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EXHIBIT 10.6
AMENDMENT NUMBER FOUR TO CONSOLIDATED, AMENDED, AND
RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NUMBER FOUR TO CONSOLIDATED, AMENDED, AND RESTATED LOAN
AND SECURITY AGREEMENT (THIS "AMENDMENT"), is entered into as of March 31, 1998,
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 Xxxxxxxx, Xxxxxx, Xxxxx 00000, MOUNTASIA MANAGEMENT COMPANY, a Georgia
corporation ("MMC"), with its chief executive office located at 000 Xxxxx
Xxxxxxxx, Xxxxxx, Xxxxx 00000, MOUNTASIA PARTNERS I, INC., a Georgia corporation
("MPI"), with its chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx,
Xxxxx 00000, MALIBU GRAND PRIX CORPORATION, a Delaware corporation ("MGPC"),
with its chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx
00000, MIAMI CASTLE MGPC, INC., a Florida corporation ("Miami"), with its chief
executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, TEMPE MGPC,
INC., an Arizona corporation ("Tempe"), with its chief executive office located
at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, TUCSON MGPC, INC., an Arizona
corporation ("Tucson"), with its chief executive office located at 000 Xxxxx
Xxxxxxxx, Xxxxxx, Xxxxx 00000, FRESNO MGPC, INC., a California corporation
("Fresno"), with its chief executive office located at 000 Xxxxx Xxxxxxxx,
Xxxxxx, Xxxxx 00000, NORTH HOLLYWOOD CASTLE MGPC, INC., a California corporation
("NHC"), with its chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx,
Xxxxx 00000, XXXXXX HILLS MGPC, INC., a California corporation ("PH"), with its
chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000,
XXXXXX HILLS SHOWBOAT MGPC, INC., a California corporation ("PHS"), with its
chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000,
REDONDO BEACH CASTLE MGPC, INC., a California corporation ("RBC"), with its
chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000,
REDWOOD CITY CASTLE MGPC, INC., a California corporation ("RCC"), with its chief
executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, REDWOOD
CITY MGPC, INC., a California corporation ("RC"), with its chief executive
office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, SAN DIEGO MGPC, INC.,
a California corporation ("San Diego"), with its chief executive office located
at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, DENVER MGPC, INC., a Colorado
corporation ("Denver"), with its chief executive office located at 000 Xxxxx
Xxxxxxxx, Xxxxxx, Xxxxx 00000, XXXXXXX XXXXXX MGPC, INC., a Florida corporation
("OC"), with its chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx,
Xxxxx 00000, ORLANDO MGPC, INC., a Florida corporation ("Orlando"), with its
chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, TAMPA
CASTLE MGPC, INC., a Florida corporation ("TC"), with its chief executive office
located at 000 Xxxxx Xxxxxxxx,
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Xxxxxx, Xxxxx 00000, TAMPA MGPC, INC., a Florida corporation ("Tampa"), with its
chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000,
LENEXA MGPC, INC., a Kansas corporation ("Lenexa"), with its chief executive
office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, MT. LAUREL MGPC,
INC., a New Jersey corporation ("Mt.Laurel"), with its chief executive office
located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, COLUMBUS MGPC, INC., an Ohio
corporation ("Columbus"), with its chief executive office located at 000 Xxxxx
Xxxxxxxx, Xxxxxx, Xxxxx 00000, CINCINNATI MGPC, INC., an Ohio corporation
("Cincinnati"), with its chief executive office located at 000 Xxxxx Xxxxxxxx,
Xxxxxx, Xxxxx 00000, PORTLAND MGPC, INC., an Oregon corporation ("Portland"),
with its chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx
00000, AUSTIN MGPC, INC., a Texas corporation ("Austin"), with its chief
executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, DALLAS
CASTLE MGPC, INC., a Texas corporation ("DC"), with its chief executive office
located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, DALLAS MGPC, INC., a Texas
corporation ("Dallas"), with its chief executive office located at 000 Xxxxx
Xxxxxxxx, Xxxxxx, Xxxxx 00000, HOUSTON CASTLE MGPC, INC., a Texas corporation
("HC"), with its chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx,
Xxxxx 00000, HOUSTON II MGPC, INC., a Texas corporation ("Houston"), with its
chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, SAN
XXXXXXX XXXXXX MGPC, INC., a Texas corporation ("SAC"), with its chief executive
office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, SAN ANTONIO MGPC,
INC., a Texas corporation ("San Antonio"), with its chief executive office
located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, MOUNTASIA DEVELOPMENT
COMPANY, a Georgia corporation ("MDC"), with its chief executive office located
at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, MALIBU GRAND PRIX DESIGN &
MANUFACTURING, INC., a California corporation ("MGPDMI"), with its chief
executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, MALIBU
GRAND PRIX FINANCIAL SERVICES, INC., a California corporation ("MGPFSI"), with
its chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000,
OFF TRACK MANAGEMENT, INC., a California corporation ("Off Track"), with its
chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, MGP
SPECIAL, INC., a California corporation ("Special"), with its chief executive
office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, AMUSEMENT MANAGEMENT
FLORIDA, INC., a Florida corporation ("Amusement"), with its chief executive
office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, MALIBU GRAND PRIX
CONSULTING, INC., a California corporation ("Consulting"), with its chief
executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, MOUNTASIA -
MEI INTERNATIONAL, INC., a Georgia corporation ("MMEII"), with its chief
executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, MOUNTASIA -
MEI LIMITED COMPANY, INC., a California corporation ("MMEILC"), with its chief
executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, MOUNTASIA -
MEI CALIFORNIA, INC., a California corporation ("MCNC"), with its chief
executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, MOUNTASIA -
MEI CALIFORNIA LIMITED
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PARTNERSHIP, a California limited partnership ("MMEICLP"), with its chief
executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, MOUNTASIA -
MEI MANUFACTURING COMPANY, INC., a Georgia corporation ("MMEIMCI"), with its
chief executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000,
AMUSEMENT CO., INC., a Delaware corporation ("ACI"), with its chief executive
office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, AMUSEMENT CO.
