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EXHIBIT 10.2
THIRD AMENDMENT TO CREDIT AGREEMENT
This Third Amendment to Credit Agreement, dated as of August 31, 1995
(the "Agreement") is among Stuart Entertainment, Inc., a Delaware corporation
(the "U.S. Company"), Bingo Press & Specialty Limited (formerly known as
1089350 Ontario Inc.), an Ontario corporation (the "Canadian Company"), Bank of
America National Trust and Savings Association, as U.S. Agent, Bank of America
Illinois, as a U.S. Lender, The Chase Manhattan Bank (National Association), as
a U.S. Lender, Bank of America Canada, as Canadian Agent and a Canadian Lender,
and The Chase Manhattan Bank of Canada, as a Canadian Lender.
W I T N E S S E T H:
WHEREAS, the U.S. Company, the Canadian Company, the U.S. Agent, the
U.S. Lenders, the Canadian Agent and the Canadian Lenders are parties to that
certain Credit Agreement dated as of December 13, 1994 (as amended, the "Credit
Agreement") and to certain other documents executed in connection with the
Credit Agreement;
WHEREAS, in connection with the assignment by BAI to The Chase
Manhattan Bank (National Association) ("U.S. Chase") of 50% of its Revolving
Commitment and Term Commitment and the assignment by BofA (Canada) to The Chase
Manhattan Bank of Canada ("Canadian Chase") of 50% of its Revolving Commitment
and Term Commitment, the Companies, the Agents and the Lenders have agreed to
the amendments 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. AMENDMENT TO THE CREDIT AGREEMENT. The definition of
"Commitment Percentage" set forth in Section 1.01 of the Credit Agreement is
amended and restated in its entirety as follows:
"Commitment Percentage" means, (i) as to any U.S. Lender, the
percentage equivalent of the sum of such Lender's Revolving Commitment
and Term Commitment to the U.S. Company, divided by the aggregate
amount of Revolving Commitments and Term Commitments to the U.S.
Company, and (ii) with respect to any Canadian Lender, the percentage
equivalent of the sum of such Lender's Revolving Commitment and Term
Commitment to the Canadian Company (with the Commitments of a Canadian
Lender expressed is U.S. Dollars at the Closing Date Exchange Rate),
divided by the aggregate amount of Revolving Commitments and Term
Commitments to the Canadian Company (with the aggregate amount of such
Commitments expressed in U.S. Dollars at the Closing Date Exchange
Rate).
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3. CO-AGENTS. The Companies, the Agents and the Lenders agree
that each of U.S. Chase and Canadian Chase are appointed as "co-agents" under
the Credit Agreement. Neither U.S. Chase nor Canadian Chase, as a co-agent,
shall have any right, power, obligation, liability, responsibility or duty
under the Credit Agreement or any other Loan Document other than those
applicable to all Lenders. Each Lender acknowledges that it has not relied,
and will not rely, on any of the Lenders so identified as co-agents in taking
or not taking action under the Credit Agreement.
4. NO WAIVER OF PAST DEFAULTS. Nothing contained herein shall be
deemed to constitute a waiver of any Event of Default that may heretofore or
hereafter occur or have occurred and be continuing, or to modify any provision
of the Credit Agreement except as expressly provided herein.
5. REPRESENTATIONS AND WARRANTIES. To induce Lenders to enter
into this Agreement, each Company represents and warrants to Lenders that the
execution, delivery and performance by such Company of this Agreement are
within its corporate powers, have been duly authorized by all necessary
corporate action (including, without limitation, shareholder approval), have
received all necessary governmental approval (if any shall be required), and do
not and will not contravene or conflict with any provision of law applicable to
such Company, the Organization Documents of such Company, or any order,
judgment or decree of any court or other agency of government or any
Contractual Obligation binding upon such Company; and the Credit Agreement as
amended as of the date hereof is the legal, valid and binding obligation of
such Company enforceable against such Company in accordance with its terms.
6. 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 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
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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 not 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.
(g) Costs, Expenses and Taxes. Each Company affirms and
acknowledges that Section 10.04 of the Credit Agreement applies to
this Agreement and the transactions and agreements and documents
contemplated hereunder.
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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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Title: Title:
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BANK OF AMERICA NATIONAL BANK OF AMERICA CANADA, as Canadian Agent
TRUST AND SAVINGS
ASSOCIATION, as U.S. Agent
By By
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Title: Title:
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BANK OF AMERICA ILLINOIS, as a BANK OF AMERICA CANADA, as Canadian
U.S. Lender Lender
By By
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Title: Title:
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THE CHASE MANHATTAN BANK THE CHASE MANHATTAN BANK OF
(NATIONAL ASSOCIATION), as a CANADA, as a Canadian Lender
U.S. Lender
By By
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Title: Title:
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