1
EXHIBIT 10.29
AMENDMENT NUMBER TWELVE TO CONSOLIDATED, AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NUMBER TWELVE TO CONSOLIDATED, AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment"), is entered into as of
September 30, 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, 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, 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, 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 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,
0
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, MOUNTASIA FAMILY ENTERTAINMENT CENTERS, INC., a Texas
corporation ("MFEC"), with its chief executive office located at 000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, and MALIBU CENTERS, INC., a California
corporation ("MCI"), with its chief executive office located at 000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000.
Recitals:
A. Borrower and Foothill 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 hereby acknowledges that a material Event of Default has
occurred and is continuing as a result of Borrower's failure to deliver
to Foothill no later than June 30, 2000 the required mandatory
prepayments of the Obligations required by Section 2.12 of the Loan
Agreement (the "Designated Event of Default").
C. Borrower has requested that Foothill consent to the sale of the Malibu
Grand Prix FunCenter located at 0000 XX 0xx Xxxxxx, Xxxxx, Xxxxxxx
00000 for a total cash consideration of $5,000,000 (the "Proposed
Disposition").
D. Borrower and Foothill desire to amend the Loan Agreement as set forth
herein.
Agreement:
NOW, THEREFORE, in consideration of the mutual promises
contained herein, Foothill and Borrower hereby agree as follows:
1. Definitions. All capitalized terms used herein and not
defined herein shall have the meanings ascribed to them in the Loan Agreement.
2. Amendments to the Loan Agreement.
a. Section 1.1 of the Loan Agreement hereby is
amended by adding or amending and restating,
as applicable, each of the following
definitions in alphabetical order:
2
3
"Joinder Agreement" means a joinder agreement among Malibu
Centers, Inc., a Delaware corporation, Borrower, and Foothill, in form and
substance satisfactory to Foothill.
"Loan Documents" means this Agreement, the Joinder Agreement,
the Side Letter, the Loan Purchase Agreement, the Stock Pledge Agreements,
Trademark Security Agreements, the Disbursement Letter, the Mutual General
Release, the Blocked Account Agreement, the Mortgages, any note or notes
executed by Borrower and payable to Foothill, and any other agreement entered
into, now or in the future, in connection with this Agreement.
"Permitted Disposition" means, subject to the prior or
concurrent satisfaction of the applicable Release Condition therefor, (a)
Ordinary Course Dispositions, and (b) the sale, exchange, or other disposition,
free and clear of Foothill's Lien or security interest (other than its Lien or
security interest in the proceeds of such sale, exchange, or other disposition),
of Equipment or Real Property (expressly excluding Accounts, General
Intangibles, Inventory, Investment Property, and Negotiable Collateral).
"Permitted Overadvance Amount" means $3,594,711.03.
"Reference Rate" means, the rate of interest announced within
Xxxxx Fargo Bank, N.A. at its principal office in San Francisco as its "prime
rate", with the understanding that the "prime rate" is one of Xxxxx Fargo's base
rates (not necessarily the lowest of such rates) and serves as the basis upon
which effective rates of interest are calculated for those loans making
reference thereto and is evidenced by the recording thereof after its
announcement in such internal publication or publications as Xxxxx Fargo may
designate.
