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Exhibit 99.6
SECOND AMENDMENT TO AMENDED AND RESTATED PLEDGE AND
SECURITY AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED PLEDGE AND
SECURITY AGREEMENT ("AMENDMENT") is made as of October 13, 1998, between MEI
HOLDINGS, L.P., a Delaware limited partnership with its principal place of
business and chief executive office at c/o The Hampstead Group, Texas Commerce
Tower, 0000 Xxxx Xxx., Xxxxx 0000-X, Xxxxxx, Xxxxx 00000 (the "DEBTOR"), and
NOMURA ASSET CAPITAL CORPORATION, a Delaware corporation, with offices at Two
World Xxxxxxxxx Xxxxxx, Xxxxxxxx X, Xxx Xxxx, Xxx Xxxx 00000, (the "SECURED
PARTY").
W I T N E S S E T H:
WHEREAS, Debtor and the Secured Party are parties to that
certain Loan Agreement, dated as of June 5, 1997, as amended by that certain
Letter Agreement dated June 27, 1997, as further amended by that certain Letter
Agreement dated as of March 30, 1998 (the "ORIGINAL LOAN AGREEMENT"), as amended
and restated by that certain Amended and Restated Loan Agreement dated as of May
8, 1998, pursuant to which the Secured Party made an additional $10,000,000 loan
to Debtor as further amended by that certain letter agreement dated the date
hereof between Debtor and Secured Party (the "RESTATED MEI LOAN AGREEMENT")
pursuant to which the Secured Party made an additional $1,034,759 loan to Debtor
for an aggregate loan amount of $21,034,759 (the "LOAN");
WHEREAS, the Secured Party and Malibu Centers, Inc., ("MCI")
are parties to that certain Loan Agreement, dated as of June 27, 1997, as
amended by that certain Letter Agreement dated as of March 30, 1998 as further
amended by that certain letter agreement dated the date hereof (the "MCI LOAN
AGREEMENT"), pursuant to which the Secured Party made a loan to MCI in an
aggregate outstanding principal amount of $21,390,375 as further amended by that
certain Letter Agreement between MCI and Secured Party dated as of the date
hereof (the "MCI LOAN");
WHEREAS, the MCI Loan is guarantied by Debtor pursuant to that
certain Guaranty dated June 27, 1997, as reaffirmed by Debtor in connection with
the Restated MEI Loan Agreement, as reaffirmed pursuant to that certain
Reaffirmation and Ratification of Guaranty dated the date hereof (the "MEI
GUARANTY");
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WHEREAS, the Loan and the MEI Guaranty are secured, in part,
by that certain Amended and Restated Pledge and Security Agreement, dated as of
June 27, 1997, between the Secured Party and the Debtor (the "ORIGINAL PLEDGE")
as reaffirmed by Debtor in connection with the Restated Loan Agreement by that
certain Amendment to Amended and Restated Pledge and Security Agreement (the
"PLEDGE AMENDMENT") dated as of May 8, 1998 (the Original Pledge as amended by
the Pledge Amendment hereinafter referred to as the "PLEDGE");
WHEREAS, Debtor and MCI have each chosen to exercise the
option to extend the term of each one's respective loan and to amend the terms
and provisions of the Pledge.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby amend the Pledge as follows:
1. Debtor hereby acknowledges that the Maturity Date of the
Loan is extended to January 20, 1999.
2. Debtor hereby acknowledges that the principal amount
outstanding on the Loan as of the date hereof is $21,034,759.
3. All references in the Pledge to the term "this Agreement"
shall be deemed to mean the Pledge as amended by this Amendment and as the same
may be further amended from time to time hereafter.
4. All references in the Pledge to the term "Loan Agreement"
shall mean the Loan Agreement as the same may be further amended from time to
time hereafter.
5. If there shall be any inconsistencies between the terms,
covenants, conditions and provisions set forth in the Pledge and the terms,
covenants, conditions and provisions set forth in this Amendment, then, the
terms, covenants, conditions and provisions of this Amendment shall prevail.
Whenever possible, the provisions of this Amendment shall be deemed supplemental
to and not in derogation of the terms of the Pledge and any documents relating
thereof.
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6. Debtor hereby confirms and ratifies all of the terms and
provisions of the Pledge as amended by this Amendment. Except as expressly
amended hereby, all of the terms of the Pledge and shall remain in full force
and effect.
7. This Amendment may be executed in any number of separate
counterparts, each of which shall, collectively and separately, constitute one
agreement.
8. Debtor acknowledges and agrees that the Pledge constitutes
a valid first lien upon the Pledged Interest (as such term is defined therein)
in favor of Secured Party and secures, inter alia, the obligations of Debtor
under the Loan Agreement and the MEI Guaranty. The Pledged Interest is an shall
remain subject to and encumbered by the lien, charge and encumbrance of the
Pledge, and nothing herein contained shall affect or be construed to affect the
lien or encumbrance of the Pledge or the priority thereof over other liens or
encumbrances.
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IN WITNESS WHEREOF, this Amendment has been duly signed and
delivered as of the day and year first above written.
MEI HOLDINGS, L.P., a Delaware limited partnership
By: MEI GENPAR, L.P.
its general partner
By: HH GenPar Partners, its general partner
By: Hampstead Associates, Inc., a
managing general partner
By: /s/ XXX XXXXX
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Name: Xxx Xxxxx
Title: Authorized Representative
NOMURA ASSET CAPITAL CORPORATION, a
Delaware corporation, as the Secured Party
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
