<PAGE>   1
                                                                   Exhibit 10.39


                         ===============================


                               SECOND AMENDMENT TO
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


                                  BY AND AMONG


                         CLEARVIEW CINEMA GROUP, ET AL.


                                       AND


                               THE PROVIDENT BANK,
                                Agent and Lender





                                   dated as of
                                February 13, 1998


                         ===============================



<PAGE>   2







                     JOINDER AGREEMENT AND SECOND AMENDMENT
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (as hereinafter
defined) ("Second Amendment") dated as of February 13, 1998, by and among
CLEARVIEW CINEMA GROUP, INC., a Delaware corporation, ("Holdings"), CLEARVIEW
THEATRE GROUP, INC., a New Jersey corporation, CCC ALLWOOD CINEMA CORP., a
Delaware corporation, CCC B.C. REALTY CORP., a Delaware corporation, CCC BAYONNE
CINEMA CORP., a Delaware corporation, CCC BEDFORD CINEMA CORP., a Delaware
corporation, CCC BELLEVUE CINEMA CORP., a Delaware corporation, CCC BERGENFIELD
CINEMA CORP., a Delaware corporation, CCC BRONXVILLE CINEMA CORP., a Delaware
corporation, CCC CEDAR GROVE CINEMA CORP., a Delaware corporation, CCC CHESTER
TWIN CINEMA CORPORATION, a New Jersey corporation, CCC CINEMA 304 CORP., a
Delaware corporation, CCC CLOSTER CINEMA CORP., a Delaware corporation, CCC
EDISON CINEMA CORP., a Delaware corporation, CCC EMERSON CINEMA CORP., a
Delaware corporation, CCC GRAND AVENUE CINEMA CORP., a Delaware corporation, CCC
HERRICKS CINEMA CORP., a Delaware corporation, CCC KIN MALL CINEMA CORP., a
Delaware corporation, CCC KISCO CINEMA CORP., a Delaware corporation, CCC
LARCHMONT CINEMA CORP., a Delaware corporation, CCC MADISON TRIPLE CINEMA CORP.,
a New Jersey corporation, CCC MAMARONECK CINEMA CORP., a Delaware corporation,
CCC MANASQUAN CINEMA CORPORATION, a New Jersey corporation, CCC MANSFIELD CINEMA
CORP., a Delaware corporation, CCC MARBORO CINEMA CORP., a Delaware corporation,
CCC MIDDLEBROOK CINEMA CORP., a Delaware corporation, CCC NEW CITY CINEMA CORP.,
a Delaware corporation, CCC PARSIPPANY CINEMA CORP., a Delaware corporation, CCC
PORT WASHINGTON CINEMA CORP., a Delaware corporation, CCC ROSLYN CINEMA CORP., a
Delaware corporation, CCC SUCCASUNNA CINEMA CORP., a Delaware corporation, CCC
SUMMIT CINEMA CORP. (formerly known as 343-349 Springfield Avenue Corp.), a New
Jersey corporation, CCC TENAFLY CINEMA CORP., a Delaware corporation, CCC
WASHINGTON CINEMA CORP., a Delaware corporation, CCC WAYNE CINEMA CORP., a
Delaware corporation, CCC WOODBRIDGE CINEMA CORP., a Delaware corporation, CCC
BABYLON CINEMA CORP., a Delaware corporation, CCC BALA CYNWYD CINEMA CORP., a
Delaware corporation, CCC CARMEL CINEMA CORP., a Delaware corporation, CCC
CLARIDGE CINEMA CORP., a Delaware corporation, CCC FRANKLIN SQUARE CINEMA CORP.,
a Delaware corporation, CCC GREAT NECK CINEMA CORP., a Delaware corporation, CCC
MANHASSET CINEMA CORP., a Delaware corporation, CCC MORRISTOWN CINEMA CORP., a
Delaware corporation, CCC NARBERTH CINEMA CORP., a Delaware corporation, CCC
SCREENING ZONE CINEMA CORP., a Delaware corporation, and MILLBURN TWIN CINEMA
CORP., formerly known as CCC CRANFORD CINEMA CORP., a Delaware corporation,
(hereinafter, together with their successors in title and assigns called
"Borrowers" and each of which is a "Borrower") and THE PROVIDENT BANK, an Ohio
banking corporation, as Agent ("Agent") for various Lenders as set forth in the
Credit Agreement.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.



