Sample Business Contracts

Entertainment Operating 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 Two Hundred Thousand and no/100 Dollars
($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 Entertainment Operating
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
development of entertainment software, showtapes and other entertainment
research and development (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)  Lender shall have received any document or
          information previously requested from 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
                    Irvine, 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

               (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

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

               (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.


          Name: _____________________________
          Title: ____________________________


          By:  _____________________________________
               Michael A. Hilton