MOUNTASIA ENTERTAINMENT INTERNATIONAL
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Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000-0000
November 14, 1996
MEI Holdings, L.P.
0000 Xxxxx Xxxxxxxx Xxxxx Xxxx
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Re: Redemption Agreement
Ladies and Gentlemen:
This letter sets forth our agreement (the "Redemption Agreement") in
respect of the funding by you of our redemption of our presently outstanding 10%
Debentures and certain related matters. We hereby agree as to all of the matters
set forth under the captions "Introduction" (paragraph 3 only); "Special
Factors--Redemption Agreement;" "Background of The Offers-- Certain Events
Following the Recapitalization--Redemption of 10% Debentures;", "The
Recapitalization Agreements--Indemnification" and "--Standstill Agreement" and
"The Offers--Fees and Expenses" relating to these matters as set forth in your
Offer To Purchase, dated the date hereof, as filed by you on this date with the
Securities and Exchange Commission. At the request of either of us, the parties
will execute a more formal instrument enbodying the foregoing agreement.
We also agree that any purchases by you of our Common Stock and other
securities pursuant to the Offer To Purchase will not constitute a breach of
your agreements contained in the Standstill Agreement between us dated August
28, 1996.
Very truly yours,
MOUNTASIA ENTERTAINMENT
INTERNATIONAL
By: ______________________________
Duly Authorized
Accepted and agreed to:
MEI HOLDINGS, L.P.
By: _________________________
Duly Authorized
