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EXHIBIT 10.5
REVOLVING NOTE
U.S. $5,000,000 August 31, 1995
FOR VALUE RECEIVED, the undersigned, Stuart Entertainment, Inc., a
Delaware corporation (the "Borrower"), promises to pay to the order of The
Chase Manhattan Bank (National Association) (the "Lender") on December 13, 1999
the principal sum of Five Million Dollars (U.S. $5,000,000) 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, 1089350 Ontario Inc. (n/k/a
Bingo Press & Specialty Limited), 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 the United States of America in same day or immediately available funds to
the account designated by the U.S. Agent pursuant to the Credit Agreement.
This Note, together with that certain Revolving Note of even date
herewith (the "BAI Revolving Note") in the principal amount of U.S. $5,000,000
issued by Borrower to Bank of America Illinois ("BAI"), replaces in its
entirety that certain Revolving Note dated December 13, 1994 (the "Original
Revolving Note") in the principal amount of U.S. $10,000,000 issued by
Borrower to BAI. This Note and the BAI Revolving Note do not constitute a
repayment or novation of the Indebtedness of Borrower under the Original Term
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.
STUART ENTERTAINMENT, INC.
By
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Title:
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Grid
Portion of
Principal
Balance Maintained
------------------ Applicable
Offshore
Amount of Outstanding Base Offshore Rate Notation
Amount of Principal Principal Rate Rate Interest Made
Date Term Loan Payment Balance Loan Loan Period By
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