"Release Condition" means (a) with respect to any Permitted
Disposition (other than an Ordinary Course Disposition) that (i) no Default or
Event of Default has occurred and is continuing or would result therefrom, (ii)
at least 80% of the consideration received in connection with such Permitted
Disposition is in the form of cash or cash equivalents, (iii) Borrower is
selling, exchanging, or disposing of the subject Equipment or Real Property and,
following such sale, exchange, or other disposition, the subject Equipment or
Real Property is not to be the subject of a lease by MEWI or any of its
Subsidiaries, (iv) the terms and conditions of each such Permitted Disposition
(including, without limitation, the sale price thereof) are reasonably
acceptable (from the perspective of secured asset based lender) to Foothill, (v)
Foothill shall have given its prior written consent to such sale (which consent
shall not be unreasonably withheld or delayed), (vi) the subject Equipment or
Real Property is not being sold to, exchanged with, or disposed of to, any
Affiliate of MEWI or Hampstead, and (vii) Borrower shall have caused the
purchaser of such Equipment or Real Property to wire transfer to Foothill in
immediately available funds an amount equal to 80% of the Net Cash Proceeds
received by Borrower in consideration of such Permitted Disposition, and (b)
with respect to any Ordinary Course Disposition that (i) Borrower is receiving
fair value for the Equipment that is the subject of such sale, exchange, or
other disposition, (ii) Borrower is selling, exchanging, or disposing of the
subject Equipment and,
3
4
following such sale, exchange, or other disposition, the subject Equipment is
not to be the subject of a lease by MEWI or any of its Subsidiaries, and (iii)
the subject Equipment is not being sold to, or exchanged with, or disposed of
to, any Affiliate of MEWI or Hampstead.
"Required Amount" means an amount equal to 80% of the Net Cash
Proceeds received by Borrower in connection with a Permitted Disposition;
provided, however, that anything contained in the foregoing to the contrary
notwithstanding, the Required Amount in connection with the Permitted
Disposition of Borrower's FunCenter known as Miami Castle shall be an amount
equal to 70% of the Net Cash Proceeds received by Borrower in connection with
the consummation of said FunCenter.
"Side Letter" means a letter agreement between Borrower and
Foothill, in form and substance satisfactory to Foothill.
"Twelfth Amendment" means that certain Amendment Number Twelve
to Consolidated, Amended, and Restated Loan and Security Agreement, dated as of
September 30, 2000.
"Twelfth Amendment Closing Date" means the date on which each
of the conditions precedent set forth in Section 3 of the Twelfth Amendment are
satisfied in full.
b. Section 1.1 of the Loan Agreement hereby is
amended by deleting each of the following
definitions in their entirety: Adjusted Net
Worth, EBITDA, Debt Service, Debt Service
Ratio, Interest Coverage Ratio, Interest
Expense, and Required Pay-Down Date.
c. Section 2.10 of the Loan Agreement hereby is
amended by deleting the "." appearing at the
end of subsection (f) of said Section,
inserting the text "; and" in lieu thereof,
and inserting the following new subsection
(g) immediately following subsection (f) of
said Section:
"(g) Twelfth Amendment Fee. In connection with the execution
and delivery of the Twelfth Amendment, Borrower shall pay to Foothill a fee of
$500,000 (the "Twelfth Amendment Fee") that shall be payable in full in cash on
the earliest to occur of (i) the Maturity Date, (ii) the date that all of the
Obligations (other than the Twelfth Amendment Fee) have been paid in full in
cash, and (iii) the date that Foothill declares all of the Obligations due and
payable in accordance with the Loan Agreement as a result of an Event of Default
which has occurred and is continuing; provided, however, that (i) if the
aggregate amount of the Obligations outstanding as of November 30, 2000 is not
more than $17,000,000, then Foothill agrees to waive one-third of the Twelfth
Amendment Fee, (ii) if the aggregate amount of the Obligations outstanding as of
April 30, 2001 is not more than $9,000,000, then Foothill agrees to waive an
additional one-third of the Twelfth Amendment Fee, and (iii) if the aggregate
amount of the Obligations outstanding as of June 30, 2001 is not more than
$5,000,000, then Foothill agrees to waive the balance of the Twelfth
4
5
Amendment Fee that would otherwise be payable in accordance with this Section.
The Twelfth Amendment Fee shall be non-accrual and non-interest bearing until
such time as the Twelfth Amendment Fee is payable in accordance with this
Section. The foregoing notwithstanding, but subject to the proviso set forth in
the immediately preceding sentence, the Twelfth Amendment Fee is fully earned
and nonrefundable as of the Twelfth Amendment Closing Date."
d. Section 2.12 of the Loan Agreement hereby is
amended and restated in its entirety as
follows:
"2.12 MANDATORY PREPAYMENTS AND COMMITMENT REDUCTIONS.
