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EXHIBIT 10.25
AMENDMENT NUMBER TEN TO CONSOLIDATED, AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NUMBER TEN TO CONSOLIDATED, AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT (this "Amendment"), is entered into as of February 9, 2000,
between FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"),
with a place of business located at 00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 0000,
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000, MALIBU ENTERTAINMENT WORLDWIDE, INC., a
Georgia corporation ("MEWI"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MOUNTASIA MANAGEMENT COMPANY, a
Georgia corporation ("MMC"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MALIBU GRAND PRIX CORPORATION, a
Delaware corporation ("MGPC"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, TUCSON MGPC, INC., an Arizona
corporation ("Tucson"), with its chief executive office located at 000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, FRESNO MGPC, INC., a California
corporation ("Fresno"), with its chief executive office located at 000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, NORTH HOLLYWOOD CASTLE MGPC, INC., a
California corporation ("NHC"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, XXXXXX HILLS MGPC, INC., a
California corporation ("PH"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, XXXXXX HILLS SHOWBOAT MGPC,
INC., a California corporation ("PHS"), with its chief executive office located
at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, REDONDO BEACH CASTLE
MGPC, INC., a California corporation ("RBC"), with its chief executive office
located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, REDWOOD CITY
CASTLE MGPC, INC., a California corporation ("RCC"), with its chief executive
office located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, REDWOOD
CITY MGPC, INC., a California corporation ("RC"), with its chief executive
office located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, SAN DIEGO
MGPC, INC., a California corporation ("San Diego"), with its chief executive
office located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, PORTLAND
MGPC, INC., an Oregon corporation ("Portland"), with its chief executive office
located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, AUSTIN MGPC,
INC., a Texas corporation ("Austin"), with its chief executive office located at
000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, DALLAS CASTLE MGPC, INC., a
Texas corporation ("DC"), with its chief executive office located at 000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, SAN XXXXXXX XXXXXX MGPC, INC., a Texas
corporation ("SAC"), with its chief executive office located at 000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, SAN ANTONIO MGPC, INC., a Texas
corporation ("San Antonio"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MOUNTASIA DEVELOPMENT COMPANY, a
Georgia corporation ("MDC"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MALIBU GRAND PRIX DESIGN &
MANUFACTURING, INC., a California corporation ("MGPDMI"), with its chief
executive office located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000,
MALIBU GRAND PRIX FINANCIAL SERVICES, INC., a California corporation ("MGPFSI"),
with its chief executive office located at 000 Xxxxx Xxxxxxx, Xxxxx 0000,
Xxxxxx, Xxxxx 00000, OFF TRACK MANAGEMENT, INC., a California corporation ("Off
Track"), with its chief executive office located at 000 Xxxxx Xxxxxxx, Xxxxx
0000, Xxxxxx, Xxxxx 00000, MGP
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SPECIAL, INC., a California corporation ("Special"), with its chief executive
office located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, AMUSEMENT
MANAGEMENT FLORIDA, INC., a Florida corporation ("Amusement"), with its chief
executive office located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000,
MALIBU GRAND PRIX CONSULTING, INC., a California corporation ("Consulting"),
with its chief executive office located at 000 Xxxxx Xxxxxxx, Xxxxx 0000,
Xxxxxx, Xxxxx 00000, MOUNTASIA - MEI INTERNATIONAL, INC., a Georgia corporation
("MMEII"), with its chief executive office located at 000 Xxxxx Xxxxxxx, Xxxxx
0000, Xxxxxx, Xxxxx 00000, MOUNTASIA - MEI LIMITED COMPANY, INC., a California
corporation ("MMEILC"), with its chief executive office located at 000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MOUNTASIA - MEI CALIFORNIA, INC., a
California corporation ("MCNC"), with its chief executive office located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, MOUNTASIA - MEI CALIFORNIA
LIMITED PARTNERSHIP, a California limited partnership ("MMEICLP"), with its
chief executive office located at 000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx
00000, and MOUNTASIA FAMILY ENTERTAINMENT CENTERS, INC., a Texas corporation
("MFEC"), with its chief executive office located at 000 Xxxxx Xxxxxxx, Xxxxx
0000, Xxxxxx, Xxxxx 00000.