<PAGE>   3

                                      -2-

                              PRELIMINARY STATEMENT

         WHEREAS, Borrowers (as originally executed or joined thereafter), Agent
and Lenders have entered into an Amended and Restated Credit Agreement dated as
of September 12, 1997 as amended by First Amendment to Amended and Restated
Credit Agreement dated as of December 12, 1997 (collectively, "Credit
Agreement"); and

         WHEREAS, Borrowers have requested that Provident make available to
Borrowers an additional Five Million Eight Hundred Thousand and 00/100 Dollars
($5,800,000.00) to finance a portion of the purchase price relative to various
Permitted Acquisitions (as defined in the Credit Agreement); and

         WHEREAS, in connection with various Permitted Acquisitions, Holdings
wishes to create and capitalize CCC Claridge Cinema Corp., a Delaware
corporation, CCC Babylon Cinema Corp., a Delaware corporation, CCC Bala Cynwyd
Cinema Corp., a Delaware corporation, CCC Carmel Cinema Corp., a Delaware
corporation, CCC Franklin Square Cinema Corp., a Delaware corporation, CCC Great
Neck Cinema Corp., a Delaware corporation, CCC Manhasset Cinema Corp., a
Delaware corporation, CCC Morristown Cinema Corp., a Delaware corporation, CCC
Narberth Cinema Corp., a Delaware corporation, CCC Screening Zone Cinema Corp.,
a Delaware corporation, Millburn Twin Cinema Corp., formerly known as CCC
Cranford Cinema Corp., a Delaware corporation, (collectively the "New
Subsidiaries" and each individually a "New Subsidiary"); and

         WHEREAS, pursuant to Section 8.1 of the Credit Agreement, each New
Subsidiary must execute and deliver a Joinder Agreement and such other documents
as Agent shall reasonably require to obligate such New Subsidiaries under the
Credit Agreement and other Loan Documents and to cause such New Subsidiaries to
grant Agent a security interest and lien in all of their respective Property;
and

         WHEREAS, Borrowers and Lenders now wish to amend the Credit Agreement
and related documents in accordance with the terms and provisions hereof.

         NOW, THEREFORE, the parties hereto agree to supplement and amend the
Credit Agreement upon such terms and conditions as follows:

         1. Capitalized Terms. All capitalized terms used herein shall have the
meanings assigned to them in the Credit Agreement unless the context hereof
requires otherwise. Any definitions as capitalized terms set forth herein shall
be deemed incorporated into the Credit Agreement as amended by this Second
Amendment.

         2. Definitions; Exhibits. (a) The following definitions contained in
Section 1.2 of the Credit Agreement are hereby amended in their entirety to read
as follows:

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.


<PAGE>   4
                                      -3-


                  "Applicable Margin" shall mean the Margin Adjustment Rate plus
         the amount set forth below, as a percentage, to be added to the Prime
         Rate, as the case may be, and used in calculating the rate of interest
         for the applicable Loan at any time (the "Base Margin"):

<TABLE>
<CAPTION>
                    ============================================================================================
                                    MARGIN RATIO                                APPLICABLE MARGIN

                                                                             Revolving Credit Loan,
                                                                          Term Loan A, Term Loan B and
                                                                                   Term Loan C
                    --------------------------------------------- ----------------------------------------------
                    --------------------------------------------- ----------------------------------------------

                    <S>                                                               <C>
                    Greater than or equal to 3.25 to 1.00                             1.50%
                    --------------------------------------------- ----------------------------------------------

                    Greater than or equal to 3.00 to 1.00                             1.25%
                    but less than 3.25 to 1.00
                    --------------------------------------------- ----------------------------------------------

                    Greater than or equal to 2.75 to 1.00                             1.00%
                    but less than 3.00 to 1.00
                    --------------------------------------------- ----------------------------------------------

