EXHIBIT(t)(1)
ENTERTAINMENT OPERATING FUND LINE OF CREDIT
By this Agreement, dated as of ______________, 1994, SHOWBIZ
PIZZA TIME, INC. ("Lender") and INTERNATIONAL ASSOCIATION OF
SHOWBIZ PIZZA TIME RESTAURANTS, INC., ("Borrower") hereby agree as
follows:
1. Revolving Commitment. Subject to the terms and conditions in
this Agreement, Lender agrees to loan to Borrower from time to time
amounts not to exceed Seven Hundred and Fifty Thousand Dollars
($750,000.00) in the aggregate outstanding at any one time. No new
advance shall be made under this Agreement after December 31, 1996.
Subject to the foregoing limitations, Borrower may borrow, repay,
prepay and reborrow amounts under this Agreement.
2. Note. Borrower's obligation to repay amounts borrowed under
this Agreement is further evidenced by an Entertainment Operating
Fund Promissory Note (the "Note") dated the same date as this
Agreement. Payment of principal and interest, and accrual of
interest, on amounts borrowed under this Agreement shall be as
provided in the Note.
3. Use of Proceeds. Borrower shall use amounts borrowed under
this Agreement only to purchase goods and services for the
production of showtapes and other entertainment-related items
(collectively, the "Project"). Upon Lender's reasonable request,
Borrower shall provide copies of invoices and other documents which
evidence Borrower's compliance with this Section 3.
4. Records and Reports. Upon Lender's reasonable request,
Borrower shall provide reports and copies of invoices, canceled
checks and other business records pertaining to the Project, this
Agreement or the Note.
5. Condition to Loans. The obligation of Lender to make loans
under this Agreement is subject to the satisfaction of each of the
following conditions:
(a) No default under this Agreement, and no event which would
constitute a default but for the giving of notice or the
passage of time thereafter, shall have occurred and be
continuing on the date of such loan;
(b) The representations and warranties of Borrower set forth
in this Agreement shall be true as of the date of such loan;
(c) Lender shall have received any documents or information
previously requested from Borrower pursuant to this Agreement;
and
(d) No material adverse change, in Lender's sole
determination, has occurred in the businesses of the ShowBiz
Pizza Time restaurants or in the financial condition of
Borrower.
6. Representation and Warranties: Borrower represents and
warrants that: (a) Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of the State
of Texas; (b) the execution, delivery and performance of this
Agreement and the Note have been duly authorized by all necessary
corporation action; and (c) this Agreement and the Note constitute
the valid and binding obligations of Borrower enforceable in
accordance with their terms.
7. Default. Borrower shall be in default under this Agreement if
one or more of the following events shall have occurred and be
continuing:
(a) The failure by Borrower to make any payment of principal
or interest on the Note within ten (10) days after the same
becomes due and payable;
(b) The failure by Borrower to perform any of its
obligations, except the payment of principal and interest,
arising under the Note, this Agreement or any other agreement
between Borrower and Lender within five (5) days after written
notice of such failure; or
(c) The filing by or against the Borrower of a voluntary or
involuntary proceeding seeking liquidation, reorganization or
other relief with respect to Borrower or its debts under any
bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official for Borrower
or any substantial part of its property and, in the case of
any involuntary proceeding not consented to by Borrower, such
proceeding is not dismissed within sixty (60) days.
8. Remedies. If Borrower is in default under this Agreement: (a)
the outstanding principal and accrued interest under the Note shall
mature and become automatically due and payable, without notice or
demand; (b) Lender may terminate its commitment to make loans under
this Agreement; and (c) Lender may exercise any other remedies
permitted by law or equity.
9. Notices. Any notice under this Agreement shall be effective
upon actual receipt or upon delivery to the United States Postal
Service, with first class postage, addressed as follows (or to such
other address subsequently provided by the party hereto):
To Lender:
ShowBiz Pizza Time, Inc.
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▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
To Borrower:
International Association of ShowBiz
Pizza Time Restaurants, Inc.
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▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
10. Miscellaneous.
(a) No failure or delay by Lender in exercising any right,
power or privilege under this Agreement or the Note shall
operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any further exercise thereof or the
exercise of any other right, power or privilege.
(b) The captions used in this Agreement are for convenience
only and shall not be deemed to amplify, modify or limit the
provisions hereof.
(c) Words of any gender used in the Agreement shall be
construed to include any other gender, and words in the
singular shall include the plural and vice versa, unless the
context otherwise requires.
(d) This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns.
(e) This Agreement, together with the Note, contains the
entire agreement of the parties hereto with respect to the
subject matter hereof and can be altered, amended or modified
only by written instrument executed by both parties.
(f) This Agreement may be executed in multiple copies, each
of which shall be deemed an original, and all of such copies
shall together constitute one and the same instrument.
(g) Time is of the essence in the performance of each
obligation, covenant and condition under this Agreement.
(h) This Agreement shall be governed by the laws of the State
of Texas.
IN WITNESS HEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date
first appearing above.
SHOWBIZ PIZZA TIME, INC.
By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman and Chief Executive Officer
INTERNATIONAL ASSOCIATION OF SHOWBIZ
PIZZA TIME RESTAURANTS, INC.
By:____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President