1
EXHIBIT 10.22
FOURTH AMENDMENT TO CREDIT AGREEMENT
This Fourth Amendment to Credit Agreement, dated as of December 18,
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, the U.S. Company and the Canadian Company have requested
certain amendments to the Credit Agreement, and the Agents and Lenders have
agreed to such amendments as provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. DEFINITIONS. Capitalized terms used and not otherwise
defined herein shall have the meanings given to such terms in the Credit
Agreement.
Section 2. AMENDMENTS TO THE CREDIT AGREEMENT. Subject to the
satisfaction of the conditions precedent set forth in Section 3 below, the
Credit Agreement is hereby amended as follows:
(a) A new defined term "Aggregate Additional Amount" is
added to Section 1.01 of the Credit Agreement as follows:
"Aggregate Additional Amount" means the sum of the
Canadian Additional Amount (with the Canadian Additional
Amount expressed in U.S. Dollars at the Closing Date Exchange
Rate) and the U.S. Additional Amount; provided that the
Aggregate Additional Amount shall be permanently reduced to
U.S. $0 as of December 31, 1996.
(b) The definition of "Aggregate Revolving Commitment"
set forth in Section 1.01 of the Credit Agreement is amended and
restated in its entirety as follows:
"Aggregate Revolving Commitment" means the combined
Revolving Commitments of the Lenders (with the amounts of the
Commitments of the
1
2
Canadian Lenders expressed in U.S. Dollars at the Closing Date
Exchange Rate), which equals the sum of the amount of Twenty
Million U.S. Dollars (U.S. $20,000,000) plus the Aggregate
Additional Amount, as such sum may be reduced from time to
time pursuant to this Agreement.
(c) A new defined term "Borrowing Base" is added to
Section 1.01 of the Credit Agreement as follows:
"Borrowing Base" means the amount calculated for the
Companies, with all Canadian Dollar values expressed in U.S.
Dollars at the Closing Date Exchange Rate, based upon a
formula set forth in a letter delivered by Agents and Lenders
on or before February 28, 1996 as more fully described in
Section 2.18, less such reserves as Agents and Lenders may
create from time to time in their reasonable judgment. Until
the Borrowing Base is established, the Borrowing Base shall be
deemed to equal the Aggregate Revolving Commitment of the
Lenders.
(d) A new defined term "Borrowing Base Certificate" is
added to Section 1.01 of the Credit Agreement as follows:
"Borrowing Base Certificate" means a certificate duly
completed and executed by an authorized officer of each
Company, in form and substance acceptable to Agents and
Lenders.
(e) A new defined term "Canadian Additional Amount" is
added to Section 1.01 of the Credit Agreement as follows:
"Canadian Additional Amount" means the Canadian
Dollar equivalent of One Million U.S. Dollars (U.S.
$1,000,000) (with such Canadian Dollar equivalent calculated
using the Closing Date Exchange Rate) plus any additional
amount designated by the Canadian Company in writing to the
Agents as a Canadian Additional Amount in accordance with
Section 2.17, provided that the Canadian Additional Amount
shall be permanently reduced to U.S. $0 as of December 31,
1996.
(f) The defined term "Leverage Reserve" set forth in
Section 1.01 is hereby deleted.
(g) A new defined term "Loan Parties" is added to Section
1.01 of the Credit Agreement as follows:
"Loan Parties" means, collectively, Morgan, Stuart
and each Significant Subsidiary, and the term "Loan Party"
shall refer to any one of them; provided,
2
3
that neither Morgan nor Stuart shall be deemed to be a Loan
Party at such time that the Morgan and Stuart Guaranty has
been terminated.
(h) A new defined term "Morgan" is added to Section 1.01
of the Credit Agreement as follows:
"Morgan" means MLGAL Partners, Limited Partnership, a
Connecticut limited partnership.
(i) A new defined term "Morgan and Stuart Guaranty" is
added to Section 1.01 of the Credit Agreement as follows:
"Morgan and Stuart Guaranty" means that certain
Guaranty dated December 18, 1995 made jointly and severally by
Morgan and Stuart in favor of Agents and Lenders.
(j) A new defined term "Non-Use Fee Revolving Commitment
Amount" is added to Section 1.01 of the Credit Agreement as follows:
"Non-Use Fee Revolving Commitment Amount" means the
amount by which Twenty-Five Million U.S. Dollars (U.S.
$25,000,000) exceeds the Aggregate Revolving Commitment;
provided that the Non-Use Fee Revolving Commitment Amount
shall be permanently reduced to U.S. $0 as of December 31,
1996.
