EXHIBIT 99.2 PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 6th, 1997 • Mei Holdings L P • Services-miscellaneous amusement & recreation • New York
EXHIBIT 99.1 LOAN AGREEMENT Dated as of June 5, 1997Loan Agreement • June 6th, 1997 • Mei Holdings L P • Services-miscellaneous amusement & recreation • New York
1 ASSIGNMENTAssignment • September 18th, 2001 • Mei Holdings L P • Services-miscellaneous amusement & recreation • Texas
MOUNTASIA ENTERTAINMENT INTERNATIONAL 5895 Windward Parkway Suite 220 Alpharetta, Georgia 30302-4128Redemption Agreement • November 15th, 1996 • Mei Holdings L P • Services-miscellaneous amusement & recreation
This letter sets forth our agreement (the "Redemption Agreement") in respect of the funding by you of our redemption of our presently outstanding 10% Debentures and certain related matters. We hereby agree as to all of the matters set forth under the captions "Introduction" (paragraph 3 only); "Special Factors--Redemption Agreement;" "Background of The Offers-- Certain Events Following the Recapitalization--Redemption of 10% Debentures;", "The Recapitalization Agreements--Indemnification" and "--Standstill Agreement" and "The Offers--Fees and Expenses" relating to these matters as set forth in your Offer To Purchase, dated the date hereof, as filed by you on this date with the Securities and Exchange Commission. At the request of either of us, the parties will execute a more formal instrument enbodying the foregoing agreement.
EXHIBIT 99.4 ALL INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED PROMISSORY NOTE IS SUBORDINATED TO OTHER INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE SUBJECT TO THE TERMS OF, THE SUBORDINATION AGREEMENT, DATED AS OF JUNE 5,...Subordinated Promissory Note • June 6th, 1997 • Mei Holdings L P • Services-miscellaneous amusement & recreation • New York
ALL INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED PROMISSORY NOTE IS SUBORDINATED TO OTHER INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE SUBJECT TO THE TERMS OF, THE SUBORDINATION AGREEMENT, DATED AS OF JUNE 5, 1997, AS THE SAME MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, BY AND AMONG MALIBU ENTERTAINMENT WORLDWIDE, INC., AS BORROWER, MEI HOLDINGS, L.P., AS SUBORDINATED LENDER, AND FOOTHILL CAPITAL CORPORATION, AS SENIOR LENDER.
EXHIBIT 99.3 SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT, dated as of June 5, 1997, by and among MEI Holdings, L.P., a Delaware limited partnership ("MEI"), Malibu Entertainment Worldwide, Inc., a Georgia Corporation (the "Borrower"), and Foothill...Subordination Agreement • June 6th, 1997 • Mei Holdings L P • Services-miscellaneous amusement & recreation • New York
