1 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. 2 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 ------------------------------------ Title: -------------------------------- 2 3 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 - ---- --------- ------- ------- ---- ---- ------ -- 3