                    Greater than or equal to 2.50 to 1.00                             .75%
                    but less than 2.75 to 1.00
                    --------------------------------------------- ----------------------------------------------

                    Less than 2.50 to 1.00                                            .50%

                    ============================================================================================
</TABLE>

The determination of Base Margin hereunder as of any Interest Adjustment Date
shall be based on unaudited quarterly Compliance Certificates required to be
delivered pursuant to Section 6.1(b) hereof, provided that in the event of any
discrepancy between computations based upon any compliance certificate and the
related audited financial statements furnished pursuant to Section 6.1(b), the
computation based upon the audited financial statements shall govern
(retroactive to the Interest Adjustment Date as to which such adjustment
applies). In the event of a retroactive correction of the determinations of the
Base Margin in favor of the Lenders, the amount of interest thereby overdue and
payable by the Borrowers shall be paid to the Lenders within five (5) days after
the date of such retroactive correction. In the event of a retroactive
correction of the determinations of the Base Margin in favor of the Borrowers,
the amount of interest overpaid by the Borrowers shall be applied by the Lender
as a credit against any fees, charges and interest or principal payments then
due hereunder or to become due hereunder to Lenders. No downward adjustment of
the Base Margin shall occur if, at the time such downward adjustment would
otherwise be made, there shall exist any Default or Event of Default, provided
that such downward adjustment shall be made on the first day of the first month
after the date on which any Default or Event of Default shall have been waived
or cease to exist.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.




<PAGE>   5
                                       -4-

                  "Notes" mean, collectively, the Revolving Credit Notes, the
         Term Loan A Notes, the Term Loan B Notes and the Term Loan C Notes.
         "Note" shall mean any one of the Notes, unless specifically identified.

                  "Term Notes" mean collectively, the Term Loan A Notes, the
         Term Loan B Notes and the Term Loan C Notes. "Term Note" shall mean any
         one of the Notes, unless specifically identified.

                  (b) Section 1.2 of the Credit Amendment is hereby amended to
add the following definitions to read in their entirety as follows:

                  "Margin Adjustment Rate" shall initially mean zero percent
         (0.0%); provided, however, that as of November 10, 1998, the Margin
         Adjustment Rate shall adjust to two percent (2.0%) and shall increase
         by one-half percent (0.5%) every one hundred eighty (180) days
         thereafter.

                  "Term Loan C" means the loan made pursuant to Section 2.2(d).

                  "Term Loan C Notes" mean, collectively, with respect to the
         Term Loan C, the promissory notes of Borrowers in the aggregate amount
         not to exceed the Term Loan C in or substantially in the form of
         Exhibit K-4 hereto.

                  (c) Exhibit K-4 to this Agreement is hereby added in its
entirety as Exhibit K-4 to the Credit Agreement.

         3. Schedules. (a) The following Schedules to the Credit Agreement are
amended in their entirety by the corresponding Schedules to this Second
Amendment:

           i.     Schedule 1  - Lenders
           ii.    Schedule 5.9 - Indebtedness for Borrowed Money

                  (b) The following Schedules to the Credit Agreement are
amended to add the information contained in the corresponding Schedules to this
Second Amendment:

           i.     Schedule 3.1 - Mortgaged Property and Leasehold Interests
           ii.    Schedule 5.1(a) - Jurisdictions where qualified to do business
           iii.   Schedule 5.1(b) - Capital Stock
           iv.    Schedule 5.1(c)  - Subsidiaries
           v.     Schedule 5.9 - Indebtedness for Borrowed Money
           vi.    Schedule 5.21 - UCC Filing Offices

         4.       Commitments.  Section 2.1 of the Credit Agreement is hereby
amended to read in its entirety as follows:


SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.

