EXHIBIT 10 (r)(2)
MODIFICATION AND WAIVER
TO
NOTE PURCHASE AGREEMENT
This Modification and Waiver is entered into as of the 12th day of
October, 1995, by and between ShowBiz Pizza Time, Inc., a Kansas
corporation (the "Company"), and BFC Bank (Cayman) Ltd. ("BFC").
RECITALS:
(23) The Company and BFC have entered into a Note Purchase Agreement,
dated as of October 10, 1995 (the "Note Purchase Agreement"), for the
purchase of $2,500,000 of the Company's Floating Rate Series C Notes by
BFC.
(24) The Note Purchase Agreement contemplates the execution of Other
Agreements, the purchase of other Notes, and the simultaneous closing of
the Other Agreements and purchase of such other Notes.
(25) The Company and BFC desire to close the transactions contemplated
by the Note Purchase Agreement regardless of whether any Other Purchaser
executes the Other Agreements or purchases any Notes.
AGREEMENTS:
1. WAIVER. The Company and BFC each hereby waive any and all
requirements, explicit or implicit, that (i) the Other Agreements be
executed, and (ii) the Other Purchasers purchase the Notes listed on
Schedule A.
2. FULL PERFORMANCE. Except with respect to the Other Agreements and
the Other Purchasers, the Company and BFC each hereby agree to perform
each covenant and requirement to be performed by such party to the other
party under the Note Purchase Agreement under the same terms and
conditions as if the Other Purchasers had executed the Other Agreements
and purchased such other Notes, whether or not such Other Purchasers
execute the Other Agreements or purchase such other Notes.
3. SALE OF OTHER NOTES. Nothing in this Modification and Waiver or the
Note Purchase Agreement shall prevent or require the Company to sell any
Notes to any person or entity other than BFC; provided, however, that if
the Company sells any other Notes, it will only sell such other Notes
upon terms and conditions substantially similar as those contained in
the Note Purchase Agreement, except the initial LIBOR Rate may be
different and continue to be different until the next Reset Date after
the issuance and sale of such Notes; provided further that the aggregate
principal amount of the Notes issued and sold by the Company under the
Note Purchase Agreement and the Other Agreements shall not exceed U.S.
$5,000,000.
4. DEFINED TERMS. Unless the context indicates otherwise, all
capitalized terms used herein without definition shall have the meaning
ascribed thereto in the Note Purchase Agreement.
5. COUNTERPARTS. This Modification and Waiver may be executed in any
number of counterparts, each of which shall be an original but all of
which together shall constitute one instrument. Each counterpart may
consist of a number of copies hereof, each signed by less than all, but
together signed by all, of the parties hereto.
6. NO OTHER MODIFICATIONS. This Modification and Waiver has been
entered into solely for purposes of modifying the terms and conditions
of the Note Purchase Agreement with respect to executing and performing
the Other Agreements and the sale of the Notes thereunder, and not
amending or modifying any other provision of the Note Purchase Agreement
in any respect. Except as expressly provided herein, the Note Purchase
Agreement is not amended or modified and no provision have been waived
in any respect, and it remains in full force and effect in accordance
with its terms. All of the terms and provisions of the Note Purchase
Agreement and all the terms and provisions incorporated therein are
hereby incorporated herein by this reference.
EXECUTED as of the date first written above.
BFC BANK (CAYMAN) LTD.
By:____________________________
Its:____________________________
"BFC"
SHOWBIZ PIZZA TIME, INC.
By:______________________________
Its: ______________________________
"Company"
