As of October 13, 1998 Nomura Asset Capital Corporation 2 World Financial Center 21st Floor New York, New York 10281 Re: Loan from Nomura Asset Capital Corporation (together with its successors and assigns, "Lender") to MEI Holdings, L.P. ("Borrower")...Mei Genpar Lp • November 19th, 1998 • Services-miscellaneous amusement & recreation
SECOND AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 19th, 1998 • Mei Genpar Lp • Services-miscellaneous amusement & recreation
RECITALS:Mei Genpar Lp • March 2nd, 1999 • Services-miscellaneous amusement & recreation • Texas
EXHIBIT 99.3 AMENDED AND RESTATED LOAN AGREEMENT Dated as of May 8, 1998Loan Agreement • November 19th, 1998 • Mei Genpar Lp • Services-miscellaneous amusement & recreation • New York
RECITALSRegistration Rights Agreement • July 26th, 1999 • Mei Genpar Lp • Services-miscellaneous amusement & recreation • Georgia
1 EXHIBIT 99.19 SECOND AMENDED AND RESTATED RECAPITALIZATION AGREEMENTRecapitalization Agreement • July 26th, 1999 • Mei Genpar Lp • Services-miscellaneous amusement & recreation • Georgia
1 EXHIBIT 99.5 NOTE MODIFICATION AGREEMENT THIS NOTE MODIFICATION AGREEMENT (the "AGREEMENT") made this 13th day of October, 1998, between NOMURA ASSET CAPITAL CORPORATION, a Delaware corporation, having an address at Two World Financial Center,...Note Modification Agreement • November 19th, 1998 • Mei Genpar Lp • Services-miscellaneous amusement & recreation
RECITALSMutual Release • July 26th, 1999 • Mei Genpar Lp • Services-miscellaneous amusement & recreation • Georgia
OPTION AND VOTING AGREEMENT -2- 3Option and Voting Agreement • April 4th, 2001 • Mei Genpar Lp • Services-miscellaneous amusement & recreation • Georgia
1 EXHIBIT 99.11 ALL INDEBTEDNESS EVIDENCED BY THIS THIRD AMENDED AND RESTATED 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 SECOND AMENDED...Mei Genpar Lp • March 2nd, 1999 • Services-miscellaneous amusement & recreation • Texas
RECITALSRegistration Rights Agreement • March 2nd, 1999 • Mei Genpar Lp • Services-miscellaneous amusement & recreation • Delaware
REAFFIRMATION AND RATIFICATION OF GUARANTYOriginal Loan Agreement • November 19th, 1998 • Mei Genpar Lp • Services-miscellaneous amusement & recreation
1 EXHIBIT 99.14 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...Mei Genpar Lp • March 2nd, 1999 • Services-miscellaneous amusement & recreation • Texas
Exhibit 1 ALL INDEBTEDNESS EVIDENCED BY THIS AMENDED AND RESTATED 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 AMENDED AND RESTATED...Mei Genpar Lp • April 1st, 1998 • Services-miscellaneous amusement & recreation • New York
1 EXHIBIT 99.15 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT is dated as of November 16, 1998, by and among SZ Capital, L.P., a Delaware limited partnership ("SZ"), Malibu Entertainment Worldwide, Inc., a Georgia corporation (the "Borrower"),...Subordination Agreement • March 2nd, 1999 • Mei Genpar Lp • Services-miscellaneous amusement & recreation • New York
1 EXHIBIT 99.10 SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENT SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENT, dated as of January 20, 1999, by and among MEI Holdings, L.P., a Delaware limited partnership ("MEI"), Malibu Entertainment...Subordination Agreement • March 2nd, 1999 • Mei Genpar Lp • Services-miscellaneous amusement & recreation • New York
RE: LOAN TERM EXTENSIONMei Genpar Lp • January 27th, 1999 • Services-miscellaneous amusement & recreation
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...Mei Genpar Lp • November 19th, 1998 • Services-miscellaneous amusement & recreation
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...Mei Genpar Lp • November 19th, 1998 • Services-miscellaneous amusement & recreation
1 EXHIBIT 99.12 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Mei Genpar Lp • March 2nd, 1999 • Services-miscellaneous amusement & recreation