(k) The definition of "Revolving Commitment" set forth in
Section 1.01 of the Credit Agreement is amended and restated in its
entirety as follows:
"Revolving Commitment" means, (i) with respect to a
U.S. Lender, the amount set forth as such Lender's Revolving
Commitment in that certain Assignment and Assumption Agreement
dated August 31, 1995 between Bank of America Illinois and The
Chase Manhattan Bank, National Association, plus such Lender's
Commitment Percentage of the U.S. Additional Amount, as such
amounts may be reduced pursuant to Section 2.05 or as a result
of additional assignments pursuant to Section 10.08, and (ii)
with respect to a Canadian Lender, the amount set forth as
such Lender's Revolving Commitment in that certain Assignment
and Assumption Agreement dated August 31, 1995 between Bank of
America Canada and The Chase Manhattan Bank of Canada, plus
such Lender's Commitment Percentage of the Canadian Additional
Amount, as such amounts may be reduced pursuant to Section
2.05 or as a result of additional assignments pursuant to
Section 10.08.
(l) A new defined term "U.S. Additional Amount" is added
to Section 1.01 of the Credit Agreement as follows:
3
4
"U.S. Additional Amount" means Two Million U.S.
Dollars (U.S. $2,000,000) plus any additional amount
designated by the U.S. Company in writing to the Agents as a
U.S. Additional Amount in accordance with Section 2.17,
provided that the U.S. Additional Amount shall be permanently
reduced to U.S. $0 as of December 31, 1996.
(m) Section 2.01(b) is amended and restated in its
entirety as follows:
(b) The Revolving Credit. Subject to the terms
and conditions hereafter set forth, Loans (each such Loan, a
"Revolving Loan") will be made to each Company by each of its
Applicable Lenders and Letters of Credit will be issued to
each Company by its Applicable Issuer (in which Letters of
Credit each of such Company's Applicable Lenders will
participate pursuant to Section 2.15) from time to time on any
Business Day during the period from the Closing Date to the
Revolving Termination Date, in an aggregate amount of such
Loans and participations not to exceed at any time outstanding
such Applicable Lender's Revolving Commitment; provided,
however, that, after giving effect to any Borrowing of
Revolving Loans or issuance of any Letters of Credit, the
aggregate principal amount of all outstanding Revolving Loans
and the aggregate undrawn face amount of all Letters of Credit
(with the amounts of the Revolving Loans to the Canadian
Company and Letters of Credit issued for the account of the
Canadian Company expressed in U.S. Dollars at the Closing Date
Exchange Rate) shall not exceed the lesser of (i) the
Borrowing Base and (ii) Aggregate Revolving Commitment. Each
Company may borrow under this subsection 2.01(b), prepay
pursuant to Section 2.06 and reborrow pursuant to this
subsection 2.01(b), within the limits of the Revolving
Commitments of such Company's Applicable Lenders and subject
to the other terms and conditions hereof. The obligations of
each Lender under this subsection 2.01(b) are several and not
joint and the failure of any Lender to fulfill its obligations
hereunder shall not result in any liability to any other
Lenders. The Revolving Loans to the Canadian Company will be
made, and the Letters of Credit for the account of the
Canadian Company will be issued, in Canadian Dollars, and the
Revolving Loans to the U.S. Company will be made, and the
Letters of Credit for the account of the U.S. Company will be
issued, in U.S. Dollars.
(n) Section 2.07(c) of the Credit Agreement is amended
and restated as follows:
(c) Revolving Loans in Excess of the Aggregate
Revolving Commitment or Borrowing Base. If at any time, the
aggregate principal amount of all outstanding Revolving Loans
and the aggregate undrawn face amount of all Letters of Credit
(with the amounts of the Revolving Loans to the Canadian
Company and Letters of Credit issued for the account of the
Canadian Company expressed in U.S. Dollars at the Closing Date
Exchange Rate) exceeds the
4
5
Aggregate Revolving Commitment, the U.S. Company shall, within
20 days after written notice from the U.S. Agent, make a
prepayment of the Revolving Loans owing by the U.S. Company in
an aggregate amount equal to such excess, unless doing such
20-day period such excess is otherwise reduced to zero. If,
at any time after February 28, 1996, the aggregate principal
amount of all outstanding Revolving Loans and the aggregate
undrawn face amount of all Letters of Credit (with the amounts
of the Revolving Loans to the Canadian Company and Letters of
Credit issued for the account of the Canadian Company
expressed in U.S. Dollars at the Closing Date Exchange Rate)
exceeds the Borrowing Base, the Companies shall immediately
repay such excess; provided, that if such excess exists before
April 30, 1996, the Companies shall repay such excess in full
by making consecutive equal monthly installments each in the
amount of one-ninth of such excess, commencing on April 30,
1996 and continuing on the last day of each calendar month
thereafter until the earlier of December 31, 1996 or the date
the Companies are in compliance with the Borrowing Base.
