NATIONAL ADVERTISING FUND LINE OF CREDIT
By this Agreement, dated as of December 16, 1996, SHOWBIZ
PIZZA TIME, INC. ("Lender") and INTERNATIONAL ASSOCIATION OF SHOWBIZ PIZZA TIME
RESTAURANTS, INC., ("Borrower") (hereinafter collectively referred to as "Parties") hereby agree as follows:
1. Revolving Commitment. Subject to the terms and conditions in this Agreement, Lender agrees to advance to
Borrower from time to time amounts not to exceed Seven Hundred Fifty Thousand and no/100 Dollars
($750,000.00) in the aggregate outstanding at any one time. No new advance shall be made under this
Agreement after December 31, 1997. 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 Fund Promissory Note, (the "Note") bearing 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 related to the production of electronic and hardcopy advertising materials (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 a proposed advance, to the Project, this
Agreement or the Note.
5. Condition to Loans. The obligation of Lender to make advances 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 hav