorized under Sangguniang Panlalawigan Resolution No. 64, series of 2010, dated 28 June 2010, a copy of which is attached hereto and made an integral part hereof as Annex ‘A’;

ASIAN TERMINALS, INC., a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office address at A. Bonifacio Drive, Port Area, Manila, represented in this transaction by its President, EUSEBIO H. TANCO and its Vice-President for Mariveles Grain Terminal, SEAN L. PEREZ, whose authority to sign this Agreement is evidenced by a copy of the Secretary’s Certificate attached hereto and made an integral part hereof as Annex ‘B’, and hereinafter referred to as ‘ATI’;

– and –

MARIVELES GRAIN CORPORATION, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office address at Mariveles, Bataan, represented in this transaction by its President, RAMON R. ATAYDE, whose authority to sign this Agreement is evidenced by a copy of the Secretary’s Certificate attached hereto and made an integral part hereof as Annex ‘C’, and hereinafter referred to as ‘MGC’;

WITNESSETH, That:

WHEREAS, sometime in 2005, the Province of Bataan, through its Provincial Assessor, issued Tax Declaration Nos. 39589, 39590, 39588, 39982, 39980, 39979 and 39981 (the ‘2005 Tax Declarations’) over real properties consisting of buildings, machinery and equipment located within and comprising the Mariveles Grain Terminal (the ‘MGT Properties’) and as a consequence and on the basis of such 2005 Tax Declarations, ATI regularly paid real property taxes over the MGT Properties duly assessed by the Provincial Treasurer (in the same manner that ATI had done on the basis of previous declarations and assessments), including the total aggregate amount of Fifteen Million Two Hundred Fifty Eight Thousand Eight Hundred Eighty and 87/100 Pesos (P15,258,880.87) duly paid on 26 September 2006;

WHEREAS, sometime in 2008, ATI absolutely transferred the MGT Properties to its wholly-owned and controlled subsidiary, MGC;

WHEREAS, on 17 June 2008, upon the directive of the Provincial Assessor, Mr. Ruel S. Lagtapon, Assistant Vice President of ATI, submitted a Sworn Statement containing the acquisition costs of the MGT Properties;

WHEREAS, on 18 June 2008, ATI received a Notice of Re-Assessment of even date (‘Notice of Re-Assessment’) from the Provincial Assessor, notifying ATI that the MGT Properties have been re-assessed for the year 2008, such that higher market and assessed values have been assigned to such MGT Properties retroactively from 1997 to 2007 and attaching therewith Tax Declaration Nos. 41824, 41825, 41826, 41827, 41828, 41829, 41830 and 42708 (the ‘2008 Tax Declarations) in lieu of the 2005 Tax Declarations;

WHEREAS, the 2008 Tax Declarations expressly cancelled the 2005 Tax Declarations and cover the same properties previously assessed and declared by the Provincial Assessor in the 2005 Tax Declarations;

WHEREAS, the higher market values and assessed values of the MGT Properties for the years 1997 to 2007 were computed by the Provincial Assessor using the acquisition costs as contained in the Sworn Statement of Mr. Ruel S. Lagtapon and applying the formula for the computation of Reproduction/Replacement Cost of Machinery as provided in the Manual on Real Property Appraisal and Assessment Operations where foreign currency exchange rates at the time of acquisition and during reassessments are taken into consideration;

WHEREAS, on 19 June 2008, the Provincial Treasurer, utilizing the higher values assigned in the Notice of Re-Assessment and the 2008 Tax Declarations, issued to ATI a Notice of Delinquency of even date (‘Notice of Delinquency’), demanding that ATI pay the amount of Three Hundred Twenty Four Million Eight Hundred Eighty-Two Thousand Seven Hundred Seventy-Nine and 66/100 Pesos (P324,882,779.66), representing alleged deficiency real property taxes from 1997 to 2007 with alleged penalties;