<PAGE>   6
                                      -5-




                  Section 2.1 Commitments. Each Lender, severally and not
         jointly, agrees, upon the terms and subject to the conditions contained
         in this Agreement, (i) to make the Revolving Credit Loans to Borrowers
         from time to time prior to the Termination Date, in a principal amount
         equal to such Lender's Participation Percentage of the aggregate
         principal amount of such Loan requested by Borrowers on each occasion;
         (ii) to make the Term Loan B upon satisfaction of the conditions
         contained in Section 4.3 of this Agreement; and Provident agrees upon
         the terms and subject to the conditions contained in this Agreement, to
         make the Term Loan C upon satisfaction of the conditions contained in
         Sections 4.3 and of this Agreement; and

         5. Making the Loans. Section 2.2 of the Credit Agreement is hereby
amended to add a new Section 2.2(d) to read in its entirety as follows:

                  Section 2.2(d) Subject to the terms and conditions of this
         Agreement and in reliance upon the representations and warranties of
         each Borrower herein set forth, Provident agrees to lend to Borrowers
         the Term Loan C in the aggregate amount of Five Million Eight Hundred
         Thousand and 00/100 Dollars ($5,800,000.00). Amounts borrowed under
         this subsection 2.2(d) and repaid or prepaid may not be reborrowed.

         6. Draws, Advances and Settlement of Payments and Advances. Section
2.3(c) of the Credit Agreement is hereby amended to read in its entirety as
follows:

                  Section 2.3(c) All advances or disbursements of the Term Loan
         B proceeds and the Term Loan C proceeds shall be effectuated at
         Borrowers' request and shall be subject to the conditions set forth in
         Section 4.3 hereof.

         7. The Notes. The first paragraph of Section 2.4 of the Credit
Agreement is hereby amended to read in its entirety as follows, the second
paragraph remains unchanged:

                  Section 2.4 The Notes. The absolute and unconditional
         obligation of Borrowers to (i) repay to each Lender its respective Pro
         Rata Share of the principal of the Revolving Credit Loan, the Term Loan
         A and the Term Loan B, and the interest thereon; and (ii) to repay to
         Provident the Term Loan C and the interest thereon, shall be evidenced
         by a separate Revolving Credit Note, Term Loan A Note, Term Loan B
         Note, as and to the extent supplemented by each Term B Note Supplement,
         and Term Loan C Note for each Lender, as applicable, in the amount of
         its respective Credit Commitment for each Loan.

         8. Repayments and Prepayments of Principal.

                  (a) Section 2.6(c) of the Credit Agreement is hereby amended
         in its entirety to read as follows:

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.




<PAGE>   7
                                      -6-



                         Section 2.6(c) Repayments on the Term Loan C.
                  Borrowers shall pay to Agent, and Borrowers hereby authorize
                  Agent to charge the respective accounts of Borrowers
                  maintained with Agent, commencing on October 1, 1998 and on
                  each Principal Payment Date thereafter, quarterly installments
                  of principal in the amount of one-twentieth (1/20th) of the
                  aggregate face amounts of the Term Loan C Notes (or such
                  lesser principal amount of the Term Loan C as shall then be
                  outstanding), plus accrued interest thereon at the Interest
                  Rate applicable to the Term Loan C; provided that in any event
                  the last installment of principal on the Term Loan C shall be
                  due and payable on the Termination Date (if not earlier
                  prepaid) and shall be in an amount sufficient to pay in full
                  the entire unpaid principal amount, plus accrued interest
                  thereon, of the Term Loan C. Borrowers shall have the right to
                  repay the principal of the Term Loan C in full or in part at
                  any time and from time to time without any penalty or premium,
                  unless such payment is made in connection with the prepayment
                  of the Term Loans under conditions described in Sections
                  2.2(a) and 2.6(l) and the termination of the Lenders'
                  Commitments hereunder.

                  (b) Section 2.6(d) of the Credit Agreement is hereby amended
         in its entirety to read as follows:

                           Section 2.6(d) Repayments on the Revolving Credit
                  Loan; Revolving Credit Loan Overadvance. (i) Borrowers shall
                  have the right to repay the principal of the Revolving Credit
                  Loan in full or in part at any time and from time to time
                  without any penalty or premium, unless such payment is made in
                  connection with the prepayment of the Term Loans under
                  conditions described in Sections 2.2(a) and 2.6(l) and the
                  termination of the Lenders' Commitments hereunder.

