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EXHIBIT 99.8
MEI HOLDINGS, L.P.
c/o THE HAMPSTEAD GROUP
Texas Commerce Tower
0000 Xxxx Xxxxxx
Xxxxx 0000-X
Xxxxxx, Xxxxx 00000
October __, 1998
Nomura Asset Capital Corporation
Two World Xxxxxxxxx Xxxxxx, Xxxxxxxx X
Xxx Xxxx, Xxx Xxxx 00000
RE: TERM EXTENSION
Ladies and Gentlemen:
We refer to that certain Loan Agreement in the amount of
$10,000,000, dated as of June 5, 1997, between MEI Holdings, L.P. ("MEI"), as
borrower, and Nomura Asset Capital Corporation, ("Lender"), as lender, 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 further amended
and restated by that certain Amended and Restated Loan Agreement dated as of May
8, 1998 whereby the amount was increased to $20,000,000 (the "Loan Agreement").
Unless otherwise indicated, capitalized terms herein shall have the meaning
ascribed to them in the Loan Agreement.
This letter shall serve to modify the Loan Agreement in the
following manner:
1. The definition for Stated Maturity" is deleted in its
entirety and replaced with the following: "Stated Maturity" shall mean January
20, 1999.
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2. Section 2.1.1(a) is deleted in its entirety and replaced
with the following:
(a) THE LOAN. From and including the Closing Date to but not
including the Termination Date (the "FINANCING PERIOD"), subject to and upon the
terms and conditions set forth herein, Lender hereby agrees to lend to Borrower
the original principal amount of up to $21,034,759 (the "MAXIMUM LOAN AMOUNT").
If there shall be any inconsistencies between the terms,
covenants, conditions and provisions set forth in the Loan Agreement and the
terms, covenant, conditions and provisions set forth in this Letter, then the
terms, covenants, conditions and provisions of this Letter shall prevail.
Whenever possible, the provisions of this Letter shall be deemed supplemental to
and not in derogation of the terms of the Loan Agreement and any documents
relating thereof.
MEI hereby confirms and ratifies all of the terms and
provisions of the Loan Agreement as amended by this Letter. Except as expressly
amended hereby, all of the terms of the Loan Agreement shall remain in full
force and effect.
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:
-----------------------------
Name:
Title:
ACCEPTED AND AGREED TO:
NOMURA ASSET CAPITAL CORPORATION
By:
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Name:
Title:
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