Sample Business Contracts

National Advertising Fund Line of Credit - ShowBiz Pizza Time Inc. and International Association of ShowBiz Pizza Time Restaurants Inc.

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     By this Agreement, dated as of December 22, 1997, SHOWBIZ
SHOWBIZ PIZZA TIME RESTAURANTS, 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 Eight Hundred Thousand and
no/100 Dollars ($800,000.00) in the aggregate outstanding at any
one time.  No new advance shall be made under this Agreement after
December 31, 1998.  Subject to the foregoing limitations, Borrower
may borrow, repay, prepay and reborrow amounts under this

     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:

                   ShowBiz Pizza Time, Inc.
                   4441 West Airport Freeway
                   Irving, Texas 75062
                   Attention: Counsel

              To Borrower:

                   International Association of ShowBiz Pizza Time
                     Restaurants, 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.

                                  SHOWBIZ PIZZA TIME, INC.

                                  By:  -------------------------
                                       Richard M. Frank
                                       Chairman and Chief
                                       Executive Officer

                                  INTERNATIONAL ASSOCIATION OF           
                                  SHOWBIZ PIZZA TIME RESTAURANTS, INC.

                                  By:  ----------------------------
                                       Michael A. Hilton