(a) On or before November 30, 2000, Borrower shall make a
mandatory prepayment of the Obligations in an amount sufficient to reduce the
aggregate amount of the Obligations outstanding to not more than $17,000,000.
(b) On or before April 30, 2001, Borrower shall make a
mandatory prepayment of the Obligations in an amount sufficient to reduce the
aggregate amount of the Obligations outstanding to not more than $9,000,000.
(c) On or before June 30, 2001, Borrower shall make a
mandatory prepayment of the Obligations in an amount sufficient to reduce the
aggregate amount of the Obligations outstanding to not more than $5,000,000.
(d) Immediately upon the consummation of any Permitted
Disposition (other than an Ordinary Course Disposition), Borrower shall:
(i) repay the Permitted Overadvance Amount
outstanding (if any) as of the date of any such repayment in an amount
equal to the Required Amount applicable to such Permitted Disposition
and the amount so prepaid shall permanently reduce the Permitted
Overadvance Amount on a dollar-for-dollar basis; and
(ii) if the Permitted Overadvance Amount outstanding
(if any) has been repaid in full pursuant to clause (i) above or
otherwise, repay Term Loan A in an amount equal to the Required Amount
applicable to such Permitted Disposition (or the balance remaining
after the repayment of the Permitted Overadvance Amount outstanding
pursuant to clause (i) above, as applicable) and the amount so prepaid
shall permanently reduce Term Loan A; and
(iii) if the Permitted Overadvance Amount outstanding
(if any) and Term Loan A have been repaid or prepaid in full pursuant
to clauses (i) and (ii) above, prepay the Advances made by Foothill to
Borrower under Section 2.1 in an amount equal to the Required Amount
applicable to such Permitted Disposition (or the balance remaining
after the prepayment of the Permitted Overadvance Amount outstanding
and Term Loan A pursuant to clauses (i) and (ii) above, as applicable),
5
6
and the amount so prepaid automatically shall permanently reduce the
Maximum Revolving Amount, on a dollar-for-dollar basis."
e. Section 3.4 of the Loan Agreement hereby is
amended by deleting the word "and" appearing
at the end of subsection (f) of said
Section, deleting the "." appearing at the
end of subsection (g) of said Section,
inserting the text "; and" in lieu thereof,
and inserting the following new subsection
(h) immediately following subsection (g)
thereof:
"(h) for a period of 120 days immediately following the
Twelfth Amendment Closing Date, Borrower shall use its best efforts to deliver
to Foothill (i) a leasehold Mortgage (in form and substance satisfactory to
Foothill) for each of the Borrower's properties known as Xxxxxx Hills, located
at 17871 Castleton, City of Industry, California (the "Xxxxxx Hills Location"),
and Mountasia of Willowbrook, located at 00000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxx
(the "Willowbrook Location"), and (ii) leasehold Mortgage Policies for each of
the Xxxxxx Hills Location and the Willowbrook Location, in each case, in amounts
satisfactory to Foothill assuring Foothill that the applicable leasehold
Mortgage creates valid and enforceable first priority Liens on each of the
applicable leaseholds of the properties free and clear of all defects and
encumbrances except Permitted Liens, and the leasehold Mortgage Policies shall
be otherwise in form and substance satisfactory to Foothill."
f. Section 7.19 of the Loan Agreement hereby is
deleted in its entirety.
g. Exhibit I to the Loan Agreement hereby is
amended and restated in the form of Amended
and Restated Exhibit I attached hereto.
h. Schedule R-1 to the Loan Agreement hereby is
amended and restated in its entirety in the
form of Amended and Restated Schedule R-1
attached hereto.
i. Schedule 5.6 to the Loan Agreement hereby is
amended and restated in its entirety in the
form of Amended and Restated Schedule 5.6
attached hereto.
j. Schedule 6.12 to the Loan Agreement hereby
is amended and restated in its entirety in
the form of Amended and Restated Schedule
6.12 attached hereto.