PARTNERS, INC., a Delaware corporation ("ACPI"), with its chief executive office
located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000, and MOUNTASIA FAMILY
ENTERTAINMENT CENTERS, INC., a Texas corporation ("MFEC"), with its chief
executive office located at 000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000.
WHEREAS Foothill and Borrower are parties to the Consolidated, Amended,
and Restated Loan and Security Agreement, entered into as of August 22, 1996,
(as amended to date, the "Loan Agreement");
WHEREAS Borrower has requested Foothill to amend the Loan Agreement and
the other Loan Documents to (i) reflect the relocation of the chief executive
office of Borrower and each of its Subsidiaries to 000 Xxxxx Xxxxxxxx, Xxxxxx,
Xxxxx 00000, and (ii) to revise the financial covenants with respect to minimum
Debt Service Ratio and the minimum Interest Coverage Ratio;
WHEREAS Borrower has requested Foothill consent to (i) increase the
maximum aggregate principal amount of Permitted MEIH Subordinated Debt from
$30,000,000 to $65,000,000, (ii) to increase the interest rate on Permitted MEIH
Subordinated Debt to 10%, (iii) to increase in the maximum amount of MEIH
Current Advances from $9,500,000 to $10,000,000, and (iv) to increase the
interest rate and extend the maturity of MEIH Current Advances Payments to
correspond to the Borrower's credit facility with Nomura Asset Capital
Corporation;
WHEREAS Foothill has agreed to consent to the forgoing and to amend the
Loan Agreement and the other Loan Documents in accordance with the terms hereof
upon Borrower's payment of an Amendment Fee of $5,000 and subject to the other
terms and conditions hereof;
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.
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1. Amendments to the Loan Agreement.
a. Each of the references in the initial paragraph of
the Loan Agreement and in any other section thereof to "5895 Xxxxxxxx Xxxxxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000" hereby are deleted in their entirety and
replaced with "717 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxx 00000."
b. Section 1.1 of the Loan Agreement hereby is
amended by deleting each of the following definitions in their entirety and
substituting the following in lieu thereof:
"Amended and Restated Subordinated Promissory Note
means that certain Second Amended and Restated Subordinated Promissory
Note dated as of March 27, 1998 issued by MEWI in favor of MEIH,
subject to the terms and conditions of the Amended and Restated
Subordination Agreement, in the form attached hereto as Amended and
Restated Annex A".
"Current MEIH Advances means advances (other than
Permitted MEIH Subordinated Debt) made by MEIH to MEWI and made on or
prior to the Fourth Amendment Closing Date, but not to exceed
$10,000,000 in aggregate principal amount (and accrued interest thereon
at a rate per annum not to exceed LIBOR plus 3.50% (or, following the
occurrence of an event of default, 5.0%)), and evidenced by the Amended
and Restated MEIH Current Advances Promissory Note".
"Fourth Amendment means that certain Amendment Number
Four to Consolidated, Amended, and Restated Loan and Security
Agreement, dated as of March 31, 1998, between Foothill and Borrower".
"Fourth Amendment Closing Date" means March 31,
1998".
"Permitted MEIH Current Advances Payments means, so
long as no Event of Default has occurred and is continuing, one or more
payments to MEIH, in an amount not to exceed $10,000,000 in aggregate
principal amount (and accrued interest thereon at a rate per annum not
to exceed LIBOR plus 3.50% (or, following the occurrence of an event of
default, 5.0%)), made in connection with the repayment or the
prepayment of Current MEIH Advances extended to Borrower by MEIH;
provided that, in no event, shall such payment be made with Net Cash
Proceeds to the extent constituting a Required Amount".