(o) Section 2.10(b) is amended and restated in its
entirety as follows:
(b) Non-Use Fees. The Canadian Company shall pay
to the Canadian Agent for the account of each of its Canadian
Lenders a non-use fee on the average daily unused portion of
such Lender's Revolving Commitment, computed on a quarterly
basis in arrears on the last Business Day of each calendar
quarter based upon the daily utilization for that quarter as
calculated by the Canadian Agent, equal to the Applicable
Margin for Non-Use Fees then in effect. The U.S. Company
shall pay to the U.S. Agent for the account of each of its
U.S. Lenders a non-use fee on the average daily unused portion
of the sum of (i) such Lender's Revolving Commitment, plus
(ii) an amount equal to the Non-Use Fee Revolving Commitment
Amount multiplied by such Lender's Commitment Percentage,
computed on a quarterly basis in arrears on the last Business
Day of each calendar quarter based upon the daily utilization
for that quarter as calculated by the U.S. Agent, equal to the
Applicable Margin for Non-Use Fees then in effect. Such
non-use fees shall accrue from the Closing Date to the
Revolving Termination Date and shall be due and payable
quarterly in arrears on the last Business Day of each calendar
quarter commencing on March 31, 1995 through the Revolving
Termination Date, with the final payment to be made on the
Revolving Termination Date; provided, that, in connection with
any termination of Commitments pursuant to Section 2.05, the
accrued non-use fee calculated for the period ending on such
date shall also be paid on the date of such termination.
(p) A new Section 2.17 is added to the Loan Agreement as
follows:
Section 2.17. Additional Amounts. At any time after
the Borrowing Base has been established, upon five (5)
Business Days' prior written notice to the
5
6
Agents, the U.S. Company may elect to increase the U.S.
Additional Amount and the Canadian Company may elect to
increase the Canadian Additional Amount in increments of One
Million U.S. Dollars (U.S. $1,000,000), provided that (i) no
Event of Default then exists, (ii) the Aggregate Additional
Amount shall not exceed Five Million U.S. Dollars (U.S.
$5,000,000) at any time, and (iii) the "Maximum Amount" (as
defined in the Morgan and Stuart Guaranty) shall equal or
exceed the Aggregate Additional Amount at all times. Prior to
the effectiveness of such increase, each Company shall execute
such Revolving Notes, amendments to mortgages and other
documents as its Applicable Agent and Lenders deem necessary.
(q) A new Section 2.18 is added to the Loan Agreement as
follows:
Section 2.18. Borrowing Base. On or before February
28, 1996, Agents and Lenders shall deliver to Companies a
letter that sets forth the Borrowing Base for the Companies
determined with respect to the accounts receivable and
inventory of the Companies, against which Revolving Loans and
Letters of Credit issued for the account of the Companies will
be predicated. In connection therewith, the Agents and
Lenders will reasonably determine the eligibility criteria and
advance rates pertaining to such borrowing base. Without
limiting Agents' and Lenders' reasonable discretion to
establish such borrowing base, (i) contra accounts, disputed
accounts, accounts past invoice and/or due date by a certain
number of days to be determined by Agents and Lenders,
affiliated accounts, non-creditworthy accounts, accounts
exceeding a cross-age percentage to be determined by Agents
and Lenders and accounts not subject to an enforceable first
priority Lien in favor of Agents shall not be eligible, (ii)
obsolete inventory, slow-moving inventory, consignment
inventory, unsaleable inventory and inventory not subject to
an enforceable first priority Lien in favor of Agents shall
not be eligible, (iii) the advance rate with respect to
accounts of a Company shall take into account such Company's
dilution experience and the general creditworthiness of its
account debtors and (iv) the advance rate with respect to the
inventory of a Company shall take into account the turnover of
such inventory and the liquidation value of such inventory.
Agents may, in their discretion, create reserves against the
availability under the Borrowing Base as they deem necessary
in their reasonable judgment. The Companies shall execute
such documents, if any, as Agents deem necessary to
incorporate the Borrowing Base into this Agreement and the
other Loan Documents at such time as such Borrowing Base is
finally determined by Agents and Lenders.
