Exhibit 10(z)
December 6, 2001
Xxxxxx Xxxxxxxxx
Senior Vice President
Xxxxx Equity, Inc.
000 Xxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Re: NM's Loans 331971 & 332344 to Xxxxx Equity Inc.
Dear Xxx:
Northwestern is the Lender to Xxxxx Equity, Inc. ("Xxxxx") for two loans, one in
the original amount of $190,000,000 made in 1996 and the other in the original
amount of $45,000,000 made in 1999 (the "Loans"). As a condition to closing a
transaction involving (i) release of four Parks (Austin, Greenville Xxxxx,
Greenville Xxxxx-Xxxxxx and San Xxxxxxx Xxxx), and (ii) release of the personal
liability of Xxxxx for $9 million (an obligation of Xxxxx undertaken in
connection with our release of El Paso Park in 2000), and (iii) substitution in
place of the released properties of thirteen projects listed on Exhibit A hereto
(the "New Security"), Northwestern is to receive a closing opinion from Xxx
Xxxxxx at Xxxxxxx Xxxxxx with regard to land use and other laws affecting the
New Security located in Florida (the "Xxxxxx Opinion"). Xxxxx has agreed to
cooperate fully with Xxx Xxxxxx in completing a questionnaire relating to land
use and operation of the New Security and to provide such counsel with all
materials necessary to produce the legal opinions required. The release and
substitution (the "Transaction") is more fully described in the August 24, 2001
letter agreement between Xxxxx and Northwestern.
Even though the Xxxxxx Opinion has not been completed, Northwestern has agreed
to close the Transaction, subject to the following:
1. Northwestern shall have received for each project comprising the Florida New
Security a satisfactory Consultant's Report on the design, construction and
operation of the New Security, including a copy of the certificate of occupancy
(or analogous governmental document) for each project.
2. No later than January 15, 2002 Xxxxx shall have delivered to Xxx Xxxxxx a
completed land use questionnaire for each project. (The form of the
questionnaire will be the same as those already requested for the Pasco project
in St. Petersburg and the Dover project in Orlando.) Xxxxx shall promptly
cooperate in answering questions and providing additional information needed by
Xxx Xxxxxx, following his review of each questionnaire, to complete preparation
of his opinion.
3. Northwestern shall have received no later than February 28, 2002, a
satisfactory Xxxxxx Opinion covering each project comprising the New Security.
4. To the extent (i) that the condition of any project in the New Security is
not satisfactory to Northwestern, based upon the questionnaire and its review by
Xxx Xxxxxx, such that Northwestern's disapproval is final, or (ii) Northwestern
approves the condition of a project subject to conditions which can be cured but
the cost to cure such conditions is greater than $50,000.00 (as determined by
Northwestern and any consultant hired by Northwestern) and Xxxxx chooses not to
cure, then no later than April 30, 2002, Xxxxx shall propose a Substituted
Project (as defined in the Master Loan Agreement dated December 6, 2001 between
Xxxxx and Northwestern) for each unacceptable project, and shall proceed with a
transaction described in section 5 of the Master Loan Agreement as "Property
Substitution." All of the conditions related to the Substitution transaction
shall be as set forth in said section 5, except that the Substitution shall not
count against the remaining permitted Substitutions under subpart (vii).
5. All out-of-pocket costs and legal fees incurred in connection with the
foregoing by Northwestern shall be borne by Xxxxx.
Any capitalized terms used herein and not defined herein shall have the same
meaning as in the August 24, 2001 letter concerning the Transaction.
Sincerely,
s/Xxxxx X. Xxxx
Xxxxx X. Xxxx
Regional Director
Accepted this 6th day of December, 2001
XXXXX EQUITY, INC.
a Florida Corporation
BY: s/Xxxxxx Xxxxxxxxx
TITLE: Vice President
We will ATTACH AS EX A the Schedule 2 that has been prepared for the Master Loan
Agreement.
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