EXHIBIT (u)(1)
NATIONAL ADVERTISING PRODUCTION 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, 1995. 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 National
Advertising Production 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 pay the costs associated with the
production of advertisements for the benefit of Lender ("Production
Costs"). 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.
11. Prior Agreements. This Agreement amends, supersedes, and
replaces all previous agreements related to National Advertising
Production.
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:_________________________
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Chairman and Chief Executive Officer
INTERNATIONAL ASSOCIATION OF SHOWBIZ
PIZZA TIME RESTAURANTS, INC.
By:______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President