[Company Letterhead]
July 23, 1996
MEI Holdings, LP
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
RE: Investment Agreement dated as of July 5, 1996/As Amended
Ladies and Gentlemen:
Reference is made to that certain Investment Agreement between Mountasia
Entertainment International, Inc. (the "Company") and you ("Purchaser") dated as
of June 5, 1996 as amended to and through the date hereof.
In connection with the substantial investment proposed to be made by you
in the Company as set forth in the Investment Agreement, as amended, the
undersigned hereby agrees as follows:
(i) that, notwithstanding anything to the contrary in any employment
agreement or stock option agreement between the Company and the
undersigned, any investments or transactions by you or any affiliate or
associate of you in the Company or in the securities of the Company shall
not, alone or with other investments or transactions, constitute a change
of control or other trigger any rights or payments to the undersigned
under any such agreements; and
(ii) irrevocably to vote or caused to be voted all shares of common stock
beneficially owned by the undersigned in favor of shareholder approval of
the matter referred to in Paragraph 2 of that Letter of Amendment dated
July 24, 1996 amended the Investment Agreement to provide for the Company
Call Option and the Purchaser Option.
Sincerely,
/s/ X. Xxxxx Xxxxxxx
X. Xxxxx Xxxxxxx
President and Chief Executive Officer
[Company Letterhead]
July 23, 1996
MEI Holdings, LP
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
RE: Investment Agreement dated as of July 5, 1996/As Amended
Ladies and Gentlemen:
Reference is made to that certain Investment Agreement between Mountasia
Entertainment International, Inc. (the "Company") and you ("Purchaser") dated as
of June 5, 1996 as amended to and through the date hereof.
In connection with the substantial investment proposed to be made by you
in the Company as set forth in the Investment Agreement, as amended, the
undersigned hereby agrees as follows:
(i) that, notwithstanding anything to the contrary in any employment
agreement or stock option agreement between the Company and the
undersigned, any investments or transactions by you or any affiliate or
associate of you in the Company or in the securities of the Company shall
not, alone or with other investments or transactions, constitute a change
of control or other trigger any rights or payments to the undersigned
under any such agreements; and
(ii) irrevocably to vote or caused to be voted all shares of common stock
beneficially owned by the undersigned in favor of shareholder approval of
the matter referred to in Paragraph 2 of that Letter of Amendment dated
July 24, 1996 amended the Investment Agreement to provide for the Company
Call Option and the Purchaser Option.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Executive Vice President