"Permitted MEIH Subordinated Debt means any
Indebtedness constituting a "Subordinated Obligation" under and as
defined in the Amended and Restated Subordination Agreement among MEWI,
MEIH, and Foothill in an aggregate principal amount of up to
$65,000,000 and evidenced by the Amended and Restated Subordinated
Promissory Note".
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c. Section 1.1 of the Loan Agreement hereby is
amended by adding the following definition in alphabetical order:
"Amended and Restated MEIH Current Advances
Promissory Note means that certain Amended and Restated Promissory Note
dated as of March 27, 1998 issued by MEIW in favor of MEIH, in the form
attached hereto as Annex B".
d. Clause (a) of Section 7.19 of the Loan Agreement
hereby is amended and restated in its entirety as follows:
"(a) Debt Service Ratio. A Debt Service
Ratio for the Relevant Measuring Period of not less than the relevant
amount set forth in the following table, measured on a fiscal
quarter-end basis:
------------------------------------------------------
Period Ending Minimum Ratio
======================================================
12/31/97 (4.0) : 1.0
------------------------------------------------------
e. Clause (d) of Section 7.19 of the Loan Agreement
hereby is amended and restated in its entirety as follows:
"(b) Interest Coverage Ratio. An Interest
Coverage Ratio for the 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 Ratio
======================================================
12/31/97 (5.0) : 1.0
------------------------------------------------------
f. The notice address for MEWI contained in Section
12 of the Loan Agreement hereby is amended and restated in its entirety as
follows:
"IF TO BORROWER: C/O MALIBU ENTERTAINMENT
WORLDWIDE, INC.
000 Xxxxx Xxxxxxxx
Xxxxxx, Xxxxx 00000
Attn: Xx. Xxxxxxx X. XxxxXxxxxxx
Title: Vice President
Fax No. 000.000.0000"
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g. Annex A of the Loan Agreement is hereby amended,
restated, and replaced in its entirety by the Amended and Restated Annex A
attached hereto.
h. Annex B is hereby added in its entirety to the
Loan Agreement in the form of Annex B attached hereto.
i. Each of the references contained in any other Loan
Document to "5895 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000" hereby
is deleted in its entirety and deemed to be replaced with "717 Xxxxx Xxxxxxxx,
Xxxxxx, Xxxxx 00000."
j. Each of the references contained in any other Loan
Document to the facsimile telephone number of "000.000.0000" hereby is deleted
in its entirety and deemed to be replaced with "214.210.8752".
2. Conditions Precedent 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:
a. Foothill shall have received a certificate of the
Secretary of Borrower attesting to the resolutions of Borrower's Board of
Directors authorizing the execution, delivery, and performance of the Loan
Agreement as amended by this Amendment and authorizing the specific officers of
Borrower to execute same;
b. 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);
c. 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;
d. 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;
e. No material adverse change shall have occurred in
the financial condition of Borrower or in the value of the Collateral that has
not been disclosed to Foothill;
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f. Foothill shall have received this duly executed
Amendment, which shall be in full force and effect;
g. Foothill shall have received the form of the
Second Amended and Restated Subordinated Promissory Note, in form and substance
satisfactory to Foothill and its counsel;
h. Foothill shall have received the form of the
Amended and Restated MEIH Current Advances Promissory Note, in form and
substance satisfactory to Foothill and its counsel;
i. Foothill shall have received the Fourth Amendment
Fee of $5,000; and
j. All other documents and legal matters in
connection with the transactions contemplated by this Amendment shall have been
delivered or executed or recorded and shall be in form and substance
satisfactory to Foothill and its counsel.
3. Permitted MEIH Subordinated Debt. Foothill hereby (i)
consents to the incurrence by MEWI of up to $65,000,000 in aggregate principal
amount of Indebtedness to MEIH on the terms set forth on the Amended and
Restated Subordinated Promissory Note, and (ii) agrees that such Indebtedness
shall constitute permitted "Future Subordinated Indebtedness" approved by
Foothill in accordance with the Loan Agreement.
4. Permitted Current MEIH Advances. Foothill hereby (i)
consents to the incurrence by MEWI of up to $10,000,000 in aggregate principal
amount of Indebtedness to MEIH on the terms set forth on the Amended and
Restated Current MEIH Advances Promissory Note, and (ii) agrees that such
Indebtedness shall constitute permitted "Current MEIH Advances" approved by
Foothill in accordance with the Loan Agreement.
5. Waiver. Foothill hereby waives any Default or Event of
Default existing prior to the effectiveness of this Amendment and arising in
respect of any provisions of the Loan Agreement or the other Loan Documents
amended by, or as a result of the incurrence of any Indebtedness consented to
under, this Amendment.
