PSE Circular for Brokers No. 289-00

February 8, 2000 PSE CIRCULAR FOR BROKERS NO. 289-00 February 7, 2000 Ms. Grace B. De Guia Asst. Manager, Disclosure Department Philippine Stock Exchange Center Pasig City Dear Ms. De Guia: Further to our disclosure relative to the execution of a Memorandum of Understanding (MOU) with Casino Guichard-Perrachon, we provide herein the Conditions Precedents as set forth in the said MOU: "5.01 The closing of the Investment contemplated herein shall be conditioned upon the occurrence, or the appropriate waiver in writing by the Investor, of the following conditions precedent (the "Closing Conditions"): a. The consolidated debt of the Pre-Investment Uniwide group shall not exceed the Investment Amount, provided that the use of the Investment Amount shall result in the extinguishment of the consolidated debt on or immediately after the Closing Date. The term "consolidated debt" shall mean all debt and liabilities, including accrued interest, penalties and other charges, if any, to banks and financial institutions, and excluding Trade Payables; b. The Trade Payables of the Pre-Investment Uniwide group on a consolidated basis shall not exceed the value of saleable inventory actually existing as of Closing Date; c. Evidence satisfactory to Investor on the full ownership by UHI, USWCI (or NEWCO as the case may be) or USRRC of all their respective lands, buildings, leasehold rights and/or other real properties or interests in real properties, as contemplated under Clauses 2.03, 2.04 (e) and 5.01(d) and (e), shall have been presented to Investor, with no outstanding unresolved issues or claims with respect to any of such lands and buildings; d. All Build-Operate-Transfer Agreements with the City Governments of Mandauc and Baguio, including joint venture agreements with other third parties such as Bacolod are valid and enforceable, upon terms disclosed in writing to the Investor, with the specific area to be occupied by the Warehouse Club stores particularly identified and secured in favor of USRRC to the satisfaction of the Investor; cdll e. All lease agreements covering properties being leased by USRRC, USWCI (or NEWCO as the case may be) or UHI are valid and subsisting and the term of the lease agreement covering Edsa shall have been extended for a period of at least five (5) years from its expiration on 30th September, 2002 upon terms satisfactory to the Investor. In respect of Avenida , the term of the lease agreement shall have been extended for a period of at least ten (10) years from its expiration on 28th February, 2000 or an offer to sell from the owners has been obtained by the Gow Family on behalf of the Investor, upon terms satisfactory to the Investor; f. The Preliminary Structure shall not pose any adverse tax consequences or give rise to any unquantified future liabilities; g. Audited balance sheets of UHI, USWCI, USRRC as of 30th June 1999, the audited financial statements of the Uniwide group for the calendar year ending 31st December 1999 shall have been provided to the Investor. Pro forma opening balance sheets of UHI, USWCI, USRRC as of a period to be determined by the Investor immediately prior to Closing Date shall be provided to the mutual satisfaction of the Parties; cdll h. The Rehabilitation Plan shall have been amended to include the Investment and such amended rehabilitation plan shall have been reviewed by the Investor, approved by such number of auditors as required by applicable SEC rules or otherwise ordered implemented by the SEC in accordance with applicable law, rules and regulations; i. All necessary approvals and consents, including but not limited to the respective shareholders and Board of Directors or equivalent body of each of the Uniwide group and Investor, the Committee, the SEC and other regulatory agencies and the creditors of the Uniwide group in respect of the Investment shall have been Obtained; j. The legal opinions from the legal counsels of Investor, the Uniwide group and the Committee shall have been delivered to all Parties; prcd k. There shall have been no material adverse change in the business, condition (financial or otherwise) or results of operations, net worth or in other factors affecting the enterprise value of the Uniwide group from the date hereof until Closing Date. A material adverse change shall be deemed to have occurred upon the happening of any or all of: (i) a force majeure event as provided in Clause 2.06 (b); (ii) a change in laws, rules and regulations which prevents the Investor from engaging or continuing in the existing business of the Uniwide group, including without limitation, Retail Operations and land ownership or leasing, as contemplated herein; (iii) the closure, suspension or cessation of operations, for any reason whatsoever, of at least two (2) of the ten (10) Warehouse Club stores identified in Clause 2.03 hereof for an aggregate period of at least thirty (30) days; (iv) any sale, transfer or disposition of real properties, leasehold rights and other real rights and interest, except as may be provided in the Rehabilitation Plan; l. Acceptable definitive agreements mentioned in Clause 7 hereof, including representations and warranties, and other related documentation shall have been executed; m. The terms of the condominiumization of Metromall and Coastal mall are acceptable to the Investor to ensure the continued ownership by USRRC of the relevant Warehouse Club store areas; n. All licenses, permits, approvals, consents and rights required or necessary to carry on the business and operations of the Uniwide group shall be valid and subsisting; o. The order of the SEC suspending all payments of principal, interest and penalties to creditors shall have been extended, on the same terms, until Closing Date; p. The preliminary Structure shall have been implemented; q. Conclusive dacion en pago agreements in accordance with the Rehabilitation Plan shall have been executed with creditor banks and financial institutions, although implementation thereof may not have been completed; and r. With respect to the Bacolod property, transfer certificate(s) of title over the marked areas in Annex "A-3" hereof shall have been issued in the name of and delivered to USRRC. s. Prior to Closing Date, the Coastal Mall (excluding the Warehouse Club store) shall have been transferred out of UHI and mortgaged to UHI to secure payment of the Closing Indemnity as defined in Clause 6.01 hereof. 5.02 a. If a suit or action is filed in any Philippine court of component jurisdiction to question the validity or which otherwise delays the effectivity of the new law described in Clause 5.01(k)(ii), the provisions of Clause 3.03 shall apply. b. If, after Closing, such an action is filed and the Investor is required by final judgment to divest its shareholdings in the Uniwide group, the Uniwide group undertakes to cooperate with the Investor in finding and implementing a commercially viable divestment scheme that will yield the Investor an amount that is at least equivalent to the Investment Amount." We trust you will find the above in order. Very truly yours, (SGD.) SUSAN O. LIGERALDE Investor Relations Manager