                                    (ii) If at any time the aggregate amount of
                  the Revolving Credit Loan outstanding to Borrowers exceeds the
                  Maximum Revolving Commitment, Borrowers shall be obligated to
                  immediately prepay the amount that exceeds the Maximum
                  Revolving Commitment.

                  (c) Section 2.6(j) of the Credit Agreement is hereby amended
         in its entirety to read as follows:

                      Section 2.6(j) Maturity. Subject to the terms and
                  conditions of this Agreement, Borrowers will be entitled to
                  reborrow all or any part of the principal of the Revolving
                  Credit Notes repaid or prepaid prior to the Termination Date.
                  The Credit Commitments shall terminate and all of the
                  indebtedness evidenced by the Revolving Credit Notes and the
                  Term Notes, shall, if not sooner paid, be in any

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.



<PAGE>   8
                                      -7-


                  event absolutely and unconditionally due and payable in full
                  by Borrower on September 12, 2002, the date of the final
                  maturity of such Notes.

                  (d) Section 2.6(k) of the Credit Agreement is hereby amended
         in its entirety to read as follows:

                      Section 2.6(k) Application of Proceeds. With respect
                  to mandatory prepayments described in paragraphs 2.6(f)
                  through 2.6(h) above, such prepayments shall first be applied
                  in the inverse order of maturity to the payment of the Loans
                  in accordance with each Lenders' Pro Rata Share.

         9. Payments and Computations.

                  (a) Section 2.7(b)(i) of the Credit Agreement is hereby
         amended in its entirety to read as follows:

                      Section 2.7(b)(i)No Default. If the Notes have not
                  been accelerated pursuant to Section 9.2(b) and if no Default
                  or Event of Default hereunder or under the Notes or any of the
                  other Loan Documents shall have occurred and be continuing at
                  the time Agent receives such funds, in the following manner:
                  (a) first, to the payment of all fees, charges, and other sums
                  (with exception of principal and interest) due and payable to
                  Agent or Lenders under the Notes, this Agreement or the other
                  Loan Documents at such time; (b) second, to the payment of all
                  of the interest which shall be due and payable on the
                  principal of the Notes at the time of such payment in
                  accordance with each Lender's Pro Rata Share; (c) third, to
                  the payment of all the principal of the Notes at the time of
                  such payment in accordance with each Lender's Pro Rata Share;
                  and (d) fourth, to Borrowers.

         10. Indemnification.

                  (a) Section 10.11 of the Credit Agreement is hereby amended in
         its entirety to read as follows:

                      Section 10.11 Indemnification. Each Lender agrees to
                  indemnify Agent (to the extent Agent is not promptly
                  reimbursed by Borrower), in an amount equal to its Pro Rata
                  Share of all Obligations from and against any and all
                  liabilities, obligations, losses, damages, penalties,
                  interests, actions, judgments and suits of any kind or nature
                  whatsoever which may be imposed on, incurred by or asserted
                  against Agent relating to or arising out of this Agreement or
                  any of the other Loan Documents or relating to any action
                  taken or omitted by such Agent under this Agreement or any of
                  the other Loan Documents, provided that no Lender shall be
                  liable for any portion of such liabilities, obligations,
                  losses, damages, penalties,

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.




<PAGE>   9

                                      -8-


                  interest, actions, judgments or suits resulting from Agent's
                  own gross negligence or willful misconduct.

         11. Conditions Precedent to Subsequent Lending under the Term Loan B
and Term Loan C.

                  (a) The first sentence of Section 4.3 of the Credit Agreement
         is hereby amended in its entirety to read as follows:

                      Section 4.3 Conditions Precedent to Subsequent
                  Lending under the Term Loan B and Term Loan C. Advances under
                  the Term Loan B and Term Loan C shall be subject to the
                  discretion of Agent, are subject to the conditions precedent
                  in Sections 4.2 hereof, and the proceeds thereof shall be used
                  solely for such purposes as Agent may from time to time
                  approve and are further subject to the satisfaction, prior
                  thereto or concurrently therewith, of each of the following
                  conditions precedent:

                  (b) Section 4.3(a) of the Credit Agreement is hereby amended
         in its entirety to read as follows:

                      (a) Disbursements under the Term Loan B and the Term
                  Loan C shall be made only in connection with a Permitted
                  Acquisition.