6. Condition Subsequent. As a condition subsequent to the
effectiveness of this Fourth Amendment, Borrower shall perform or cause to be
performed the following (the failure by Borrower to so perform or cause to be
performed on the expiry of the applicable period provided therefor constituting
an Event of Default, but the failure to perform during the period prior to the
expiration of the applicable period provided therefor shall not constitute a
Default):
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a. Within 30 days of the Fourth Amendment Closing
Date, Foothill and Borrower shall have submitted a revised business plan to
Foothill, in form and substance satisfactory to Foothill;
b. Within 60 days of the Fourth Amendment Closing
Date, Foothill and Borrower shall have amended the Loan Agreement to reflect
modifications to Section 7.19 of the Loan Agreement to reflect the revised
business plan, such modifications to be in form and substance satisfactory to
Foothill in its reasonable discretion. Anything in this section to the contrary
notwithstanding, the failure of Borrower to enter into the amendment described
herein prior to the expiration of the applicable period provided herein shall
not constitute a Default or an Event of Default; and
c. Within 90 days of the Fourth Amendment Closing
Date, Foothill and Borrower shall have entered into such mortgages and deeds of
trust in respect of Borrower's leasehold estates in respect of which a leasehold
mortgage may be granted, as Foothill shall reasonably request, in form and
substance satisfactory to Foothill in its reasonable discretion, and the
Borrower hereby agrees to make reasonable, good faith, efforts to obtain the
consent of the lessor to the granting of such leasehold mortgages.
7. 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 governmental 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, constitute Borrower's legal, valid, and binding
obligation, enforceable against Borrower in accordance with its terms.
8. 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.
9. Effect on Loan Documents. The Loan Agreement and the other
Loan Documents, as amended hereby, shall be and remain in full force and effect
in accordance with its 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 Lender under the Loan
Agreement, as in effect prior to the date hereof.
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10. Miscellaneous.
a. Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement", "hereunder", "herein", "hereof"
or words of like import referring to the Agreement shall mean and refer to the
Loan Agreement as amended by the First Amendment, the Second Amendment, the
Third 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 Agreement shall
mean and refer to the Loan Agreement as amended by the First Amendment, the
Second Amendment, the Third Amendment, and this Amendment.
c. This Amendment shall be governed by and construed
in accordance with the laws of the State of California.
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.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed in on the date first written above.
MALIBU ENTERTAINMENT WORLDWIDE, INC., a Georgia corporation
MOUNTASIA FAMILY ENTERTAINMENT CENTERS, INC., a Texas corporation
By: /s/ XXXXXXX X. XXXXXXXXXXX
----------------------------------------
Name: Xxxxxxx X. XxxxXxxxxxx
-----------------------------
Title: Vice President
----------------------------
MOUNTASIA MANAGEMENT COMPANY, a Georgia corporation
MOUNTASIA PARTNERS I, INC., a Georgia corporation
MALIBU GRAND PRIX CORPORATION, a Delaware corporation
MIAMI CASTLE MGPC, INC., a Florida corporation
TEMPE MGPC, INC., an Arizona 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 BEACH 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
DENVER MGPC, INC., a Colorado corporation
XXXXXXX XXXXXX MGPC, INC., a Florida corporation
ORLANDO MGPC, INC., a Florida corporation
TAMPA CASTLE MGPC, INC., a Florida corporation
TAMPA MGPC, INC., a Florida corporation
LENEXA MGPC, INC., a Kansas corporation
MT. LAUREL MGPC, INC., a New Jersey corporation
COLUMBUS MGPC, INC., an Ohio corporation
CINCINNATI MGPC, INC., an Ohio corporation
PORTLAND MGPC, INC., an Oregon corporation
AUSTIN MGPC, INC., a Texas corporation
DALLAS CASTLE MGPC, INC., a Texas corporation
DALLAS MGPC, INC., a Texas corporation
HOUSTON CASTLE MGPC, INC., a Texas corporation
HOUSTON II MGPC, INC., a Texas corporation
SAN XXXXXXX XXXXXX MGPC, INC., a Texas corporation
SAN ANTONIO MGPC, INC., a Texas corporation
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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
MOUNTASIA - MEI MANUFACTURING COMPANY, INC., a Georgia corporation
AMUSEMENT CO., INC., a Delaware corporation
AMUSEMENT CO. PARTNERS, INC., a Delaware corporation
By: /s/ XXXXXXX X. XXXXXXXXXXX
------------------------------------
Name: Xxxxxxx X. XxxxXxxxxxx
-----------------------------
Title: Vice President
----------------------------
FOOTHILL CAPITAL CORPORATION,
a California corporation
By:
-------------------------
Name:
-----------------------
Title:
----------------------
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