Recitals:
A. Foothill and Borrower are parties to the Consolidated, Amended, and
Restated Loan and Security Agreement, entered into as of August 22, 1996,
(as amended from time to time prior to the date hereof, the "Loan
Agreement").
B. Borrower has requested Foothill to amend the Loan Agreement to specify the
levels of Minimum EBITDA required to be maintained by Borrower as
contemplated by Amendment Number Nine to the Loan Agreement entered into as
of December 21, 1999.
C. Foothill is willing to so amend the Loan Agreement in accordance with the
terms and conditions hereof.
Agreement:
NOW, THEREFORE, in consideration of the mutual promises contained herein,
Foothill and Borrower hereby agree as follows:
All capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Loan Agreement.
1. Amendments to the Loan Agreement.
a. Section 1.1 of the Loan Agreement hereby is amended by
adding each of the following definitions in alphabetical
order:
"Tenth Amendment" means that certain Amendment Number Ten to
Consolidated, Amended, and Restated Loan and Security Agreement, dated as of
February 9, 2000.
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"Tenth Amendment Closing Date" means the date on which each of
the conditions precedent set forth in Section 2 of the Tenth Amendment are
satisfied in full.
b. Subsection 7.19(e) of the Loan Agreement hereby is amended
and restated in its entirety to read as follows:
(e) Minimum EBITDA. EBITDA, on a consolidated basis, as of the last day
of each Relevant Measuring Period most recently ended of not less than the
relevant amount set forth in the following table, measured on a fiscal
quarter-end basis:
Period Ending Minimum EBITDA
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6/30/00 $350,000
9/30/00 $1,625,000
12/31/00 $775,000
3/31/2001 and each period thereafter To be determined by Foothill on
or before 2/28/2001 on the basis of
Borrower's projections to be delivered
to Foothill on or before 1/31/2001.
2. Condition to the Effectiveness of this Amendment. The effectiveness
of this Amendment is subject to the fulfillment, to the satisfaction of Foothill
and its counsel, of each of the following conditions precedent:
a. The representations and warranties in this Amendment, the
Agreement as amended by this Amendment, and the other Loan
Documents shall be true and correct in all respects on and
as of the date hereof as though made on such date (except to
the extent that such representations and warranties relate
solely to an earlier date);
b. After giving effect hereto, no Event of Default or event
which with the giving of notice or passage of time would
constitute an Event of Default shall have occurred and be
continuing on the date hereof, nor shall result from the
consummation of the transactions contemplated herein; and
c. No injunction, writ, restraining order, or other order of
any nature prohibiting, directly or indirectly, the
consummation of the transactions contemplated herein shall
have been issued and remain in force by any governmental
authority against Borrower, Foothill, or any of their
Affiliates.
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3. Representations and Warranties. Borrower hereby represents and
warrants to Foothill that (a) the execution, delivery, and performance of this
Amendment are within its corporate powers, have been duly authorized by all
necessary corporate action, and are not in contravention of any law, rule, or
regulation, or any order, judgment, decree, writ, injunction, or award of any
arbitrator, court, or governments authority, or of the terms of its charter or
bylaws, or of any contract or undertaking to which it is a party or by which any
of its properties may be bound or affected, and (b) the Loan Agreement, as
amended by this Amendment, constitutes Borrower's legal, valid, and binding
obligation, enforceable against Borrower in accordance with its terms.
4. Further Assurances. Borrower shall execute and deliver all financing
statements, agreements, documents, and instruments, in form and substance
satisfactory to Foothill, and take all actions as Foothill may reasonably
request from time to time, to perfect and maintain the perfection and priority
of Foothill's security interests in the Collateral, and to fully consummate the
transactions contemplated under the Loan Agreement and this Amendment.
5. Effect on Loan Documents. The Loan Agreement, as amended hereby, and
the other Loan Documents shall be and remain in full force and effect in
accordance with their respective terms and each hereby is ratified and confirmed
in all respects. Except as expressly set forth herein, the execution, delivery,
and performance of this Amendment shall not operate as a waiver of or as an
amendment of any right, power, or remedy of Foothill under the Loan Agreement,
as in effect prior to the date hereof.