                  (c) Section 4.3(b) of the Credit Agreement is hereby amended
         in its entirety to read as follows:

                      (b) Disbursements under the Term Loan C shall be made
                  prior to May 14, 1998 and disbursements under the Term Loan B
                  shall be made prior to October 1, 2000.

                  (d) Section 4.3(h) of the Credit Agreement is hereby amended
         in its entirety to read as follows:

                      (h) The ratio of Consolidated Senior Indebtedness for
                  Borrowed Money outstanding after such proposed funding to
                  Consolidated EBITDA, determined on a proforma basis taking
                  into account such transaction using historical proforma
                  adjustments acceptable to Agent, shall not exceed 4.5 to 1.

                  (e) Section 4.3(i) of the Credit Agreement is hereby amended
         in its entirety to read as follows:

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.




<PAGE>   10
                                      -9-


                           Section 4.3(i) Each Borrower has executed and
                  delivered to Agent a Term B Note Supplement, or a Term Loan C
                  Note , as the case may be, and such Loan Documents as Agent
                  requires pursuant to the Permitted Acquisition.

         12.      Debt to EBITDA. Section 7.4 of the Credit Agreement is hereby
amended in its entirety to read as follows:

                  Section 7.4 Debt to EBITDA. As of the last day of each fiscal
         quarter of Holdings, the ratio of Consolidated Indebtedness for
         Borrowed Money outstanding as of such date to Consolidated EBITDA for
         the twelve (12) months ending on each Computation Date shall not exceed
         5.0 to 1.0.

         13.      Senior Debt to EBITDA. Section 7.5 of the Credit Agreement is
hereby amended in its entirety to read as follows:

                  Section 7.5 Senior Debt to EBITDA. As of the last day of each
         fiscal quarter of Holdings, the ratio of Consolidated Senior
         Indebtedness for Borrowed Money outstanding as of such date to
         Consolidated EBITDA for the twelve (12) months ending on each
         Computation Date shall not exceed 4.5 to 1.0.

         14.      Joinder Agreement. Each New Subsidiary hereby covenants and
agrees as follows:

                  (a) Each new Subsidiary hereby enters into this Second
         Amendment in order to comply with Sections 6.14 and 8.1 of the Credit
         Agreement.

                  (b) Each New Subsidiary hereby adopts the Credit Agreement, as
         amended, agrees to be bound by all of the terms, conditions and
         provisions thereof and of each of the Notes as if it was an original
         party thereto, including without limitation the affirmative and
         negative covenants in Articles 6 and 7 of the Credit Agreement, assumes
         all of the duties and obligations of a Borrower to the Credit
         Agreement, and reconfirms the representations and warranties set forth
         in Article 5 of the Credit Agreement on and as of the date hereof as if
         fully set forth herein.

                  (c) Each New Subsidiary shall be considered, and deemed to be,
         for all purposes, a "Borrower" under the Credit Agreement and a maker
         on the Notes as if each New Subsidiary had signed the Notes at the time
         originally issued under the Credit Agreement and hereby, jointly and
         severally, promises to pay or prepay when due all principal and
         interest on the Notes whether at stated maturity or otherwise and to
         pay or perform all of the Obligations of a Borrower under the Credit
         Agreement in accordance with their respective terms, and each New
         Subsidiary further agrees to execute and deliver to the Lenders the
         Notes, upon the request of the Lenders, and if the Notes are reissued,
         amended or restated for any reason after the date hereof to execute and
         deliver such reissued, amended or restated Notes; provided, however,
         that the liability of each New

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.



<PAGE>   11

                                      -10-

         Subsidiary shall not exceed the liability limitation applicable to New
         Subsidiary in accordance with Section 2.12 of the Credit Agreement.