WHEREAS, on 23 July 2008, ATI filed a Petition dated 22 July 2008 with the Local Board of Assessment Appeals (‘LBAA’) of the Province of Bataan, docketed as LBAA Case No. 2008-02 and entitled ‘Asian Terminals, Inc. vs. Ricardo Herrera, OIC-Provincial Assessor of the Province of Bataan, and Emerlinda S. Talento, Provincial Treasurer of Bataan’ (the ‘LBAA Case’), appealing the Notice of Re-Assessment pursuant to Section 226 of Republic Act No. 7160, as amended, otherwise known as the Local Government Code;

WHEREAS, ATI posted a surety bond along with its Petition in the LBAA Case equivalent to the amount of taxes and penalties due in the Notice of Delinquency;

WHEREAS, sometime in the latter part of August 2008, the Provincial Treasurer caused the posting of a Notice of Delinquent Real Property Tax at the Provincial Capitol, listing, among others, ATI as delinquent in the payment of real property taxes and thereafter, issued a Warrant of Levy and Notice of Sale against the MGT Properties, setting the public auction thereof on 15 October 2008 at 9:00 a.m.;

WHEREAS, in view of the impending public auction of the MGT Properties scheduled on 15 October 2008, ATI and MGC filed on 25 September 2008 with the Regional Trial Court in Balanga, Bataan, a Petition for Prohibition dated 24 September 2008 (“Petition for Prohibition”) against Emerlinda S. Talento, in her capacity as Provincial Treasurer for the Province, entitled ‘Asian Terminals, Inc. and Mariveles Grain Corporation vs. Emerlinda S. Talento, in her capacity as Provincial Treasurer of the Province of Bataan’, docketed as Case No. 9079 (the ‘Prohibition Case’), praying that the respondent Provincial Treasurer be enjoined from conducting the public auction sale of the MGT Properties on 15 October 2008 or at any subsequent date thereafter and from implementing the Warrant of Levy dated 11 September 2008;

WHEREAS, upon motion of ATI and MGC and after due hearing, the Trial Court issued a Temporary Restraining Order and a Writ of Preliminary

Injunction dated 10 and 24 October 2008, respectively, enjoining the Provincial Treasurer from conducting the public auction sale of the MGT Properties, from implementing the Warrant of Levy dated 11 September 2008, or in any manner whatsoever, collecting the disputed delinquent real property taxes nor in any manner whatsoever, implementing the Notice of Re-Assessment dated 18 June 2008 and the Notice of Delinquency dated 19 June 2008;

WHEREAS, after several hearings conducted, the Trial Court issued an Order dated 16 February 2009, resolving the Petition for Prohibition and issued the corresponding Writ of Prohibition enjoining the Provincial Treasurer from collecting the purported delinquent real property taxes and penalties on the MGT Properties until the Petition dated July 22, 2008 filed with the Local Board of Assessment Appeals is finally resolved;

WHEREAS, in the case of Talento, etc. vs. Escalada, et al. (G.R. No. 180884, 27 June 2008), the Supreme Court held that the posting of surety bond may be allowed in lieu of the collection of real property taxes by a local government unit pending the resolution of a tax protest;

WHEREAS, the resolution of protests on, and appeals of assessments of real property taxes ordinarily takes several years and such cases may eventually reach the Supreme Court before they are finally resolved;

WHEREAS, the Provincial Assessor, in a letter dated 27 March 2009 to the Bureau of Local Government Finance (‘BLGF’), requested for an opinion on the applicability of the formula provided in the Manual on Real Property Appraisal and Assessment Operations where foreign currency exchange rates at the time of acquisition and during reassessments are considered, for purposes of assessing the machinery and equipment owned by ATI;

WHEREAS, while the BLGF, in a letter dated 03 June 2009, declined to issue the opinion requested by the Provincial Assessor on the ground of sub judice, in view of the pendency of the LBAA Case, it nevertheless attached therewith, for the Provincial Assessor’s information and guidance, several opinions rendered by the BLGF on other cases where it stated that said formula with foreign currency exchange rates should be applied only on the year of acquisition and thereafter depreciated during the succeeding years;