3. Condition to the Effectiveness of this Amendment. The
effectiveness of this Amendment is subject to the fulfillment, to the
satisfaction of Foothill, of each of the following conditions precedent:
6
7
a. Foothill shall have received on or before
the Twelfth Amendment Closing Date the
following, each duly executed and in form
and substance satisfactory to Foothill, and
the same shall be in full force and effect:
(i) this Amendment;
(ii) the Joinder Agreement; and
(iii) the Side Letter.
b. Foothill shall have received (i) such UCC-1
financing statements as Foothill shall
require, and (ii) all original issued share
certificates of Malibu Centers, Inc., a
Delaware corporation, together with
endorsements executed in blank with respect
thereto.
c. Foothill shall have received a copy of a
letter of intent or term sheet, the form and
substance of which is satisfactory to
Foothill, duly executed and delivered by
each of the relevant Persons composing
Borrower, Hampstead, and Nomura relative to
the preferred stock previously issued by
such Persons to Hampstead and Nomura,
together with a certificate of the Secretary
of MEWI certifying such letter of intent or
term sheet as a true, correct, and complete
copy thereof.
d. 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 material
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);
e. After giving effect hereto, no Default or
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
f. 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 respective
Affiliates.
4. Consents. Effective as of the Twelfth Amendment Closing
Date, Foothill hereby consents to the Proposed Disposition, so long as (a) the
gross cash proceeds paid by
7
8
the purchaser thereof is not less than $5,000,000, and (b) each of the other
Release Conditions applicable to the Proposed Disposition have been satisfied.
5. Waivers of Existing Event of Default. On the Twelfth
Amendment Closing Date, Foothill hereby waives the Designated Event of Default.
Such waiver is specific in time and in intent and does not constitute, nor
should it be construed as constituting, except to the extent expressly set forth
herein, a waiver or modification of any term of, or right, power, or privilege
under, the Loan Agreement, the other Loan Documents, or any agreement, contract,
indenture, document, or instrument mentioned therein. Such waiver does not
preclude any exercise of any right, power, or privilege under any Loan Document,
based upon any Event of Default other than the Designated Event of Default.
6. 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, (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, and (c) this
Amendment has been duly executed and delivered.
7. 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.
8. 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.
9. 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
8
9
Amendment, the Sixth Amendment, the Seventh
Amendment, the Eighth Amendment, the Ninth
Amendment, the Tenth Amendment, the Eleventh
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, the Tenth Amendment, the
Eleventh Amendment, and this Amendment.
c. Upon the effectiveness of this Amendment,
each reference in the Loan Documents to
Exhibit I shall mean and refer to Amended
and Restated Exhibit I attached hereto.
d. Upon the effectiveness of this Amendment,
each reference in the Loan Documents to
Schedule R-1 shall mean and refer to Amended
and Restated Schedule R-1 attached hereto.
e. Upon the effectiveness of this Amendment,
each reference in the Loan Documents to
Schedule 5.6 shall mean and refer to Amended
and Restated Schedule 5.6 attached hereto.
f. Upon the effectiveness of this Amendment,
each reference in the Loan Documents to
Schedule 6.12 shall mean and refer to
Amended and Restated Schedule 6.12 attached
hereto.
g. This Amendment shall be governed by and
construed in accordance with the laws of the
State of California.
h. 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.
9
10
[The remainder of this page is intentionally left blank]
10
11
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
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
MALIBU CENTERS, INC., a California corporation
By:
--------------------------------------------------
Name:
Title: Responsible officer for each of the
above referenced Persons composing Borrower
[signature page continues]
11
12
FOOTHILL CAPITAL CORPORATION,
a California corporation
By:
----------------------------------
Name:
Title:
12