                  (d) To secure the prompt repayment of the Notes and the
         Obligations, each New Subsidiary hereby grants, pledges and
         collaterally assigns to Agent, on behalf of the Lenders, a lien and
         security interest in and to all of each New Subsidiary's respective
         personal property and fixtures, wherever located, whether now or
         hereafter owned, existing or acquired or hereafter arising, including,
         without limitation, the Collateral of each new subsidiary. Each New
         Subsidiary shall execute UCC Financing Statements and such other
         security documents as reasonably required by Agent to perfect the first
         Lien (subject only to the Permitted First Liens) and security interest
         in the Collateral.

                  (e) Each New Subsidiary shall be considered and deemed to be,
         for all purposes a Borrower and Indemnitee under the Environmental
         Indemnity Agreement dated May 29, 1996, as amended by the Amended and
         Restated Environmental Indemnity Agreement dated September 12, 1997,
         and agrees to be bound by the terms thereby as the same relates to any
         Property.

                  (f) To secure further such liabilities and obligations, each
         New Subsidiary shall grant to Agent, on behalf of the Lenders, a first
         Lien, subject to the Permitted First Liens, upon all real property
         owned or hereinafter acquired by such New Subsidiary and a first Lien,
         subject to Permitted First Liens, on all leasehold interests of such
         New Subsidiary now owed or hereinafter acquired, each of which are
         identified on Schedule 3.1 attached hereto, and each such New
         Subsidiary shall execute and deliver to Agent, on behalf of the
         Lenders, the Leasehold Mortgages, Mortgages and valid assignments of
         all other Property rights which now exist or arise hereafter from time
         to time.

         15. Reaffirmation of Covenants, Warranties and Representations.
Borrowers hereby agree and covenant that all representations and warranties in
the Credit Agreement, including without limitation all of those warranties and
representations set forth in Article 5, are true and accurate as of the date
hereof. Each Borrower further reaffirms all covenants in the Credit Agreement,
and reaffirm each of the affirmative covenants set forth in Article 6 and
financial covenants set forth in Article 7 and negative covenants set forth in
Article 8 thereof, as if fully set forth herein, except to the extent modified
by this Agreement.

         16. Conditions Precedent to Closing of Second Amendment . On or prior
to the closing of the Second Amendment to Amended and Restated Credit Agreement
(hereinafter the "Second Amendment Closing Date"), each of the following
conditions precedent shall have been satisfied:

                  (a) Proof of Corporate Authority. Agent shall have received
         from each Borrower (i) copies, certified by a duly authorized officer
         to be true and complete on and as of the Second Amendment Closing Date,
         of records of all action taken by such

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.




<PAGE>   12

                                      -11-


         Borrower to authorize the execution and delivery of this Agreement and
         all other certificates, documents and instruments to which it is or is
         to become a party as contemplated or required by this Second Amendment,
         and its performance of all of its obligations under each of such
         documents; (ii) certificates of good standing under the laws of the
         state of such Borrower's incorporation and its good standing in each
         state where such Borrower is required to qualify to conduct business;
         and (iii) such other certificates as Agent in its sole discretion shall
         require.

                  (b) Organizational Documents. Agent shall have received (i)
         copies, certified by the Secretary or Assistant Secretary of such New
         Subsidiary to be true and complete on and as of the Second Amendment
         Closing Date, of the charter or other organizational documents and
         by-laws of such New Subsidiary as in effect on the Second Amendment
         Closing Date (together with all, if any, amendments thereto); and (ii)
         the charter or other organizational documents of such New Subsidiary
         certified by the applicable Secretary of State from each New
         Subsidiary.

                  (c) Documents. Each of the documents to be executed and
         delivered at the closing of the Second Amendment and all other
         certificates, documents and instruments to be executed in connection
         herewith shall have been duly and properly authorized, executed and
         delivered by Borrower and shall be in full force and effect on and as
         of the Second Amendment Closing Date.

                  (d) Legality of Transactions. No change in applicable law
         shall have occurred as a consequence of which it shall have become and
         continue to be unlawful (i) for Agent and each Lender to perform any of
         its agreements or obligations under any of the Loan Documents, or (ii)
         for any Borrower to perform any of its agreements or obligations under
         any of the Loan Documents.

