Omnibus Agreements with Philippine Women's University, Attenborough Holdings Corporation and UNLAD Resources Development Corporation

Further to JTH Davies Holdings, Inc.'s (JTH) disclosure dated November 21, 2011, on the assignment by Mr. Eusebio H. Tanco in favor of JTH of all of Mr. Tanco's rights, interests and obligations in and arising out of the Joint Venture Agreement dated November 16, 2011 (the Joint Venture Agreement) executed by and among Philippine Women's University (PWU), UNLAD Resources Development Corporation (UNLAD), Mr. Alfredo Abelardo B. Benitez and Mr. Tanco, please be advised of the following events pursuant to, and in accordance with the implementation of the transactions contemplated under, the Joint Venture Agreement:

1. JTH and PWU executed an Omnibus Agreement dated June 8, 2012, whereby JTH granted in favor of PWU a loan in the principal amount of Twenty Six Million Four Hundred Seventy Thousand Nine Hundred Fifteen and 3/100 Pesos (P26,470,915.03) (the JTH Loan to PWU) to be used as working capital of PWU and for the purposes contemplated under the Joint Venture Agreement. The JTH Loan to PWU shall be secured by way of mortage of PWU's properties located in Taft Avenue and Malate, Manila (the PWU Manila Properties). PWU shall thereafter pay the JTH Loan to PWU by assigning to JTH such number of its UNLAD shares equivalent to the said loan.
2. JTH, Attenborough Holdings Corporation (AHC) and UNLAD likewise executed an Omnibus Agreement dated June 8, 2012, whereby JTH and AHC granted loans in favor of UNLAD in the principal amounts of One Hundred Ninety Eighty Million Pesos (P198,000,000.00) (the JTH Loan to UNLAD) and Two Hundred Twenty Four Million Pesos (P221,000,000.00) (the ABB Loan to UNLAD), respectively, or the aggregate amount of Four Hundred Twenty Two Million Pesos (P422,000,000.00), to be used to upgrade the facilities, courseware and faculty of PWU, among others. The JTH Loan to UNLAD, and ABB Loan to UNLAD shall be secured by the mortgage of UNLAD's properties located in Quezon City and Davao. The JTH Loan to UNLAD and ABB Loan to UNLAD, inclusive of interest, shall be paid by converting the said loans into equity in UNLAD.

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