Ever Gotesco Resources and Holdings, Inc. ("EVER")

July 20, 1998 PSE CIRCULAR FOR BROKERS NO. 1675-98 July 20, 1998 PHILIPPINE STOCK EXCHANGE Disclosure Department Listings and Disclosure Group 4/F Philippine Stock Exchange Center PSE Center, Exchange Road Ortigas Center, Pasig City SUBJECT : Ever Gotesco Resources and Holdings, Inc . ("EVER") Gentlemen : In connection with the full Disclosure Rules, please be informed that we were furnished by the Philippine National Bank late Friday afternoon, July 17, 1998, with a photo-copy of the Memorandum of Agreement ("MOA") executed by Gotesco Tyan Ming Development, Inc. ("GTMDI") and the group of Lenders led by Philippine National Bank, Metropolitan Bank and Trust Company and United Coconut Planters Bank, (the "Lenders") relative to the approved 90-day waiting period from date of execution of the MOA within which the parties will look for remedial alternatives to ensure repayment of the loan exposures of the Lenders. Please note that GTMDI is a fully owned subsidiary of Ever Gotesco Resources and Holdings, Inc., listed in the Philippine Stock Exchange known as EVER. A photo-copy of the aforecited MOA is hereto attached for your information. Very truly yours , By: (SGD.) VICENTE VILLA CANONEO Corporate Secretary MEMORANDUM OF AGREEMENT This Agreement made and executed by and among: GOTESCO TYAN MING DEVELOPMENT, INC. (GTMDI), a corporation organized and existing under the laws of the Republic of the Philippines, with principal office of the Ever Gotesco Corporate Center, 1958 C.M. Recto Avenue, Manila, (hereinafter referred to as the "Barrower") and PHILIPPINE NATIONAL BANK, a commercial banking corporation organized and existing under the laws of the Republic of the Philippines, with principal offices at the PNB Financial Center, Roxas Boulevard, Pasay City, Metro Manila. METROPOLITAN BANK AND TRUST COMPANY, a banking corporation organized and existing under the laws of the Republic of the Philippines, with principal offices at the Metrobank Plaza, Sen. Gil J. Puyat Avenue, Makati City. LexLib UNITED COCONUT PLANTERS BANK, a banking corporation organized and existing under the laws of the Republic of the Philippines, with principal offices at the UCPB Bldg. Makati Avenue, Makati City. (hereinafter collectively referred to as the "Lenders"'). WITNESSETH That WHEREAS, the Lenders extend to the Barrower a credit/loan accommodation (the "Credit Facility") which as of June 15, 1998 has an outstanding principal balance of P615,384,619.27 (the "Outstanding Obligations"). by and under the following credit/loan documents (the "Credit Documents"): (a) Syndicated Loan Agreement for P800 MM dated April 7, 1995, and acknowledged before Notary Public for Makati, Metro Manila. Noel T. Canlas as Doc. No. 269, Page No. 55, Book No. 1, Series of 1995. (b) Mortgage Trust Indenture dated April 7, 1995, and acknowledged before Notary Public for City of Manila, Metro Manila, Antonio G. Malonzo, as Doc. No. 118, Page No. 13, Book No. IV, Series of 1995: WHEREAS, the Barrowers has requested the Lenders for the restructuring of the Outstanding Obligations and for that purposes, the Lenders agree to hold negotiations with the Barrower, subject to the terms and conditions hereinafter set fourth; NOW, THEREFORE, for and in consideration of the foregoing premises, the partias hereto hereby agree as follows: 1. For a period of sixty (60) days from date of notorization of this document hereof (the "Negotiation Period"), the Lenders agree to hold negotiations with the Barrower with the end in view of looking for remedial alternatives to ensure repayment to the Lenders of their respective loan exposures to the Barrower. including but not limited to restructuring of the Barrower's Outstanding Obligations, dacion ex page arrangement, foreclosure of mortgage, etc. 2. During the Negotiation Period the Lenders hereby bind themselves not to make any demand, extra-judicial, judicial or other means nor recent payments in any form from any source of any portion of the Outstanding Obligations whether post due it not nor declare the