Exhibit 99.9
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[LETTERHEAD OF FGFC HOLDINGS, INC.]
August 29, 2002
Xxxxx X. Xxxxxxx, President
EMB Corporation
0000 Xxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxxx Xxxxx, XX 00000
Re: Purchase Agreement dated September 30, 2001
Dear Xx. Xxxxxxx:
This letter pertains to the failure of EMB Corporation to perform its
obligations pursuant to that certain Purchase Agreement dated September 30, 2001
(the "Agreement"), by and among EMB Corporation ("EMB"), FGFC Holdings, Inc.
("FGFC") and First Guaranty Financial Corporation ("First Guaranty").
Section 2.2(f) of the Agreement provides that, as additional consideration for
the sale of the First Guaranty common stock by FGFC to EMB, EMB will provide
$1,000,000 of additional equity to be contributed to First Guaranty during the
twelve-month period ending September 30, 2002. As of this date, EMB has failed
to provide any such additional equity to First Guaranty. As a result, FGFC
believes that EMB will be in breach of this covenant and, thus, there will have
been a failure of consideration for the underlying transaction that was the
subject of the Agreement.
Accordingly, FGFC hereby makes demand upon EMB to cure such impending default
and to provide evidence to FGFC, within five (5) days of the date of this
letter, of EMB's ability to cure such impending default. The failure of EMB to
do so, will necessitate FGFC's unilateral rescission of the Agreement to return
each of the parties to their respective positions held prior to the
effectiveness of the Agreement.
Please respond to this letter within the time constraints set forth herein.
Sincerely,
FGFC HOLDINGS, INC.
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
President
