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EXHIBIT 10.21
FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to Amended and Restated Credit Agreement,
dated as of March 24, 1997 (the "Agreement") is among Stuart Entertainment,
Inc., a Delaware corporation (the "U.S. Company"), Bingo Press & Specialty
Limited, an Ontario corporation (the "Canadian Company"), Bank of America
National Trust and Savings Association, as U.S. Agent, Bank of America Canada,
as Canadian Agent, Bank of America Illinois, as a Lender, Bank of America
Canada, as a Lender, The Chase Manhattan Bank, as Co-Agent and a Lender and The
Chase Manhattan Bank of Canada, as Co-Agent and a Lender.
WITNESSETH
WHEREAS, the U.S. Company, the Canadian Company, the U.S. Agent,
the U.S. Lenders, the Canadian Agent, the Canadian Lenders and the Co-Agents
are parties to that certain Amended and Restated Credit Agreement dated as of
November 13, 1996 (the "Credit Agreement") and to certain other documents
executed in connection with the Credit Agreement;
WHEREAS, the parties have agreed to amend the Credit Agreement as
provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS. Capitalized terms used and not otherwise
defined herein shall have the meanings given to such terms in the Credit
Agreement.
2. AMENDMENTS TO THE CREDIT AGREEMENT.
(a) The definition of "EBITDA" in Section 1.01 of the Credit
Agreement is amended and restated as follows:
"EBITDA" means, for any period, the sum of Company EBITDA
and Seller EBITDA, plus to the extent such charges are included
in the determination of EBITDA (i) the non-cash cost, on a pre-
tax basis, of writing up to the inventory acquired from Seller up
to Two Million Six Hundred Thousand U.S. Dollars (U.S.$2,600,000)
in the first six months after the Closing Date, (ii) severance
costs booked between the Closing Date and December 31, 1996 up to
Five Hundred Thousand U.S. Dollars (U.S.$500,000) and (iii)
additional restructuring charges booked between the Closing Date
and December 31, 1996 up to Two Million Seven Hundred Eighty
Thousand [DOLLARS] $2,780,000).
(b) The last sentence of Section 2.01(b) of the Credit
Agreement is hereby amended and restated as follows:
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The Revolving Loans to the Canadian Company will be made in
Canadian Dollars, the Letters of Credit for the account of the
Canadian Company will be issued in Canadian Dollars or U.S.
Dollars, and the Revolving Loans to the U.S. Company will be
made, and the Letters of Credit for the account of the U.S.
Company will be issued, in U.S. Dollars.
(c) Section 6.01(g) of the Credit Agreement is amended and
restated as follows:
(g) As soon as available, but not later than 60 days
after the end of each fiscal year of the U.S. Company, a copy of
the projections and annual business plan of the U.S. Company and
its Subsidiaries on a consolidated basis for the forthcoming
fiscal year, on a month by month basis; provided, that a copy of
the projections and annual business plan for the fiscal year
ending December 31, 1997 shall be delivered on or before March
31, 1997.
3. Agreement. Notwithstanding anything contained in the
Credit Agreement to the contrary, no Lender shall be obligated to make any Loan
or participate in any Letter of Credit (other than Letters of Credit in the
aggregate amount of Seven Hundred Fifty Thousand U.S. Dollars (U.S.$750,000)
issued subject to the terms and conditions of the Credit Agreement and in the
Ordinary Course of Business) unless and until (a) all conditions precedent to
such Loan or Letter of Credit set forth in the Credit Agreement have been
satisfied in full, (b) the Borrowing Base shall have been redetermined by
Lenders based on (i) the results of the collateral audit described in Section
6.15 of the Credit Agreement and (ii) the actual and projected financial
performance of the Companies and their Subsidiaries, and (c) Agents shall have
received a Compliance Certificate of a Responsible Officer of the U.S. Company
for the fiscal quarter ending March 31, 1997.
4. Miscellaneous.
(a) Captions. Section captions used in this Agreement are for
convenience only, and shall not affect the construction of this Agreement.
(b) Governing Law. This Agreement shall be a contract made
under and governed by the laws of the State of Illinois, without regard to
conflict of laws principles. Whenever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under such law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
(c) Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart
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shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Agreement.
(d) Successors and Assigns. This Agreement shall be binding
upon the Companies, Agents and Lenders and their respective successors and
assigns, and shall inure to the sole benefit of the Companies, Agents and
Lenders and the successors and assigns of the Companies, Agents and Lenders.
(e) References. Any reference to the Credit Agreement
contained in any notice, request, certificate, or other document executed
concurrently with or after the execution and delivery of this Agreement shall
be deemed to include this Agreement unless the context shall otherwise require.
(f) Continued Effectiveness. Notwithstanding anything
contained herein, the terms of this Agreement are not intended to and do to
serve to effect a novation as to the Credit Agreement. the parties hereby
expressly do not intend to extinguish the Credit Agreement. Instead, it is the
express intention of the parties hereto to reaffirm the indebtedness created
under the Credit Agreement and secured by the Collateral. The Credit Agreement
is amended hereby and each of the Loan Documents remain in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
STUART ENTERTAINMENT, INC. BINGO PRESS & SPECIALTY LIMITED
By By
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Its Its
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BANK OF AMERICA NATIONAL TRUST BANK OF AMERICA CANADA, as
AND SAVINGS ASSOCIATION, as U.S. Agent Canadian Agent
By
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Its By
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Its
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BANK OF AMERICA ILLINOIS, as a U.S. Lender BANK OF AMERICA CANADA, as a Canadian Lender
By By
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Its Its
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THE CHASE MANHATTAN BANK, as a Co-Agent and THE CHASE MANHATTAN BANK OF CANADA, as a Co-Agent
U.S. Lender and Canadian Lender
By By
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Its Its
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