(r) A new subsection (f) is added to Section 6.01 of the
Credit Agreement as follows:
(f) As soon as available, but in any event no
later than 30 days after the end of each month commencing with
the month ending February 28, 1996,
6
7
a Borrowing Base Certificate calculating the Borrowing Base as
of the last day of such month.
(s) Section 8.01(e) of the Credit Agreement is amended
and restated as follows:
(e) Cross-Default. A Company or any Loan Party (i) fails
to make any payment in respect of any Indebtedness or Contingent
Obligation having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all
creditors under any combined or syndicated credit arrangement) of more
than One Million Canadian Dollars (Cdn $1,000,000) in the case of the
Canadian Company or any Loan Party (other than Morgan or Stuart), or
One Million U.S. Dollars (U.S. $1,000,000) in the case of the U.S.
Company or any Loan Party (other than Morgan, Stuart or the U.S.
Company's Subsidiaries organized under the laws of Canada or any
province thereof), or Two Million U.S. Dollars (U.S. $2,000,000) in
the case of Morgan or Stuart when due (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise) and such
failure continues after the applicable grace or notice period, if any,
specified in the document relating thereto on the date of such
failure; or (ii) fails to perform or observe any other condition or
covenant, or any other event shall occur or condition exist, under any
agreement or instrument relating to any such Indebtedness or
Contingent Obligation, and such failure continues after the applicable
grace or notice period, if any, specified in the document relating
thereto on the date of such failure if the effect of such failure,
event or condition is to cause, or to permit the holder or holders of
such Indebtedness or beneficiary or beneficiaries of such Indebtedness
(or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause such Indebtedness to be
declared to be due and payable prior to its stated maturity, or such
Contingent Obligation to become payable or cash collateral in respect
thereof to be demanded; or
(t) Section 8.01(f) of the Credit Agreement is amended
and restated as follows:
(f) Insolvency Voluntary Proceedings. A Company
or any Loan Party (i) generally fails to pay its debts as they
become due, subject to applicable grace periods, if any,
whether at stated maturity or otherwise; (ii) voluntarily
ceases to conduct its business in the ordinary course; (iii)
commences any Insolvency Proceeding with respect to itself; or
(iv) takes any action to effectuate or authorize any of the
foregoing; or
(u) Section 8.01(g) of the Credit Agreement is amended
and restated as follows:
(g) Involuntary Proceedings. (i) Any involuntary
Insolvency Proceeding is commenced or filed against a Company
or any Loan Party, or any
7
8
writ, judgment, warrant of attachment, execution or similar
process, is issued or levied against a substantial part of a
Company's or any Loan Party's Property, and any such
proceeding or petition shall not be dismissed, or such writ,
judgment, warrant of attachment, execution or similar process
shall not be released, vacated or fully bonded within 60 days
after commencement, filing or levy; (ii) a Company or any Loan
Party admits the material allegations of a petition against it
in any Insolvency Proceeding, or an order for relief (or
similar order under non-U.S. law) is ordered in any Insolvency
Proceeding; or (iii) a Company or any Loan Party acquiesces in
the appointment of a receiver, trustee, custodian,
conservator, liquidator, mortgagee in possession (or agent
therefor), or other similar Person for itself or a substantial
portion of its Property or business;
(v) Section 8.01(h) of the Credit Agreement is amended
and restated as follows:
(h) Monetary Judgments. One or more judgments,
non-interlocutory orders, decrees or arbitration awards shall
be entered against a Company or any Loan Party involving in
the aggregate a liability (not covered by independent third
party insurance) as to any single or related series of
transactions, incidents or conditions, of One Million Canadian
Dollars (Cdn $1,000,000) or more in the case of the Canadian
Company or any Loan Party (other than Morgan or Stuart), or
One Million U.S. Dollars (U.S. $1,000,000) or more in the case
of the U.S. Company or any Loan Party (other than Morgan,
Stuart or the U.S. Company's Subsidiaries organized under the
laws of Canada or any province thereof) or Two Million U.S.
