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EXHIBIT 10.3
ASSIGNMENT AND ASSUMPTION AGREEMENT
Date: August 31, 1995
To: Stuart Entertainment, Inc.
3211 Nebraska Avenue
Council Bluffs, Iowa 51501
Attn: President
and
Bank of America National Trust and
Savings Associations, as Agent
1455 Market Street, 12th Floor
San Francisco, California 94103
Attn: Agency Management Services #5596
Re: Assignment under the Credit Agreement referred to below
Ladies and Gentlemen:
We refer to Section 10.08 of the Credit Agreement, dated as of
December 13, 1994 (as amended or otherwise modified, the "Credit Agreement"),
among Stuart Entertainment, Inc., a Delaware corporation (the "U.S. Company"),
1089350 Ontario Inc. (n/k/a/ Bingo Press & Specialty Limited), an Ontario
corporation (the "Canadian Company"), the various financial lending
institutions from time to time parties thereto, Bank of America Canada, as
agent as provided therein (the "Canadian Agent"), and Bank of America National
Trust and Savings Association, as agent as provided therein (the "U.S. Agent").
Unless otherwise defined herein or the context otherwise requires, terms used
herein have the meanings provided in the Credit Agreement.
Bank of America Illinois (the "Assignor") hereby assigns and delegates
to The Chase Manhattan Bank (National Association) (the "Assignee") an interest
of 50% of all of the rights and obligations of Assignor under the Credit
Agreement and the other Loan Documents in respect of Assignor's Revolving
Commitment, Term Commitment, outstanding Revolving Loans, outstanding Letters
of Credit and outstanding Term Loans to the U.S. Company (such interest in such
rights and obligations are hereinafter referred to as the "Assigned Interest"),
and Assignee hereby accepts such assignment and delegation. After giving
effect to such assignment and delegation, each of the Assignee's and Assignor's
Revolving Commitment and Term Commitment (which is the outstanding principal
balance of its Term Loans) to the U.S. Company for the purposes of the Credit
Agreement will be as set forth above the signatures hereof.
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The Assignor hereby instructs the U.S. Agent to make all payments from
the Effective Date (as defined below) hereof in respect of the Assigned
Interest directly to the Assignee; provided, that Assignee shall not be
entitled to any portion of the Upfront Fee set forth in Section 2.10(a) of the
Credit Agreement or the Administrative Fee set forth in Section 2.10(c) of the
Credit Agreement. The Assignor and the Assignee agree that all interest and
fees accrued up to, but not including, the Effective Date of the assignment and
delegation being made hereby are the property of the Assignor, and not the
Assignee. The Assignee agrees that, upon receipt of any such interest or fees,
the Assignee will promptly remit the same to the Assignor.
The Assignor represents and warrants to the Assignee that (a) the
Assignor is the legal and beneficial owner of the Assigned Interest and the
Assigned Interest is free and clear of any adverse claim, (b) the Assignor has
committed to make the Revolving Loans in an aggregate principal amount not to
exceed U.S. $10,000,000 of which U.S. $__________ is outstanding as of August
28, 1995 and has made a Term Loan in an aggregate principal amount of U.S.
$5,000,000, of which U.S. $4,500,000 is currently outstanding, (c) the Assignor
has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption Agreement and any other documents
required or permitted to be executed or delivered by it in connection with this
Assignment and Assumption Agreement and to fulfill its obligations under, and
to consummate the transactions contemplated by, this Assignment and Assumption
Agreement, and no governmental authorizations or consents or other
authorizations or consents are required in connection therewith, (d) this
Assignment and Assumption Agreement constitutes the legal, valid and binding
obligation of the Assignor enforceable against the Assignor in accordance with
its terms, (e) the making and performance by the Assignor of this Assignment
and Assumption Agreement and any other documents required or permitted to be
executed or delivered by it in connection with this Assignment and Assumption
Agreement do not and will not violate any law or regulation of the jurisdiction
of its organization or any other law or regulation applicable to it and (f) the
Assignor has neither given nor received written notice of the occurrence of a
Default or an Event of Default, except as described in the Waiver and First
Amendment to Credit Agreement dated as of April 14, 1995, and the Waiver and
Second Amendment to Credit Agreement dated as of August 14, 1995.
