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EXHIBIT 10.30
SUBSIDIARY JOINDER
September 30, 2000
Foothill Capital Corporation
0000 Xxxxxxxx Xxxxxx
Xxxxx 0000 Xxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Re: Malibu Entertainment Worldwide, Inc.
Ladies and Gentlemen:
Reference hereby is made to that certain Consolidated, Amended
and Restated Loan and Security Agreement, dated as of August 22, 1996 (as
amended from time to time prior to the date hereof, the "Loan Agreement"), by
and among Malibu Entertainment Worldwide, Inc., a Georgia corporation ("MEWI"),
certain of its direct and indirect subsidiaries identified on the signature
pages thereof (such subsidiaries, together with MEWI, collectively, the
"Borrower"), and Foothill Capital Corporation, a California corporation
("Lender"). Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Loan Agreement.
This Subsidiary Joinder is executed and delivered by the
entity identified as the New Subsidiary on the signature page hereof (the "New
Subsidiary") in favor of Xxxxxx.
1. Joinder. The New Subsidiary hereby joins in and agrees to
be bound by each and all of the provisions of the Loan Agreement, and any other
Loan Document to which Borrower is a party, and, in so doing, hereby becomes a
Person composing Borrower. Without limiting the generality of the foregoing, the
New Subsidiary, as a Borrower, hereby: (a) grants to Lender, pursuant to Section
4.1 of the Loan Agreement, a continuing security interest in all currently
existing and hereafter acquired or arising Personal Property Collateral; and (b)
agrees to be bound by each provision in the Loan Agreement as a party thereto,
mutatis mutandis.
2. Representations and Warranties. The New Subsidiary hereby
represents and warrants to Lender that: (a) the execution, delivery, and
performance of this Subsidiary Joinder and any other Loan Document to which the
New Subsidiary is party are within its corporate powers, have been duly
authorized by all necessary corporate action, and do not and will not (i)
violate any provision of federal, state, or local law or regulation, the
articles of incorporation or by-laws of the New Subsidiary, or any order,
judgment, or decree of any court or other governmental authority binding on the
New Subsidiary, (ii) conflict with, result in a breach of, or constitute (with
due notice or lapse of time or both) a default under any material contractual
obligation or material lease of the New Subsidiary, (iii) result in or require
the creation or imposition of any Lien of any nature whatsoever upon any
properties
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or assets of New Subsidiary or any other Person composing Borrower, other than
Permitted Liens, or (iv) require any approval of MFEC or any approval or consent
of any Person under any material contractual obligation of the New Subsidiary,
other than those already obtained prior to the effective date hereof; (b) this
Subsidiary Joinder and any and all other Loan Documents to which the New
Subsidiary is party constitute its legal, valid, and binding obligations,
enforceable against the New Subsidiary in accordance with their respective
terms; (c) the chief executive office of the New Subsidiary is located at 000
Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000; (d) the FEIN of the New
Subsidiary is set forth following the name of the New Subsidiary on the
signature page hereof; and (e) each other representation and warranty applicable
to the New Subsidiary as a Person composing Borrower under the Loan Documents is
and will be true, correct, and complete as of the date hereof.
3. Binding Effect. This Subsidiary Joinder is binding upon and
enforceable against the New Subsidiary and its successors and assigns. It shall
inure to the benefit of and may be enforced by Xxxxxx and its successors and
assigns.
4. Notices. Notices to the New Subsidiary shall be given in
the manner set forth in Section 12 of the Loan Agreement.
5. Loan Document. This Subsidiary Joinder is a Loan Document.
6. Loan Document References. (a) Each reference in the Loan
Agreement and the other Loan Documents to "Borrower," "Debtor", or words of like
import referring to the Borrower (or any subset thereof) shall include and refer
to the undersigned New Subsidiary; and (b) each reference in the Loan Documents
to this "Agreement", "hereunder", "herein", "hereof", "thereunder", "therein",
"thereof", or words of like import referring to the Loan Agreement or other Loan
Document to which Borrower is party shall mean and refer to such Loan Documents
as supplemented by this Subsidiary Joinder.
7. Further Assurances. The New Subsidiary and the other
Persons composing Borrower shall execute and deliver to Lender all financing
statements, continuation financing statements, fixture filings, security
agreements, chattel mortgages, pledges, mortgages, deeds of trust, assignments,
supplements in respect of any of the foregoing, endorsements of certificates of
title, applications for title, affidavits, reports, notices, schedules of
accounts, letters of authority, and all other documents that Lender may
reasonably request, in form and substance satisfactory to Lender, to perfect and
continue perfected Xxxxxx's security interests in the Collateral and in order to
fully consummate all of the transactions contemplated under this Subsidiary
Joinder and the Loan Documents.
8. Counterparts. This Subsidiary Joinder may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Subsidiary
Joinder by signing any such counterpart. Delivery of an executed counterpart of
this Subsidiary Joinder by telefacsimile shall be equally as effective as
delivery of an original executed counterpart of this Xxxxxxxxxx Xxxxxxx. Any
party delivering an executed counterpart of this Subsidiary Joinder by
telefacsimile also shall deliver an original executed counterpart of this
Subsidiary Joinder but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability, and binding effect of this
Subsidiary Joinder.
[Signature page follows]
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IN WITNESS WHEREOF, each of the undersigned has caused this
Subsidiary Joinder to be duly executed and delivered as of the date first above
written.
NEW SUBSIDIARY:
MALIBU CENTERS, INC.,
a Delaware corporation,
BY:
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NAME:
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FEIN: 00-0000000
Acknowledged and Agreed
as of the date first above written
FOOTHILL CAPITAL CORPORATION,
a California corporation
By:
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Name:
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Title:
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[signature page continues]
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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
XXXXXX HILLS MGPC, INC., a California corporation
XXXXXX HILLS SHOWBOAT MGPC, INC., a California corporation
REDONDO BEACH CASTLE MGPC, INC., a California corporation
REDWOOD CITY CASTLE MGPC, INC., a California corporation
SAN DIEGO MGPC, INC., a California corporation
PORTLAND MGPC, INC., an Oregon 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:
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Title: Responsible officer for each of the
above referenced Persons composing Borrower
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