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EXHIBIT 10.24
AMENDMENT NUMBER THIRTEEN TO CONSOLIDATED, AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NUMBER THIRTEEN TO CONSOLIDATED, AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment"), is entered into as of
April ____, 2001 between FOOTHILL CAPITAL CORPORATION, a California corporation
("Foothill"), with a place of business located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, MALIBU ENTERTAINMENT WORLDWIDE, INC., a
Georgia corporation ("MEWI"), with its chief executive office located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, MOUNTASIA MANAGEMENT COMPANY, a
Georgia corporation ("MMC"), with its chief executive office located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, MALIBU GRAND PRIX CORPORATION, a
Delaware corporation ("MGPC"), with its chief executive office located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, TUCSON MGPC, INC., an Arizona
corporation ("Tucson"), with its chief executive office located at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ HILLS MGPC, INC., a California
corporation ("PH"), with its chief executive office located at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ HILLS SHOWBOAT MGPC, INC., a
California corporation ("PHS"), with its chief executive office located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, REDONDO BEACH CASTLE MGPC, INC.,
a California corporation ("RBC"), with its chief executive office located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, REDWOOD CITY CASTLE MGPC, INC.,
a California corporation ("RCC"), with its chief executive office located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, SAN DIEGO MGPC, INC., a
California corporation ("San Diego"), with its chief executive office located at
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, PORTLAND MGPC, INC., an
Oregon corporation ("Portland"), with its chief executive office located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, DALLAS CASTLE MGPC, INC., a
Texas corporation ("DC"), with its chief executive office located at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, SAN ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MGPC, INC., a Texas
corporation ("SAC"), with its chief executive office located at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, SAN ANTONIO MGPC, INC., a Texas
corporation ("San Antonio"), with its chief executive office located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, MOUNTASIA DEVELOPMENT COMPANY, a
Georgia corporation ("MDC"), with its chief executive office located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, MALIBU GRAND PRIX DESIGN &
MANUFACTURING, INC., a California corporation ("MGPDMI"), with its chief
executive office located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
MALIBU GRAND PRIX FINANCIAL SERVICES, INC., a California corporation ("MGPFSI"),
with its chief executive office located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, OFF TRACK MANAGEMENT, INC., a California corporation ("Off
Track"), with its chief executive office located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, MGP SPECIAL, INC., a California corporation
("Special"), with its chief executive office located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, AMUSEMENT MANAGEMENT FLORIDA, INC., a Florida
corporation
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("Amusement"), with its chief executive office located at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, MALIBU GRAND PRIX CONSULTING, INC., a
California corporation ("Consulting"), with its chief executive office located
at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, MOUNTASIA - MEI
INTERNATIONAL, INC., a Georgia corporation ("MMEII"), with its chief executive
office located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, MOUNTASIA
- MEI LIMITED COMPANY, INC., a California corporation ("MMEILC"), with its chief
executive office located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
MOUNTASIA - MEI CALIFORNIA, INC., a California corporation ("MCNC"), with its
chief executive office located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, MOUNTASIA - MEI CALIFORNIA LIMITED PARTNERSHIP, a California limited
partnership ("MMEICLP"), with its chief executive office located at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, MOUNTASIA FAMILY ENTERTAINMENT
CENTERS, INC., a Texas corporation ("MFEC"), with its chief executive office
located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and MALIBU
CENTERS, INC., a California corporation ("MCI"), with its chief executive office
located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
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 has requested that Foothill extend the date on which the
mandatory prepayment of the Obligations are due from April 30, 2001 to
May 31, 2001; and
C. Foothill is willing to consent to the extension of the mandatory
prepayment date from April 30, 2001 to May 31, 2001 on the terms and
conditions 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:
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"Thirteenth Amendment" means that certain Amendment Number
Thirteen to Consolidated, Amended, and Restated Loan and Security Agreement,
dated as of April ___, 2001.
"Thirteenth Amendment Closing Date" means the date on which each
of the conditions precedent set forth in Section 3 of the Thirteenth Amendment
are satisfied in full.
b. Section 2.12(b) of the Loan Agreement hereby is
amended and restated in its entirety as follows:
(b) On or before May 31, 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.
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:
a. Foothill shall have received on or before the
Thirteenth Amendment Closing Date, this
Amendment, duly executed and in form and
substance satisfactory to Foothill.
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 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);
c. 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
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
respective Affiliates.
4. 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
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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.
5. 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.
6. 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.
7. 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 Amendment, the Sixth
Amendment, the Seventh Amendment, the Eighth
Amendment, the Ninth Amendment, the Tenth
Amendment, the Eleventh Amendment, Twelfth
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, Twelfth
Amendment, and this Amendment.
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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.
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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
▇▇▇▇▇▇ HILLS MGPC, INC., a California corporation
▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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
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FOOTHILL CAPITAL CORPORATION,
a California corporation
By:
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Name:
Title:
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