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Exhibit Y
SECOND
AMENDMENT
TO
SENIOR CREDIT AGREEMENT
SECOND AMENDMENT, dated as of March 21, 1997 (this "Amendment") to the
Senior Credit Agreement dated as of December 20, 1996 (as amended by the First
Amendment to the Senior Credit Agreement dated as of February 18, 1997, 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"), Bank of New York, as Trustee for the Employees
Retirement Plan of the Brooklyn Union Gas Company ("Bug") and Prospect Street
NYC Co-Investment Fund, L.P., a Delaware limited partnership ("Prospect II").
WHEREAS, capitalized terms not otherwise defined herein have the
respective meanings set forth in the Credit Agreement;
WHEREAS, each of the Borrowers, Prospect, Bug, Prospect II and Bank of
New York, as Trustee for Brooklyn Union Gas Company Non-Bargaining Health VEBA
("VEBA") desire (i) that Section 9.3 of the Credit Agreement be amended to
provide for more than one New Additional Lender; (ii) that Section 9.7 of the
Credit Agreement be amended to provide that the parties agree that the fair
market value of the Warrants to be issued under the Credit Agreement is $1.00
for each Warrant Share issuable thereunder; (iii) that Section 9.9 of the Credit
Agreement be amended to provide that an opinion of counsel to the Borrowers in
connection with amendments, modifications, terminations or waivers under the
Credit Agreement is only necessary if requested by the Required Lenders; and
(iv) that Footnote 5 to the Form of Warrant attached as Exhibit F to the Credit
Agreement be amended to provide that the Warrant issuable to VEBA on the date
hereof shall 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 Section 9.3 of the Credit Agreement. Section 9.3 of the
Credit Agreement is hereby deleted in its entirety and the following is inserted
in lieu thereof:
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"9.3 New Additional Lenders. Upon the consent of the
Required Lenders and Prospect, one or more additional Persons
(each a "New Additional Lender") shall be made a party to this
Agreement by executing a counterpart of this Agreement. Each
New Additional Lender shall have the respective Additional
Loan Commitment as shall be set forth on the counterpart of
this Agreement executed by such New Additional Lender. In the
event that any New Additional Lender is made a party to this
Agreement, the terms "Additional Lender" and "Lender" herein
shall be deemed to refer to such New Additional Lender."
2. Amendment to Section 9.7 of the Credit Agreement. Section 9.7 of the
Credit Agreement is hereby deleted in its entirety and the following is inserted
in lieu thereof:
"9.7 Consideration for Warrants. The Lenders and the
Borrowers acknowledge and agree that, for all purposes
(including tax and accounting), the consideration paid for the
Warrants to be issued hereunder is $1.00 for each Warrant
Share (as defined in the Warrants) issuable thereunder
(subject to adjustment for stock splits, stock dividends,
recapitalization, reorganizations and similar events which
occur on or after the Closing Date). Each Lender and each
Borrower shall file their respective Tax Returns in a manner
which is consistent with such valuation and shall not take any
contrary position with any taxing authority."
3. Amendment to Section 9.9 of the Credit Agreement. Section 9.9 of the
Credit Agreement is hereby amended by inserting the phrase ", if the Required
Lenders so Request," immediately after the phrase "Required Lenders and each
Borrower and" and immediately before the phrase "an opinion of counsel of the
Borrowers to the effect" in the fourth line of Section 9.9 of the Credit
Agreement.
4. 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) and the
Warrant to be issued to VEBA (the "March VEBA Warrant") on
March 21, 1997 with respect to 48,780 Warrant Shares (subject
to adjustment as provided in such Warrant) will each be
exercisable immediately upon issuance. All Warrants other than
the February Bug Warrant and the March VEBA Warrant shall be
exercisable as follows: (i) the first 200,000 Warrant
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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) all remaining 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."
5. 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 each Lender and each Borrower.
6. 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.
7. 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.
8. 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:
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Name:
Title:
NEW YORK SKYLINE, INC.
By:
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Name:
Title:
SKYLINE VIRTUAL REALITY, INC.
By:
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Name:
Title:
SKYLINE CHICAGO, INC.
By:
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Name:
Title:
SKYLINE MAGIC, INC.
By:
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Name:
Title:
[Signature Page to Second Amendment to Senior Credit Agreement]
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SKYLINE LAS VEGAS, INC.
By:
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Name:
Title:
PROSPECT STREET NYC DISCOVERY FUND, L.P.
By: Prospect Street Discovery Fund, Inc., its General Partner
By:
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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:
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Name:
Title:
PROSPECT STREET NYC CO-INVESTMENT FUND, L.P.
By: Prospect Street Co-Investment Fund, LLC,
its General Partner
By:
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Name:
Title:
ACCEPTED AND AGREED TO:
BANK OF NEW YORK, as Trustee for Brooklyn Union Gas Company Non-Bargaining
Health VEBA
By:
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Name:
Title:
[Signature Page to Second Amendment to Senior Credit Agreement]
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