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FIFTH AMENDMENT TO CREDIT AGREEMENT
This Fifth Amendment to Credit Agreement, dated as of May 13,
1996 (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:
1. Definitions. Capitalized terms used and not
otherwise defined herein shall have the meanings given to such terms in the
Credit Agreement.
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) The definition of "Borrowing Base" in Section 1.01 of
the Credit Agreement is amended to replace the date "February 28, 1996" with
the date "May 31, 1996".
(b) The last sentence of Section 2.07(c) of the Credit
Agreement is amended and restated as follows:
If, at any time after May 31, 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 on or
before June 30, 1996, the Companies shall repay such excess in full by
making consecutive equal monthly installments each in the amount of
one-seventh of such excess, commencing on June 30, 1996 and
continuing on the last day of each calendar month thereafter until the
earlier of
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December 31, 1996 or the date the Companies are in compliance with the
Borrowing Base.
(c) Section 2.18 of the Credit Agreement is amended to
replace the date "February 28, 1996" with the date "May 31, 1996."
(d) Section 6.01(f) of the Credit Agreement is amended to
replace the date "February 28, 1996" with the date "May 31, 1996."
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 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) Reaffirmation of Guaranty. U.S. Agent and Canadian
Agent shall have each received an originally executed joint and several
reaffirmation of guaranty from MLGAL Partners, Limited Partnership, a
Connecticut limited partnership ("Morgan"), and Leonard A. Stuart ("Stuart").
4. Fees and Expenses
(a) Audit Fees. The U.S. Company and Canadian Company
reaffirm their obligation 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.
(b) 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.
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
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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 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.
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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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Its Its
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BANK OF AMERICA NATIONAL TRUST BANK OF AMERICA CANADA, as
AND SAVINGS ASSOCIATION, as U.S. Canadian Agent
Agent
By By
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Its Its
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BANK OF AMERICA ILLINOIS, as a U.S. BANK OF AMERICA CANADA, as a
Lender Canadian Lender
By By
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Its Its
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THE CHASE MANHATTAN BANK THE CHASE MANHATTAN BANK OF
(NATIONAL ASSOCIATION), as a U.S. CANADA, as a Canadian Lender
Lender
By By
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Its Its
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