Entertainment Operating Fund Line of Credit - ShowBiz Pizza Time Inc. and International Association of ShowBiz Pizza Time Restaurants Inc.
ENTERTAINMENT OPERATING FUND LINE OF CREDIT
By this Agreement, dated as of December 16, 1996, SHOWBIZ
PIZZA TIME, INC. ("Lender") and INTERNATIONAL ASSOCIATION OF
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 Two Hundred Fifty Thousand
and no/100 Dollars ($250,000.00) in the aggregate outstanding at
any one time. No new advance shall be made under this Agreement
after December 31, 1997. 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
advance;
(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:
ShowBiz Pizza Time, Inc.
4441 West Airport Freeway
Irvine, 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 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.
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
President