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EXHIBIT 10.8
TERM NOTE
U.S. $2,250,000 August 31, 1995
FOR VALUE RECEIVED, the undersigned, STUART ENTERTAINMENT, INC., a
Delaware corporation (the "Borrower"), promises to pay to the order of Bank of
America Illinois (the "Lender") the principal sum of Two Million Two Hundred
Fifty Thousand Dollars (U.S. $2,250,000) 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, 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 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 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 Term Note of even date herewith
(the "Chase Term Note") in the principal amount of U.S. $2,250,000 issued by
Borrower to The Chase Manhattan Bank (National Association), replaces in its
entirety that certain Term Note dated December 13, 1994 (the "Original Term
Note") in the principal amount of U.S. $5,000,000 (the outstanding principal
balance of which on the date hereof is U.S. $4,500,000) 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.
STUART ENTERTAINMENT, INC.
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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