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
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 warrant