Exhibit 10.15
AMENDMENT NO. 1. TO PLEDGE AGREEMENT
THIS AMENDMENT NO. 1 TO PLEDGE AGREEMENT ("Amendment") dated as of December
13, 1996 between CLEARVIEW CINEMA GROUP, INC., a Delaware corporation,
("Pledgor") and THE PROVIDENT BANK, Agent ("Secured Party") amends a Pledge
Agreement dated as of May 29, 1996 between Pledgor and Secured Party.
This Amendment has been executed and delivered by Pledgor to Secured Party
as agent for the benefit of and on behalf of various lenders pursuant to the
terms of a certain Credit Agreement dated as of May 29, 1996 by and among
Pledgor and subsidiaries of Pledgor, as Borrowers (the "Borrowers"), The
Provident Bank, as "Agent," and the lenders listed on Schedule 1 thereto
(collectively the "Lenders"), as amended by the Joinder Agreement dated as of
July 18, 1996, as further amended by the Joinder Agreement and First Amendment
to Credit Agreement, dated as of December 13, 1996, as the same may be amended,
modified or supplemented from time to time (collectively, the "Credit
Agreement"). Pledgor will benefit from the Loans made to Borrowers under the
Credit Agreement. To induce the Lenders to enter into the Credit Agreement and
to induce the Lenders to make the Loans thereunder, Pledgor has agreed to grant
to Secured Party a security interest in the Pledged Stock. All capitalized terms
set forth above are hereinafter defined.
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 Pledge Agreement (such meanings to be equally
applicable to both the singular and the plural forms of the term defined) unless
otherwise defined herein.
2. Schedule 1. Schedule 1 of the Pledge Agreement is hereby amended to read
in its entirety by Schedule 1 attached hereto and made a part hereof.
3. Pledge and Grant of Security Interests. Pledgor hereby pledges, assigns,
hypothecates and transfers to Secured Party, its successors and assigns, all
Pledged Stock and hereby grants to and creates in favor of Secured Party first
priority liens and security interests in the Pledged Stock, as collateral
security for (i) the due and punctual payment when due (whether at maturity by
acceleration or otherwise) in full of all amounts due under the Loans; (ii) the
due and punctual performance and observance by Pledgor and the other Borrowers
of their respective agreements, obligations, liabilities and duties under this
Pledge Agreement, the Credit Agreement and all other documents executed in
connection with the Loans (the "Loan Documents"); and (iii) all costs incurred
by Secured Party to obtain, perfect, preserve and enforce the liens and security
interests granted by this Pledge Agreement, to collect the Obligations Secured
Hereby (as hereinafter defined) and to maintain and preserve the Pledged Stock,
with such costs including but not limited to expenditures made by Secured Party
for reasonable attorneys' fees and other legal expenses and expenses of
collection, possession and sale of the Pledged Stock, together with interest on
all
such costs at the Default Interest Rate (as defined in the Loan Documents) (the
foregoing subsections (i), (ii) and (iii) are collectively referred to herein as
the "Obligations Secured Hereby").
4. Miscellaneous. a. All of the terms, conditions and provisions of the
Pledge Agreement not herein modified shall remain in full force and effect. In
the event a term, condition or provision of the Pledge 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
Pledge Agreement to be duly executed and delivered as of the day and year first
above written.
WITNESSES: PLEDGOR:
CLEARVIEW CINEMA GROUP, INC.
_____________________________ By: _______________________________
Name:_______________________________
_____________________________ Its: _______________________________
SECURED PARTY
THE PROVIDENT BANK, AGENT
_____________________________ By: _______________________________
Name:_______________________________
_____________________________ Its: _______________________________
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SCHEDULE TO PLEDGE AGREEMENT
IN EACH CASE BELOW 100% OF THE SHARES ARE OWNED OF RECORD BY CLEARVIEW CINEMA
GROUP, INC.
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ISSUER CERTIFICATE NO. NO. OF SHARES PERCENTAGE TOTAL OUTSTANDING
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CCC Grand Avenue Cinema Corp. 1 100 100% 100
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CCC Port Washington Cinema Corp. 1 100 100% 100
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CCC Herricks Cinema Corp. 1 100 100% 100
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CCC Madison Triple Cinema Corp. 3 196 100% 196
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CCC Manasquan Cinema Corp. 2 10 100% 10
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Clearview Theatre Group, Inc. 2 1,000 100% 1000
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CCC Xxxxxxx Twin Cinema Corp. 4 19.6 100% 19.6
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000-000 Xxxxxxxxxxx Xxxxxx Corp. 1 100 100% 100
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CCC Xxxxxxx Cinema Corp. 1 100 100% 100
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CCC Xxxxxxx Cinema Corp. 1 100 100% 100
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CCC New City Cinema Corp. 1 100 100% 100
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CCC Washington Cinema Corp. 1 100 100% 100
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CCC Kisco Cinema Corp. 1 100 100% 100
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CCC Bedford Cinema Corp. 1 100 100% 100
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