WHEREAS, the LBAA Case is now pending before the CBAA docketed as CBAA Case No. L-101 (the ‘CBAA Case’) by way of appeal;

WHEREAS, the parties desire to fully settle their dispute which is the subject of the aforementioned CBAA Case and to put an end to all issues with respect to the real property taxes due on the MGT Properties;

WHEREAS, the Sangguniang Panlalawigan of the Province of Bataan has authorized the Provincial Assessor and the Provincial Treasurer, through the Provincial Governor, to enter into and conclude a Compromise Agreement in connection with the cases involving the MGT Properties, as shown by Sangguniang Panlalawigan Resolution No. 64, series of 2010, dated 28, June 2010, Annex ‘A’ hereof;

NOW, THEREFORE, for and in consideration of the foregoing premises, and subject to the mutual covenants and conditions hereinafter set forth, in the spirit of goodwill and understanding, the parties herein have agreed to settle their dispute with respect to the real property taxes assessed under the 2008 Tax Declarations, and to put an end to any and all prior, existing and future claims by, or litigation between them arising from the facts and circumstances relating to the MGT Properties and hereby mutually agree as follows:

Section 1. Approval by the CBAA. – This Compromise Agreement shall be valid and effective upon approval by the Central Board of Assessment Appeals in CBAA Case No. L-101.

Section 2. Issuance of New Tax Declarations. – Upon approval of this Compromise Agreement by the CBAA, the Provincial Assessor shall issue new tax declarations over the MGT Properties, as well as the corresponding new tax declarations in the name of MGC covering the present MGT Properties, replacing the following 2008 Tax Declarations applying the allowable depreciation as follows (collectively, the ‘2010 Tax Declarations’):

2008 Tax Declaration No.
Depreciated Market Values
For 2010

2010 Assessed Values

RPT Due

41824
P 23,050,341.05
P 18,440,272.84
P 368,805.46

41825
200,985,150.45
160,788,120.36
3,215,762.41

41826
23,441,210.55
18,752,968.44
375,059.37

41827
50,525,966.75
40,420,773.40
808,415.47

41828
1,399,762.34
839,857.40
16,797.15

41829
459,994,703.72
367,995,762.97
7,359,915.26

41830
1,672,993.13
1,003,795.88
20,075.92

42708
23,207,493.75
18,565,995.00
Exempt

TOTAL P12,164,831.04

For the avoidance of doubt, and in accordance with Section 221 of the Local Government Code, the foregoing 2010 Tax Declarations shall take effect on 01 January 2011.

Section 3. Full Settlement of Real Property Taxes on MGT Properties –

(a) Upon approval of this Compromise Agreement by the CBAA and issuance of the 2010 Tax Declarations in the name of MGC as provided in Section 2 hereof, ATI and MGC shall pay to the Provincial Treasurer the total aggregate amount of SIXTY SEVEN MILLION TWENTY TWO THOUSAND SIXTY FOUR AND 99/100 PESOS (P67,022,064.99), as the full and final settlement of all the real property taxes due on the MGT Properties up to the end of calendar year 2010.

Any payment made by ATI and MGC pursuant to this Section shall not, in any way, be construed as an admission of fraud, liability or any other action or inaction resulting to any kind of liability on their part.

Section 4. Issuance of Tax Clearance Certificate and Tax Declarations. – Upon the payment of the amounts provided in Section 3 hereof, the Provincial Treasurer shall issue a Tax Clearance Certificate in favor of ATI and MGC, certifying that all real property taxes due on the MGT Properties have been fully paid and that no other real property taxes due on the MGT Properties as of the calendar year 2010 still remain outstanding and unpaid. Pursuant to Section 2, the Provincial Assessor shall likewise issue the Tax Declarations as specified in the table under Section 2 hereof.

Section 5. Dismissal of CBAA Case. – Upon approval of this Compromise Agreement by the CBAA and compliance by each of the parties of their respective obligations as provided in Sections 1 to 4 hereof, the parties, if necessary, shall jointly move for the dismissal based on compromise of the CBAA Case, with prejudice.