The Assignee hereby confirms that it has received a copy of the Credit
Agreement and the exhibits related thereto, together with copies of the
documents which were required to be delivered under the Credit Agreement as a
condition to the making of the Loans thereunder. The Assignee acknowledges and
agrees that it (i) has made and will continue to make such inquiries and has
taken and will take such care on its own behalf as would have been the case had
its Commitment been granted and its Loans been made directly by such Assignee
to the U.S. Company without the intervention of the Applicable Agent of such
Company, the Assignor or any other Lender and (ii) has made and will continue
to make, independently and without reliance upon the Agents, the Assignor or
any other Lender and based on such documents and information as it has deemed
appropriate, its own credit analysis and decisions relating to the Credit
Agreement. The Assignee further acknowledges and agrees that neither the
Agents nor the Assignor has made any representations or warranties about the
creditworthiness of the Companies or any other party to the Credit Agreement or
any other Loan Document or with
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respect to the legality, validity, sufficiency or enforceability of the Credit
Agreement or any other Loan Document or the value of any security therefor.
This Assignment shall be made without recourse to the Assignor.
The Assignee represents and warrants to the U.S. Agent that, as of the
date hereof, the U.S. Company will not be obligated to pay any greater amount
under Section 3.01 of the Credit Agreement than the U.S. Company is obligated
to pay to the Assignor under such Sections.
Except as otherwise provided in the Credit Agreement, effective as of
the date of acceptance hereof by the Agent:
(a) the Assignee (i) shall be deemed automatically to
have become a party to the Credit Agreement and have all the rights
and obligations of a "Lender" under the Credit Agreement as if it were
an original signatory thereto to the extent specified in the second
paragraph hereof; and (ii) agrees to be bound by the terms and
conditions set forth in the Credit Agreement as if it were an original
signatory thereto; and
(b) the Assignor shall be released from its obligations
under the Credit Agreement to the extent specified in the second
paragraph hereof.
The payment of the processing fee referred to in clause (a)(i)(C) of
Section 10.08 of the Credit Agreement is hereby waived by the U.S. Agent.
The Assignee hereby advises each of you of the following
administrative details with respect to the assigned Loans and Commitment(s):
(A) Address for Notices:
The Chase Manhattan Bank (National Association)
999 Broad Street
Bridgeport, Connecticut 06604
Attention: A. Neil Sweeny
Telephone: (203) 368-5010
Facsimile: (203) 382-6573
(B) Payment Instructions:
The Chase Manhattan Bank (National Association)
New York, New York
ABA No. 021000021
Account No. 900-9-00019
For further credit to: Commercial OPS #520
For the Account of Stuart Entertainment, Inc.
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(C) Effective Date of Assignment: August 31, 1995
The Assignee has delivered, if appropriate, to the U.S. Agent and such
Company's Applicable Agent the forms and certificates referred to in Section
3.01(f) of the Credit Agreement.
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER,
AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF ILLINOIS.
This Assignment and Assumption 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. Please evidence your
consent to and acceptance of the proposed assignment and delegation set forth
herein by signing and returning counterparts hereof to the Assignor and the
Assignee.
Assignee's Revolving Commitment = U.S. $5,000,000
Assignee's Term Commitment (the outstanding principal
balance of its Term Loans) = U.S. $2,250,000
Assignor's Revolving Commitment = U.S. $5,000,000
Assignor's Term Commitment (the outstanding principal
balance of its Term Loans] = U.S. $2,250,000
BANK OF AMERICA ILLINOIS
By
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Title:
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THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By
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Title:
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ACCEPTED AND CONSENTED TO
this ____ day of August 1995
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS BANK ASSOCIATION, as Agent
By
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Title:
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CONSENTED TO
this day of August 1995
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STUART ENTERTAINMENT, INC.
By
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Title:
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