Barrowers in default. Cdphil 3. In consideration for the Lenders' undertaking set forth as Paragraph 2 above, the Barrower, for the duration of the Negotiation Period, hereby agrees and binds itself as follows: a) it will not sell dispose, or encumber any of its assets, except as may be agreed with the Lenders pursuant to Paragraph 1 above, or authorize or allow any disbursement or release of funds for any purpose not necessary or needed in the conduct of the regular business: b) it will not create, incur, assume or permit or suffer to exist any mortgage, change, pledge,lien or other encumbrances or preferential arrangement (whether or not constituting a security interest) whatever over the whole or any part of its assets or revenues or its right to receive, income, present or future, in favor of any creditor or else of creditors, not will it permit any indebtedness for barrowed money to receive any priority or preference arising under Art. 2244, per 14 of the New Civil Code of the Philippine over the claims of the Lenders; c) it will not commence any action for suspension of payments or debt relief or initiate insolvency proceedings, nor shall it take any action in furtherance of or indicating its consent to the approval of, or acquiescence in any action for recovery of money owned or insolvency petition that may be filed by any other party or creditor against the Barrower, 4. Failure on the part of the Barrower to comply with any of the foregoing obligations under Paragraph 3 (a to c) hereof shall automatically terminate this Memorandum of Agreement. It is understood that the Memorandum of Agreement shall be effective only for the donation of the Negotiation Period, and 5. Any circumstance which will adversely affect the financial conditions and operations of Gotesco Properties, Inc. (GPI), Gotesco Land, Inc. (GLG), Ever Group of Stores (Ever) and Orient Bank (the "Affiliates") such as, but not limited to the filing of court action by the creditors against said Affiliates, shall likewise constitute an Event of Default by the Barrower under the Credit Documents. cdlex 6. It is hereby understood that this Memorandum of Agreement will not in any manners novate, waive, alter or change the texties and conditions of the Credit Document nor will the same work as a discharge or release of the Barrower from its obligations arising from said Credit Documents. IN WITNESS WHEREOF, the parties thru their respective authorized representatives, have caused this Agreement to be executed this ______ day of _______, 1998 at _________. GOTESCO TYAN MING DEVELOPMENT, INC. Borrower By: ____________________ Name: Title: PHILIPPINE NATIONAL BANK Lender By: ____________________ Name: Title: METROPOLITAN BANK & TRUST COMPANY Lender By: ____________________ Name: Title: UNITED COCONUT PLANTERS BANK Lender By: ____________________ Name: Title: SIGNED IN THE PRESENCE OF: _____________________________ ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES At the above stated locality, on this 9th day of July, 1998, before me personality appeared: Name Comm. Tax Cert. No. Date Place Issued Jose C. Go 07181820 2-6-98 Manila in his/her capacity as President of GOTESCO TYAN MING DEVELOPMENT, INC. Mr. Ernie F. Montero 07697483 3-2-98 San Mateo in his/her capacity as Rizal Vice President of PHILIPPINE NATIONAL BANK Eligio C. Labus, Jr. 07155227 3-19-98 Marikina in his/her capacity as First Vice President of METROPOLITAN BANK AND TRUST COMPANY Emmanuel Gevasio 18178536 1-06-98 Paraaque City in his/her capacity as Vice President of UNITED COCONUT PLANTERS BANK known to me to be the same persons who executed the foregoing instruments and acknowledge the same to be their free and voluntary act and deed as well as those corporations herein represented. cdt Said instruments refers to a Memorandum of Agreement consisting of three (3) pages, including this page whereon this Acknowledgement is written, signed by the parties and the witnesses on the signature page hereof and initialed on the other pages and sealed with my notorial seal. (SGD.) MA. THERESA S. CRUZ Notary Public