1
EXHIBIT 99.9
As of October 13, 1998
Nomura Asset Capital Corporation
2 World Financial Center
21st Floor
New York, New York 10281
Re: Loan from Nomura Asset Capital Corporation
(together with its successors and assigns,
"Lender") to MEI Holdings, L.P. ("Borrower")
Ladies and Gentlemen:
Xxxxxxxx and Xxxxxx have executed and delivered that certain
Loan Agreement dated as of June 5, 1997 as amended by that certain Letter
Agreement dated as of June 27, 1997, as amended by that certain Letter Agreement
dated as of March 30, 1998 as amended and restated by that certain Xxxxxxx and
Restated Loan Agreement dated as of May 8, 1998 as further amended by that
certain Letter Agreement dated the date hereof between Borrower and Lender (the
"Loan Agreement"). Capitalized terms not otherwise defined herein shall have
their respective meanings set forth in the Loan Agreement.
Borrower acknowledges that the documents set forth on Exhibit
A hereto that were to have been delivered at the Closing have not been
delivered. Borrower acknowledges that Xxxxxx does not waive delivery of those
documents and performance of certain conditions, and, as an inducement to Lender
to advance the Loan being advanced today and to extend the Maturity Date of the
Loan, Borrower agrees to perform those conditions and deliver the documents set
forth on Exhibit A hereto, in each case to Lender's satisfaction, within the
applicable time periods set forth on Exhibit A hereto.
2
This letter agreement shall constitute a Loan Document. Upon
any failure to complete the conditions or deliver the documents within the
applicable time periods set forth on Exhibit A, Lender shall have the right to
declare an Event of Default for all purposes under the Loan Agreement and the
other Loan Documents. Except as expressly set forth herein, Lender, has not, and
shall not been deemed to have, waived compliance by Borrower with any provision
of the Loan Documents or to have waived any rights of Lender thereunder.
This letter agreement shall be construed and enforced in
accordance with, and governed by, the laws of the State of New York, without
regard to principles of conflicts of laws. This letter agreement may not be
modified or amended or any term or provision hereof waived or discharged except
by a writing signed by Xxxxxx and Borrower. All of the terms of this letter
agreement shall be binding upon Borrower, its respective successors and assigns,
and inure to the benefit of Lender.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
2
3
IN WITNESS WHEREOF, Xxxxxxxx has executed this letter
agreement as of the date first written above.
Very truly yours,
MEI HOLDINGS, L.P., a Delaware limited
partnership
By: XXX XXXXXX, L.P.
its general partner
By: HH GenPar Partners,
its general partner
By: Hampstead Associates, Inc.,
a managing general partner
By: /s/ XXX XXXXX
------------------------------
Name: Xxx Xxxxx
Title: Authorized Representative
3
4
EXHIBIT A
====================================================================================================================
DELIVERY TIME AFTER CLOSING
--------------------------------------------------------------------------------------------------------------------
1. Xxxxxxxx agrees to purchase the title Within 10 days of
insurance policy evidenced by the title Xxxxxx's request
commitment issued by Xxxxxxx Title North Texas or an Event of
dated September 27, 1998 (No. 97113147) Default.
attached hereto as Exhibit B either upon Lender's request or within 10
days of the occurrence of an Event of Default.
--------------------------------------------------------------------------------------------------------------------
2. Xxxxxxxx agrees to deliver an opinions each in 10 Days
a form reasonably acceptable to Xxxxxx from
from New York counsel and California counsel
where applicable with respect to the
enforceability and due authorization of the
relevant Loan Documents executed on the day
hereof.
====================================================================================================================
4
