Sample Business Contracts

National Advertising Fund Line of Credit - CEC Entertainment Inc. and International Association of CEC Entertainment Inc.

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     By this Agreement, dated as of December 31, 1999, CEC
ENTERTAINMENT, INC., ("Borrower") (hereinafter collectively
referred to as "Parties") hereby agree as follows:

     1.   Revolving Commitment.  Subject to the terms and
conditions in this Agreement, Lender agrees to advance to Borrower
from time to time amounts not to exceed One Million Two Hundred
Thousand and no/100 Dollars ($1,200,000.00) in the aggregate
outstanding at any one time.  No new advance shall be made under
this Agreement after December 31, 2000.  Subject to the foregoing
limitations, Borrower may borrow, repay, prepay and reborrow
amounts under this Agreement.

     2.   Note.  Borrower's obligation to repay amounts borrowed
under this Agreement is further evidenced by an National
Advertising Production Fund Promissory Note, (the "Note") bearing
the same date as this Agreement.  Payment of principal and
interest, and accrual of interest, on amounts borrowed under this
Agreement shall be as provided in the Note.

     3.   Use of Proceeds.  Borrower shall use amounts borrowed
under this Agreement only to purchase goods and services related to
the production of electronic and hardcopy advertising materials
(collectively, the "Project").  Upon Lender's reasonable request,
Borrower shall provide copies of invoices and other documents which
evidence Borrower's compliance with this Section 3.

     4.   Records and Reports.  Upon Lender's reasonable request,
Borrower shall provide
reports and copies of invoices, canceled checks and other business
records pertaining a proposed advance, to the Project, this
Agreement or the Note.

     5.   Condition to Loans.  The obligation of Lender to make
advances under this Agreement is subject to the satisfaction of
each of the following conditions:

               (a)  No default under this Agreement, and no event which
          would constitute a default but for the giving of
          notice or the passage of time thereafter, shall
          have occurred and be continuing on the date of such

               (b)  The representations and warranties of Borrower set
          forth in this Agreement shall be true as of the
          date of such advance;

               (c)  Borrower pursuant to this Agreement; and

               (d)  No material adverse change has occurred, in
          Lender's sole determination, in the businesses of
          Lender's restaurants or in the financial condition
          of Borrower.

     6.   Representation and Warranties.  Borrower represents and
warrants that: (a) Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of the State
of Texas; (b) the execution delivery and performance of this
Agreement and the Note have been duly authorized by all necessary
corporate action; and (c) this Agreement and the Note constitute
the valid and binding obligations of Borrower and are enforceable
in accordance with their terms.

     7.   Default.  Borrower shall be in default under this
Agreement if one or more of the
following events shall have occurred and be continuing:

               (a)  The failure by Borrower to make any payment of
          principal or interest on the Note within ten (10)
          days after the same becomes due and payable;

               (b)  The failure by Borrower to perform any of its
          obligations, except the payment of principal and
          interest, arising under the Note, this Agreement or
          any other agreement between Borrower and Lender
          with in five (5) days after written notice of such
          failure; or

               (c)  The filing by or against the Borrower of a
          voluntary or involuntary proceeding seeking
          liquidation, reorganization or other relief with
          respect to Borrower or its debts under any
          bankruptcy, insolvency or other similar law now or
          hereafter in effect or seeking the appointment of a
          trustee, receiver, liquidator, custodian or other
          similar official for Borrower or any substantial
          part of its property and, in the case of any
          involuntary proceeding not consented to by
          Borrower, such proceeding is not dismissed within
          sixty (60) days.

               8.   Remedies.  The following remedies are available to Lender
          if Borrower is in default under this Agreement: (a) the
          outstanding principal and accrued interest under the Note
          shall mature and become automatically due and payable,
          without notice or demand; (b) Lender may terminate its
          commitment to advance monies under this Agreement; and
          (c) Lender may exercise any other remedies permitted by
          law or equity.

               9.   Notices.  Any notice under this Agreement shall be
          effective upon actual receipt or upon delivery
          to the United States Postal Service, with first class postage,
          addressed as follow (or to such other address subsequently provided
          by the party hereto):

                    To Lender:

                    CEC Entertainment, Inc.
                    4441 West Airport Freeway
                    Irving, Texas 75062
                    Attention: Counsel

          To Borrower:

               International Association of CEC Entertainment, Inc.
               4441 West Airport Freeway
               Irving, Texas 75062
               Attention:  Mike Hilton

     10.  Miscellaneous.

               (a)  No failure or delay by Lender in exercising any
          right, power or privilege under this Agreement or
          the Note shall operate as a waiver thereof, nor
          shall any single or partial exercise thereof
          preclude any further exercise thereof or the
          exercise of any other right, power or privilege.

               (b)  The captions used in this Agreement are for
          convenience only and shall not be deemed to
          amplify, modify or limit the provisions hereof.

               (c)  Words of any gender used in the Agreement shall be
          construed to include any other gender, and words in
          the singular shall include the plural and vice
          versa, unless the context otherwise requires.

               (d)  This Agreement shall be binding upon and shall
          inure to the benefit of the parties hereto and
          their respective heirs, legal representatives,
          successors and assigns.

               (e)  This Agreement, together with the Note, contains
          the entire agreement of the parties hereto with
          respect to the subject matter hereof and can be
          altered, amended or modified only by written
          instrument executed by both parties.

               (f)  This Agreement may be executed in multiple copies,
          each of which shall be deemed an original, and all
          of such copies shall together constitute one and
          the same instrument.

               (g)  Time is of the essence in the performance of each
          obligation, covenant and condition under this

               (h)  This Agreement shall be governed by the laws of the
          State of Texas.

     11.  Prior Agreements.  This Agreement amends, supersedes, and
replaces all previous agreements related to the Project.

     IN WITNESS HEREOF, the parties have caused this Agreement to
be executed by their duly authorized representatives as of the date
first appearing above.


          By:   _______________________________
          Name:   _____________________________
          Title:  _____________________________


     By:  ___________________________________
          Michael A. Hilton