Release of PNB's Security Interests on Certain Assets of CDCP

February 23, 1983

LETTER OF INSTRUCTIONS NO. 1296

DIRECTING THE PHILIPPINE NATIONAL BANK (PNB) TO RELEASE ITS SECURITY INTERESTS ON CERTAIN ASSETS OF CONSTRUCTION AND DEVELOPMENT CORPORATION OF THE PHILIPPINES (CDCP) AND THOSE OF THE BELOW-NAMED CDCP WHOLLY-OWNED SUBSIDIARIES

TO : The President, PNB

WHEREAS, in order to expedite the financial rehabilitation of CDCP, it has become necessary to liquify its real estate-based resources and sell its wholly-owned subsidiaries Marina Properties Corporation (MPC) and Manila Land Corporation (MLC), being the legal owners of certain reclaimed properties in the Manila Bay foreshore area, based on terms mutually acceptable to CDCP and the prospective buyer(s).

WHEREAS, as security for its various financial exposures to CDCP and its subsidiaries, the PNB has existing security interests on the real estate properties of MPC and MLC, on the shares of stock of MPC and MLC owned by CDCP, on the proceeds of the sale of the real estate properties of said MPC and MLC, and on the cash proceeds of the concluded sale of CDCP's reclaimed properties to the Public Estates Authority (PEA). cd i

WHEREAS, to enable CDCP to sell said MPC and MLC it is essential that the existing security interests of PNB on the related shares, assets, and sales proceeds be released.

NOW, THEREFORE, for and in consideration of the aforesaid reasons and purposes, I hereby direct that:

All existing liens, encumbrances, mortgages, assignments, pledges, charges, and other forms of security interests of PNB on the existing assets, including receivables, of CDCP related of its ownership of MPC and MLC and the sale of its reclaimed properties to PEA, and on the real estate properties and receivables of MPC and MLC, shall be immediately released by said PNB. The release of such liens, encumbrances, and other forms of security interests shall include, but not be limited to: aisa dc

1. Real estate assets of MPC and MLC mortgaged to PNB;

2. Shares of stock of MPC and MLC pledged by CDCP to PNB;

3. Receivables of CDCP from MPC and MLC assigned to PNB;

4. Receivables of MPC and MLC from the sale of their real estate properties to third parties;

5. Proceeds from the sale by CDCP to third parties of MPC and MLC or any of the assets of said MPC and MLC; and

6. Receivables of CDCP from PEA for the sale of CDCP's reclaimed properties to PEA.

This Letter of Instruction shall take effect immediately.

DONE in the City of Manila, this 23rd day of February, in the year of Our Lord, Nineteen Hundred and Eighty-Three. cd i