6. Miscellaneous.
a. Upon the effectiveness of this Amendment, each reference in
the Loan Agreement to "this Agreement", "hereunder",
"herein", "hereof" or words of like import referring to the
Loan Agreement shall mean and refer to the Loan Agreement as
amended by the First Amendment, the Second Amendment, the
Third Amendment, the Fourth Amendment, the Fifth Amendment,
the Sixth Amendment, the Seventh Amendment, the Eighth
Amendment, the Ninth Amendment, and this Amendment.
b. Upon the effectiveness of this Amendment, each reference in
the Loan Documents to the "Loan Agreement", "thereunder",
"therein", 'thereof" or words of like import referring to
the Loan Agreement shall mean and refer to the Loan
Agreement as amended by the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the
Fifth Amendment, the Sixth Amendment, the Seventh Amendment,
the Eighth Amendment, the Ninth Amendment, and this
Amendment.
c. This Amendment shall be governed by and construed in
accordance with the laws of the State of California.
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d. This Amendment may be executed in any number of counterparts
and by different parties on separate counterparts, each of
which, when executed and delivered, shall be deemed to be an
original, and all of which, when taken together, shall
constitute but one and the same Amendment. Delivery of an
executed counterpart of this Amendment by telefacsimile
shall be equally as effective as delivery of an original
executed counterpart of this Amendment. Any party delivering
an executed counterpart of this Amendment by telefacsimile
also shall deliver an original executed counterpart of this
Amendment but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability,
and binding effect of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the date first written above.
MALIBU ENTERTAINMENT WORLDWIDE, INC., a Georgia corporation
MOUNTASIA FAMILY ENTERTAINMENT CENTERS, INC., a Texas corporation
MOUNTASIA MANAGEMENT COMPANY, a Georgia corporation
MALIBU GRAND PRIX CORPORATION, a Delaware corporation
TUCSON MGPC, INC., an Arizona corporation
FRESNO MGPC, INC., a California corporation
NORTH HOLLYWOOD CASTLE MGPC, INC., a California corporation
XXXXXX HILLS MGPC, INC., a California corporation
XXXXXX HILLS SHOWBOAT MGPC, INC., a California corporation
REDONDO REACH CASTLE MGPC, INC., a California corporation
REDWOOD CITY CASTLE MGPC, INC., a California corporation
REDWOOD CITY MGPC, INC., a California corporation
SAN DIEGO MGPC, INC., a California corporation
PORTLAND MGPC, INC., an Oregon corporation
AUSTIN MGPC, INC., a Texas corporation
DALLAS CASTLE MGPC, INC., a Texas corporation
SAN XXXXXXX XXXXXX MGPC, INC., a Texas corporation
SAN ANTONIO MGPC, INC., a Texas corporation
MOUNTASIA DEVELOPMENT COMPANY, a Georgia corporation
MALIBU GRAND PRIX DESIGN & MANUFACTURING, INC., a California corporation
MALIBU GRAND PRIX FINANCIAL SERVICES, INC., a California corporation
OFF TRACK MANAGEMENT, INC., a California corporation
MGP SPECIAL, INC., a California corporation
AMUSEMENT MANAGEMENT FLORIDA, INC., a Florida corporation
MALIBU GRAND PRIX CONSULTING, INC., a California corporation
MOUNTASIA - MEI INTERNATIONAL, INC., a Georgia corporation
MOUNTASIA - MEI LIMITED COMPANY, INC., a California corporation
MOUNTASIA - MEI CALIFORNIA, INC., a California corporation
MOUNTASIA - MEI INTERNATIONAL, INC., a Georgia corporation, in its capacity as
general partner of MOUNTASIA - MEI CALIFORNIA LIMITED PARTNERSHIP, a California
limited partnership
By:
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Name:
Title:
FOOTHILL CAPITAL CORPORATION,
a California corporation
By:
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Name:
Title:
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