Section 6. Res Judicata. – This Compromise Agreement, once approved by the CBAA and implemented by the parties in accordance with its terms, constitutes a final and definite settlement of the real property tax claims of the Province of Bataan (including the Provincial Assessor and Provincial Treasurer) against ATI and/or MGC over the present MGT Properties for the period until the end of calendar year 2010 and shall have the effect and authority of res judicata on the parties and their successors-in-interest pursuant to Article 2037 of the Civil Code.

Section 7. Mutual Release and Discharge. – Upon compliance by each of the parties of their respective obligations under Sections 1 to 4 hereof and dismissal of the CBAA Case as provided in Section 5 hereof:

(a) Each of the parties hereby irrevocably and forever, absolutely and unconditionally waive, release, quitclaim, discharge and hold free and harmless each of the other parties, and any of their respective officials, directors, officers, agents, assigns, representatives, or successors-in-interest, from any and all suits, actions, sums of money, damages, claims or demands of whatever nature and kind, disclosed or undisclosed, pending or potential, arising out of or in connection with the controversy arising from the same facts, incident, claim, cause or causes of action, in the LBAA Case, the CBAA Case and the Prohibition Case, including but not limited to claims for any deficiency or back real property taxes, interest and/or penalties.

(b) The parties hereby undertake and warrant that they will not directly or indirectly, institute or cause the institution of any complaint, action, suit, claim or demand whatsoever of whatever nature and kind, whether civil, criminal or administrative, against each other, including their respective officials, officers, directors, agents, assigns or successors-in-interest, in any court of law, prosecutor’s office, administrative body or any other forum, body or tribunal in connection with the controversy arising from the same facts, incident, claim, cause or causes of action in the LBAA Case, the CBAA Case and the Prohibition Case.

Section 8. Non-admission. – The execution of this Compromise Agreement and/or the performance of the obligations and actions provided herein shall not be deemed, nor constitute an admission, express or implied, by either party of any claim or demand whatsoever of the other, it being understood that the parties have mutually and freely entered into and performed these acts in the spirit of good faith and understanding and to avoid or terminate a protracted and expensive litigation.

Section 9. Good Faith. – The parties have voluntarily and in good faith entered into this Compromise Agreement in order to settle any and all liability with respect to real property taxes due on the MGT Properties until calendar year 2010 and, for the comfort of any third party purchaser thereof in the future, to remove any cloud of doubt as to the non-existence of any real property tax liability with respect to the MGT Properties as of such date. The parties further confirm that the execution of this Compromise Agreement is not tainted by any mistake, fraud, violence, undue influence or falsity of documents on the part of any party.

Except for the approval required in Section 1 of this Compromise Agreement, the parties hereby warrant that all necessary consents, approvals and authorizations required in connection with their execution, delivery and performance of this Compromise Agreement have been obtained and are in full force and effect. The Provincial Treasurer, the Provincial Assessor and the Province of Bataan, through its Provincial Governor, further warrant that the consents, approvals and authorizations of the relevant local government units wherein the MGT Properties are located have been obtained and are in full force and effect.

Section 10. Severability. – In case any one or more of the provisions contained in this Compromise Agreement shall be declared invalid, illegal or unenforceable in any respect by competent authority, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Compromise Agreement to be signed by their authorized signatories on the date and place above written.

(Signed) RICARDO C. HERRERA
In his capacity as Provincial Assessor of the Province of Bataan

(Signed) EMERLINDA S. TALENTO
In her capacity as Provincial Treasurer of the Province of Bataan

-with the conformity of-

THE PROVINCE OF BATAAN

By:

(Signed) ENRIQUE T. GARCIA, JR.
Governor
as authorized under Sangguniang Panlalawigan Resolution No. 64, series of 2010 Dated 28 June 2010

ASIAN TERMINALS, INC.

