EXHIBIT 99.2 PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 6th, 1997 • Mei Holdings L P • Services-miscellaneous amusement & recreation • New York
EXHIBIT 99.1 LOAN AGREEMENT Dated as of June 5, 1997Loan Agreement • June 6th, 1997 • Mei Holdings L P • Services-miscellaneous amusement & recreation • New York
EXHIBIT 99.4 ALL INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED PROMISSORY NOTE IS SUBORDINATED TO OTHER INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE SUBJECT TO THE TERMS OF, THE SUBORDINATION AGREEMENT, DATED AS OF JUNE 5,...Subordinated Promissory Note • June 6th, 1997 • Mei Holdings L P • Services-miscellaneous amusement & recreation • New York
ALL INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED PROMISSORY NOTE IS SUBORDINATED TO OTHER INDEBTEDNESS PURSUANT TO, AND TO THE EXTENT PROVIDED IN, AND IS OTHERWISE SUBJECT TO THE TERMS OF, THE SUBORDINATION AGREEMENT, DATED AS OF JUNE 5, 1997, AS THE SAME MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, BY AND AMONG MALIBU ENTERTAINMENT WORLDWIDE, INC., AS BORROWER, MEI HOLDINGS, L.P., AS SUBORDINATED LENDER, AND FOOTHILL CAPITAL CORPORATION, AS SENIOR LENDER.
EXHIBIT 99.3 SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT, dated as of June 5, 1997, by and among MEI Holdings, L.P., a Delaware limited partnership ("MEI"), Malibu Entertainment Worldwide, Inc., a Georgia Corporation (the "Borrower"), and Foothill...Subordination Agreement • June 6th, 1997 • Mei Holdings L P • Services-miscellaneous amusement & recreation • New York
