EXHIBIT (s)(2)
MODIFICATION AND WAIVER
TO
NOTE PURCHASE AGREEMENT
This Modification and Waiver is entered into as of the 24th day
of October, 1995, by and between ShowBiz Pizza Time, Inc., a Kansas
corporation (the "Company"), and Neue Bank AG ("Neue").
RECITALS:
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(1) The Company and Neue 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 Neue.
(2) 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.
(3) The Company and Neue 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:
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1. WAIVER. The Company and Neue 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 Neue 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 Neue;
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.
NEUE BANK AG
By:____________________________
Its: ____________________________
"Neue"
SHOWBIZ PIZZA TIME, INC.
By:____________________________
Its: ____________________________
"Company"
