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EXHIBIT 10.11
REVOLVING NOTE
Cdn. $6,937,500 August 31, 1995
FOR VALUE RECEIVED, the undersigned, Bingo Press & Specialty Limited
(f/k/a 1089350 Ontario Inc.), an Ontario corporation (the "Borrower"), promises
to pay to the order of Bank of America Canada (the "Lender") on December 13,
1999 the principal sum of Six Million Nine Hundred Thirty-Seven Thousand Five
Hundred Canadian Dollars (Cdn. $6,937,500) or, if different, the aggregate
unpaid principal amount of all Revolving Loans made by the Lender pursuant to
that certain Credit Agreement, dated as of December 13, 1994 (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, Stuart Entertainment, Inc., the
various financial institutions (including the Lender) as are, or may from time
to time become, parties thereto, Bank of America National Trust and Savings
Association, as agent as provided therein, and Bank of America Canada, as agent
as provided therein, regardless of whether such principal amount is shown on
the schedule attached hereto (or any continuation thereof).
The Borrower also promises to pay interest on the unpaid principal
amount hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity and/or judgment,
until paid, at the rates per annum and on the dates specified in the Credit
Agreement.
Payments of both principal and interest are to be made in lawful money
of Canada in same day or immediately available funds to the account designated
by the Canadian Agent pursuant to the Credit Agreement.
This Note, together with that certain Revolving Note of even date
herewith (the "Chase Revolving Note") in the principal amount of Cdn.
$6,937,500 issued by Borrower to The Chase Manhattan Bank of Canada, replaces
in its entirety that certain Revolving Note dated December 13, 1994 (the
"Original Revolving Note") in the principal amount of Cdn. $13,875,000 issued
by Borrower to Lender. This Note and the Chase Revolving Note do not
constitute a repayment or novation of the Indebtedness of Borrower under the
Original Revolving Note.
This Note is one of the Revolving Notes referred to in, and evidences
Indebtedness incurred under, the Credit Agreement, to which reference is made
for a statement of the terms and conditions on which the Borrower is permitted
and required to make prepayments and repayments of principal of the
Indebtedness evidenced by this Note and on which such Indebtedness may be
declared to be immediately due and payable. Unless otherwise defined, terms
used herein have the meanings provided in the Credit Agreement.
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ALL PARTIES HERETO, WHETHER AS MAKERS, ENDORSERS, OR OTHERWISE,
SEVERALLY WAIVE PRESENTMENT FOR PAYMENT, DEMAND, PROTEST AND NOTICE OF
DISHONOR.
THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
ILLINOIS.
BINGO PRESS & SPECIALTY LIMITED
By
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Title:
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Grid
Portion of
Principal
Balance Maintained
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Applicable BA
Amount of Outstanding BA Base Rate
Amount of Principal Principal Rate Rate Interest Notation
Date Term Loan Payment Balance Loan Loan Period Made
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