Dollars (U.S. $2,000,000) in the case of Morgan or Stuart, and
the same shall remain unsatisfied, unvacated and unstayed
pending appeal for a period of 30 days after the entry
thereof; or
(w) Section 8.01(i) of the Credit Agreement is amended
and restated as follows:
(i) Non-Monetary Judgments. Any non-monetary
judgment, order or decree shall be rendered against a Company
or any Loan Party which does or could reasonably be expected
to have a Material Adverse Effect, and there shall be any
period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect; or
(x) A new Section 8.01(n) is added to the Credit
Agreement as follows:
(n) Morgan or Stuart Defaults. If either Morgan
or Stuart shall fail in any respect to perform or observe any
term, covenant or agreement in the Morgan and Stuart Guaranty;
or the Morgan and Stuart Guaranty shall for any
8
9
reason be partially (including with respect to future
advances) or wholly revoked or invalidated, or otherwise cease
to be in full force and effect except in accordance with its
terms, or either Morgan or Stuart shall contest in any manner
the validity or enforceability thereof;
Section 3. CONDITIONS TO EFFECTIVENESS. This Agreement,
including the amendments and other terms set forth herein, shall become
effective as of the date of this Agreement upon the payment of the fees and
expenses set forth in Section 4 below which are due and payable on the date of
this Amendment and the satisfaction of all of the following conditions
precedent, all of which must be satisfactory to each Agent and Lender in each
of their sole discretion:
(a) Revolving Notes. Each Lender shall have received the
originally executed Revolving Note payable to such Lender which
reflects the increased Revolving Commitment, if any, to such Lender.
(b) Guaranty. U.S. Agent and Canadian Agent shall have
each received an originally executed joint and several guaranty from
MLGAL Partners, Limited Partnership, a Connecticut limited partnership
("Morgan"), and Leonard A. Stuart ("Stuart").
(c) Amendment to Mortgage. U.S. Agent shall have
received a First Amendment to Leasehold Mortgage pertaining to 3319
Nebraska Avenue, Council Bluffs, Iowa, a First Amendment to Junior
Mortgage pertaining to Council Bluffs, Iowa, a Second Amendment to
Leasehold Mortgage pertaining to 3215 Nebraska Avenue, Council Bluffs,
Iowa and a First Amendment to Leasehold Deed of Trust and Assignment
of Rents pertaining to Littleton, Colorado.
(d) Opinions of Counsel. U.S. Agent shall have received
the Opinion of counsel to Morgan and the Opinion of counsel to Stuart.
(e) Resolutions. U.S. Agent shall have received the
resolutions of the board of directors, or the authorization of the
partnership, as applicable, of each of Morgan, U.S. Company and
Canadian Company as to the documents entered into by each company.
(f) Financial Statements. U.S. Agent shall have received
the (i) audited December 31, 1994 financial statements of Morgan, and
(ii) financial statements of Stuart, certified as true and accurate by
Stuart.
Section 4. FEES AND EXPENSES; DATE DOWN ENDORSEMENTS.
(a) Amendment Fee. The U.S. Company and Canadian Company
shall pay to U.S. Agent, for the account of U.S. Lenders, an amendment
fee of Ninety Thousand U.S. Dollars (U.S. $90,000), which fee shall be
fully earned and payable as of the date
9
10
hereof. The U.S. Company and Canadian Company also shall pay to U.S.
Agent, for the account of U.S. Lenders, an amendment fee, which shall
be fully earned and payable on each date on which there is an increase
in the Aggregate Additional Amount, equal to three percent (3.0%) of
the amount of such increase.
(b) Audit Fees. The U.S. Company and Canadian Company
agree to pay U.S. Agent for all audit fees incurred by U S. Agent in
connection with the establishment of a borrowing base as contemplated
by Section 2.17 of the Credit Agreement.
(c) 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.
(d) Date Down Endorsements. Within 60 days following the
date hereof, the U.S. Company shall cause to be delivered to the U.S.
Agent date down title endorsements, in form and substance satisfactory
to the U.S. Agent, with respect to the amendments described in Section
3(c) above.
Section 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.
Section 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
10
11
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 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.
11
12
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
------------------------------------------------ ----------------------------------------------------------
Title: Title:
--------------------------------------------- -------------------------------------------------------
BANK OF AMERICA NATIONAL TRUST BANK OF AMERICA CANADA, as
AND SAVINGS ASSOCIATION, as U.S. Canadian Agent
Agent
By By
------------------------------------------------ ----------------------------------------------------------
Title: Title:
--------------------------------------------- -------------------------------------------------------
BANK OF AMERICA ILLINOIS, as a U.S. BANK OF AMERICA CANADA, as a
Lender Canadian Lender
By By
------------------------------------------------ -----------------------------------------------------------
Title: Title:
--------------------------------------------- --------------------------------------------------------
THE CHASE MANHATTAN BANK, THE CHASE MANHATTAN BANK OF
NATIONAL ASSOCIATION, as a U.S. CANADA, as a Canadian Lender
Lender
By By
------------------------------------------------ ----------------------------------------------------------
Title: Title:
--------------------------------------------- -------------------------------------------------------
12