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EXHIBIT T
FIRST
AMENDMENT
TO
SENIOR CREDIT AGREEMENT
FIRST AMENDMENT, dated as of February 18, 1997 (this "Amendment") to
the Senior Credit Agreement dated as of December 20, 1996 (the "Credit
Agreement"), by and among Skyline Multimedia Entertainment, Inc., a New York
corporation (the "Company"), New York Skyline, Inc., a New York corporation
("NYSI"), Skyline Virtual Reality, Inc., a Delaware corporation ("SVRI"),
Skyline Chicago, Inc., a Delaware corporation ("SCI"), Skyline Magic, Inc., a
Delaware corporation ("SMI"), Skyline Las Vegas, Inc., a Delaware corporation
("SLVI") (the Company, NYSI, SVRI, SCI, SMI and SLVI, together, the
"Borrowers"), Prospect Street NYC Discovery Fund, L.P., a Delaware limited
partnership ("Prospect"), and Bank of New York, as Trustee for the Employees
Retirement Plan of the Brooklyn Union Gas Company ("Bug").
WHEREAS, capitalized terms not otherwise defined herein have the
respective meanings set forth in the Credit Agreement;
WHEREAS, each of the Borrowers, Prospect and Bug desire to amend (i)
Annex 2.1 of the Credit Agreement in order to increase the Additional Loan
Commitment of Bug from $500,000 to $1,000,000 and (ii) Footnote 5 of the Form of
Warrant in order to provide that the Warrant issuable with respect to the
Additional Loan in the principal amount of $500,000 made by Bug to the Borrowers
on the date hereof will be immediately exercisable;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Amendment to Annex 2.1 of the Credit Agreement. Annex 2.1 of the
Credit Agreement is hereby amended by deleting "$500,000" in the column entitled
"Additional Loan Commitment" and inserting in lieu thereof "$1,000,000".
2. Amendment to Footnote 5 of the Form of Warrant. Footnote 5 of the
Form of Warrant attached as Exhibit F to the Credit Agreement is hereby amended
by deleting the text of Footnote 5 in its entirety and inserting the following
in lieu thereof:
"The Warrant to be issued to Bug (the "February Bug Warrant") on
February 18, 1997 with respect to 48,780 Warrant Shares (subject to
adjustment as provided in such Warrant) will be exercisable
immediately upon issuance. All Warrants other
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than the February Bug Warrant shall be exercisable as follows:
(i) the first 200,000 Warrant Shares will be exercisable
immediately upon issuance; (ii) the next 100,000 Warrant
Shares will be exercisable beginning one year from the Closing
Date; and (iii) the next 100,000 Warrant Shares will be
exercisable beginning two years from the Closing Date, in each
case pro rata among the Lenders participating in each
Borrowing pursuant to which such Warrants are issued and
subject to appropriate adjustment for stock splits, stock
dividends, recapitalizations, reorganizations and similar
events which occur on or after execution of the Credit
Agreement."
3. Effectiveness of Amendment. Pursuant to Section 9.9 of the Credit
Agreement, this Amendment shall become effective upon the execution and delivery
of this Agreement by the Required Lenders (which shall include Bug) and each
Borrower.
4. Effect on Credit Agreement. The Credit Agreement shall continue in
full force and effect as amended by this Amendment. From and after the date
hereof, all references to the Credit Agreement shall be deemed to mean the
Credit Agreement as amended by this Amendment.
5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE
OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
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IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the duly authorized officer of each party hereto as of the date
first above written.
SKYLINE MULTIMEDIA ENTERTAINMENT, INC.
By:_____________________________________
Name: Xxxxxx Xxxxxx
Title: President and CEO
NEW YORK SKYLINE, INC.
By:_____________________________________
Name:
Title:
SKYLINE VIRTUAL REALITY, INC.
By:_____________________________________
Name:
Title:
SKYLINE CHICAGO, INC.
By:_____________________________________
Name:
Title:
SKYLINE MAGIC, INC.
By:_____________________________________
Name:
Title:
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SKYLINE LAS VEGAS, INC.
By:_____________________________________________
Name:
Title:
PROSPECT STREET NYC DISCOVERY FUND, L.P.
By: Prospect Street Discovery Fund, Inc., its
General Partner
By:____________________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President
BANK OF NEW YORK, as Trustee for the
Employees Retirement Plan of the
Brooklyn Union Gas Company
By:____________________________________
Name:
Title:
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