Exhibit 10.03
CLEARVIEW CINEMA GROUP, INC.
FIRST AMENDMENT TO
INVESTMENT AND STOCKHOLDERS AGREEMENT
This First Amendment to Investment and Stockholders Agreement is made as of
May ___, 1996, among CLEARVIEW CINEMA GROUP, Inc., a Delaware corporation (the
"Company"), A. ▇▇▇▇ ▇▇▇▇ ("▇▇▇▇"), ▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Marks"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
("Rush") and CMNY CAPITAL II, L.P., a Delaware limited partnership (the
"Investor").
The Company, Mayo, Marks and the Investor are all parties to the Investment
and Stockholders Agreement dated as of December 21, 1994 (the "Agreement").
Pursuant to an Agreement, dated as of June 20, 1995, Rush agreed to be bound by
the terms and provisions of the Agreement.
The parties hereto have entered into a Stockholders and Registration Rights
Agreement, dated the date hereof among the parties hereto and the other parties
thereto, which Stockholders and Registration Rights Agreement provides, among
other things, for certain rights and obligations of the parties regarding shares
of capital stock held by them, and according desire to amend the Agreement as
set forth herein.
The parties, intending to be bound hereby, agree as following:
1. Amendment of Section 6.
(a) Section 6.1 is hereby amended to add subsection (vii) as follows:
(vii) enter into any agreement with any Lender which shall prohibit
the repayment of interest or principal of monies borrowed from the
Investor or any of its Affiliates; provided, however, that this
Section shall not apply to the Credit Agreement dated as of May __,
1996 among the Company and its Subsidiaries and The Provident Bank,
but shall apply to any amendment to such Agreement which provides for
the extension of the time for final payment of any loan provided
thereunder.
(b) Section 6.2 is hereby deleted in its entirety.
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2. Amendment of Article 9. Article 9 of the Agreement is hereby deleted in
its entirety.
3. Amendment of Article 10. Article 10 of the Agreement is hereby deleted
in its entirety.
4. Effect of Amendment. Except as expressly amended hereby, the Agreement
shall continue in full force and effect in accordance with the provisions
thereof on the date hereof.
5. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Investment and Stockholders Agreement to be duly executed as of the date first
above written.
CLEARVIEW CINEMA GROUP, INC.
By: ________________________
A. ▇▇▇▇ ▇▇▇▇
President
CMNY CAPITAL II, L.P.
By: ________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
General Partner
____________________________
A. ▇▇▇▇ ▇▇▇▇
_____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
_____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
