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EXHIBIT 99.7
MEI HOLDINGS, L.P.
c/o THE HAMPSTEAD GROUP
Texas Commerce Tower
0000 Xxxx Xxxxxx
Xxxxx 0000-X
Xxxxxx, Xxxxx 00000
October 13, 1998
Nomura Asset Capital Corporation
Two World Xxxxxxxxx Xxxxxx, Xxxxxxxx X
Xxx Xxxx, Xxx Xxxx 00000
RE: NOTE MODIFICATION
Ladies and Gentlemen:
We refer to that certain Note dated June 5, 1997 in the amount
of $10,000,000 (the "Original Note") between MEI HOLDINGS, INC. (the "Borrower")
and NOMURA ASSET CAPITAL CORPORATION ("Lender"), as amended and restated by that
certain Amended and Restated Promissory Note dated May 8, 1998, pursuant to
which the principal amount of the Original Note was increased to $20,000,000 (as
amended and restated, the "Restated Note"), as further amended by that certain
Note Modification Agreement dated the date hereof, pursuant to which the
principal amount of the Restated Note is increased to $21,034,759 (the "Modified
Note", the Original Note as amended and restated by the Restated Note and as
modified by the Modified Note are hereinafter referred to as the "Note"). Unless
otherwise indicated, capitalized terms herein shall have the meaning ascribed to
them in the Note.
Contemporaneously herewith, Borrower is exercising its option
to extend the maturity date of the Note pursuant to that certain Letter
Agreement dated March 30, 1998 between Borrower and Lender, and Malibu Centers,
Inc. ("MCI") is exercising its option to extend the maturity date of that
certain Promissory Note between MCI and Lender dated June 27, 1997 pursuant to
that certain Letter Agreement dated March 30,
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1998 between MCI and Lender, and in connection therewith Borrower has agreed to,
among other things, pay Lender an extension fee equal to $2,069,518 (the
"Extension Fee"), all or a portion of which may be waived as hereinafter
provided and Borrower and Lender have agreed to increase the principal amount of
the Note to $21,034,759.
Lender agrees to waive its right to the entire Extension Fee
if the Debt is repaid in full as provided in the immediately following paragraph
on or prior to October 31, 1998. Lender agrees to waive its right to one half of
the Extension Fee if the Debt is repaid in full as provided in the immediately
following paragraph after October 31, 1998 and on or prior to November 30, 1998.
If Borrower is entitled to a waiver of all or any portion of
the Extension Fee, Borrower may reduce the Debt by the amount of the Extension
Fee or the portion thereof which is waived (the "Waived Amount") rather than
paying the Waived Amount to Borrower.
This agreement may be executed in any number of separate
counterparts, each of which shall, collectively and separately, constitute one
agreement.
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Please indicate your acceptance of the terms of this letter
agreement by signing in the space provided below.
Very truly yours,
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
--------------------------------
Name: Xxx Xxxxx
Title: Authorized Representative
ACCEPTED AND AGREED TO:
NOMURA ASSET CAPITAL CORPORATION
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
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