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EXHIBIT 10.12
TERM NOTE
Cdn. $6,243,750 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") the principal sum
of Six Million Two Hundred Forty-Three Thousand Seven Hundred Fifty Canadian
Dollars (Cdn. $6,243,750) or, if different, the aggregate unpaid principal
amount of all Term 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 principal amount of this
Note shall be payable in installments as set forth in the Credit Agreement,
with a final installment (in the amount necessary to pay in full this Note) due
and payable on December 13, 1999.
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 Term Note of even date herewith
(the "Chase Term Note") in the principal amount of Cdn. $6,243,750 issued by
Borrower to The Chase Manhattan Bank of Canada, replaces in its entirety that
certain Term Note dated December 13, 1994 (the "Original Term Notes") in the
principal amount of Cdn. $13,875,000 (the outstanding principal balance of
which on the date hereof is Cdn. $12,487,500) issued by Borrower to Lender.
This Note and the Chase Term Note do not constitute a repayment or novation of
the Indebtedness of Borrower under the Original Term Note.
This Note is one of the Term 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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