Exhibit 10.28
AMENDMENT NO. 1 TO WARRANT AGREEMENT
THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT ("Amendment") dated as of
December 13, 1996 between CLEARVIEW CINEMA GROUP, INC., a Delaware corporation,
("Issuer") and THE PROVIDENT BANK, Agent ("Initial Holder") amends a Warrant
Agreement dated as of May 29, 1996 between Issuer and Initial Holder.
NOW, THEREFORE, in consideration of the Lenders extending the Loans to
Borrower, the parties hereby agree as follows:
1. Defined Terms. All capitalized terms used in this Amendment shall have
the meanings given to them in the Warrant Agreement (such meanings to be equally
applicable to both the singular and the plural forms of the term defined) unless
otherwise defined herein.
2. Initial Warrants. The second sentence of the second "WHEREAS" clause of
the Warrant Agreement is hereby amended to in its entirety to read as follows:
"The Holder is entitled to receive on May 29, 1996 two warrants to purchase
73 shares of the Common Stock in the aggregate and on the date hereof one
warrant to purchase 84 shares of the Common Stock in the aggregate (the
"Initial Warrants") (said Initial Warrants issued by the Company to the
Initial Holder, its successors and assigns including any Holder (as defined
below), pursuant hereto or pursuant to any of said warrants, whether upon
transfer, exchange or replacement thereof or otherwise, being hereinafter
referred to collectively as the "Warrants", and each individually as a
"Warrant");"
3. Warrant Purchase. Section 2.1 (a) of the Warrant Agreement is hereby
amended to in its entirety to read as follows:
"(a) On May 29, 1996, the Company issued to the Initial Holder the two
Warrants in the forms attached hereto as Exhibit A, evidencing the Initial
Holder's right to purchase seventy-three (73) shares of Common Stock (in
the aggregate) at the Exercise Price (as defined in the Warrant) and on
December 13, 1996 the Company issued to the Initial Holder additional
Initial Warrants in the forms attached hereto as Exhibit A, evidencing the
Initial Holder's right to purchase an additional eighty-four (84) shares of
Common Stock at the Exercise Price."
4. Miscellaneous. a. All of the terms, conditions and provisions of the
Warrant Agreement not herein modified shall remain in full force and effect. In
the event a term, condition or provision of the Warrant Agreement conflicts with
a term, condition or provision of this Amendment, the latter shall govern.
b. This Amendment shall be governed by and shall be construed and
interpreted in accordance with the laws of the State of Ohio.
c. This Amendment shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, successors and assigns.
d. This Amendment may be executed in several counterparts, each of
which
shall constitute an original, but all which together shall constitute one and
the same agreement.
[Remainder of page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to
Warrant Agreement to be duly executed and delivered as of the day and year first
above written.
WITNESSES: ISSUER:
CLEARVIEW CINEMA GROUP, INC.
___________________________ By: ____________________________
___________________________ Name:____________________________
Its: ____________________________
INITIAL HOLDER:
THE PROVIDENT BANK, AGENT
___________________________ By: ____________________________
___________________________ Name:____________________________
Its: ____________________________
[Exhibits are not included herewith, but will be provided by the
Company upon request.]