By:

(Signed) EUSEBIO H. TANCO
President

and

(Signed) SEAN L. PEREZ
Vice-President- Mariveles Grain Terminal

MARIVELES GRAIN CORPORATION

By:

(Signed) RAMON R. ATAYDE
President

SIGNED IN THE PRESENCE OF

(Signed) (Signed)

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES ) Balanga City, Bataan ) S.S.

BEFORE ME, a Notary Public for and in Balanga City, Bataan, this 26 JUL 2010, personally appeared:

Name
Competent Proof of Identity
Date/Place Issued

RICARDO C. HERRERA, in his capacity as OIC Provincial Assessor of the Province of Bataan

Voter’s ID No. 08030162BL2763RCH10000

December 9, 2003/ Balanga City

EMERLINDA S. TALENTO, in her capacity as Provincial Treasurer of the Province of Bataan

Passport No. TT-0916710

September 23, 2006/ Manila

ENRIQUE T. GARCIA, JR. in his capacity as Provincial Governor of the Province of Bataan
Voter’s ID No. 08030165AI1340ETG10000
November 7, 2003/ Balanga City

identified by me through competent evidence of his/her identity bearing his/her photograph and signature to be the same persons who executed the foregoing instrument and they acknowledged to me that the same is their own free act and voluntary deed and the free act and voluntary deed of the corporation they represent, they being duly authorized to execute the foregoing instrument.

This instrument refers to a Compromise Agreement, which consists of nine (9) pages, including the page whereon this acknowledgement is written excluding the Annexes.

WITNESS MY HAND AND NOTARIAL SEAL on the date, year and place first above written.

Doc. No. 274; Page No. 56; Book No. I; Series of 2010.

Atty. Jenny Vi C. Trinidad-Laygo Notary Public
NC-284-10 Until December 31, 2010 PTR No. 0156066
02/09/2010; Balanga City, Bataan IBP No. 662013; 01/06/2010
Roll No. 53850 Bataan

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES ) City of Manila ) S.S.

BEFORE ME, a Notary Public for and in City of Manila, this July 27, 2010, personally appeared:

Name
Competent Proof of Identity
Date/Place Issued

EUSEBIO H. TANCO in his capacity as President of ASIAN TERMINALS, INC.

Passport No. XX-5485551

February 9, 2010/ Manila

SEAN L. PEREZ in his capacity as Vice-President, Mariveles Grain Terminal of ASIAN TERMINALS, INC.

Passport No. XX-0818428

March 27, 2008/Manila

RAMON R. ATAYDE in his capacity as President of MARIVELES GRAIN CORPORATION

Passport No. TT-0228401

June 9, 2006/Manila

identified by me through competent evidence of his/her identity bearing his/her photograph and signature to be the same persons who executed the foregoing instrument and they acknowledged to me that the same is their own free act and voluntary deed and the free act and voluntary deed of the corporation they represent, they being duly authorized to execute the foregoing instrument.

This instrument refers to a Compromise Agreement, which consists of nine (9) pages, including the page whereon this acknowledgment is written but excluding the Annexes.

WITNESS MY HAND AND NOTARIAL SEAL on the date, year and place first above written.

Doc. No. 221; Page No. 45; Book No. II; Series of 2010.

ATTY. MARYJOYCE C. DIÑO

NOTARY PUBLIC, UNTIL DEC. 31, 2011 PTR NO. 8236298, JAN. 6, 2010, MANILA IBP NO. 794203, JAN. 6, 2010, CAGAYAN ROLL OF ATTORNEY NO. 54565
MCLE COMPLIANCE NO. 111-0004808

After a close examination of the Compromise Agreement, this Board

finds the same to be in order, fair, equitable and not contrary to existing laws,

morals, good custom, public order, public policy.

WHEREFORE, herein Compromise Agreement is hereby approved. The

Decision under appeal is accordingly set aside and revised to conform to the

provisions of the Compromise Agreement.

SO ORDERED.

Manila, Philippines, August 6, 2010.

(Signed) CESAR S. GUTIERREZ
Chairman

(Signed)
ANGEL P. PALOMARES Member

(Signed) RAFAEL O. CORTES
Member