                  (e) Performance, Etc. Except as set forth herein, each
         Borrower shall have duly and properly performed, complied with and
         observed each of its covenants, agreements and obligations contained in
         each of the Loan Documents. Except as set forth herein, no event shall
         have occurred on or prior to the Second Amendment Closing Date, and no
         condition shall exist on the Second Amendment Closing Date, which
         constitutes a Default or an Event of Default.

                  (f) Payment of Closing Fees. Borrowers shall have paid to
         Agent and each Lender the closing fees separately agreed to between
         Agent, each Lender and Borrowers.

                  (g) Proceedings and Documents. All corporate, governmental and
         other proceedings in connection with the transactions contemplated on
         the Second Amendment Closing Date, each of the other Loan Documents and
         all instruments and documents incidental thereto shall be in form and
         substance reasonably satisfactory to Provident.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.


<PAGE>   13

                                      -12-



                  (h) Changes; None Adverse. Since the date of the most recent
         balance sheets of Borrowers delivered to Provident, no changes shall
         have occurred in the assets, liabilities, financial condition,
         business, operations or prospects of Borrowers which, individually or
         in the aggregate, are material to a Borrower, and Provident shall have
         completed such review of the status of all current and pending legal
         issues as Agent shall deem necessary or appropriate.

         17.      Miscellaneous. (a) Borrowers shall reimburse Agent for all
fees and disbursements of legal counsel to Agent which shall have been
incurred by Agent in connection with the preparation, negotiation, review,
execution and delivery of this Second Amendment and the handling of any other
matters incidental hereto.

                  (b) All of the terms, conditions and provisions of the
         Agreement not herein modified shall remain in full force and effect. In
         the event a term, condition or provision of the Agreement conflicts
         with a term, condition or provision of this Second Amendment, the
         latter shall govern.

                  (c) This Second Amendment shall be governed by and shall be
         construed and interpreted in accordance with the laws of the State of
         Ohio.

                  (d) This Second Amendment shall be binding upon and shall
         inure to the benefit of the parties hereto and their respective heirs,
         successors and assigns.

                  (e) This Second 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.]

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.


<PAGE>   14



         IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by or on behalf of each of the parties as of the day and in the year first above
written.



                                                   CLEARVIEW CINEMA GROUP, INC.


                                                   By:
                                                      --------------------------
                                                   Name:      A. Dale Mayo
                                                   Title:     President

                                                   CLEARVIEW THEATRE GROUP, INC.


                                                   By:
                                                      --------------------------
                                                   Name:      A. Dale Mayo
                                                   Title:     President

                                                   CCC ALLWOOD CINEMA CORP.


                                                   By:
                                                      --------------------------
                                                   Name:      A. Dale Mayo
                                                   Title:     President

                                                   CCC B.C. REALTY CORP.


                                                   By:
                                                      --------------------------
                                                   Name:      A. Dale Mayo
                                                   Title:     President

                                                   CCC BAYONNE CINEMA CORP.


                                                   By:
                                                      --------------------------
                                                   Name:      A. Dale Mayo
                                                   Title:     President




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.                              Signature Pages/1 of 9
<PAGE>   15



                                      CCC BEDFORD CINEMA CORP.


                                      By:
                                         --------------------------
                                      Name:      A. Dale Mayo
                                      Title:     President

                                      CCC BCCC BELLEVUE CINEMA CORP.


                                      By:
                                         --------------------------
                                      Name:      A. Dale Mayo
                                      Title:     President

                                      CCC BERGENFIELD CINEMA CORP.


                                      By:
                                         --------------------------
                                      Name:      A. Dale Mayo
                                      Title:     President

                                      CCC BRONXVILLE CINEMA CORP.


                                      By:
                                         --------------------------
                                      Name:      A. Dale Mayo
                                      Title:     President

                                      CCC CEDAR GROVE CINEMA CORP.


                                      By:
                                         --------------------------
                                      Name:      A. Dale Mayo
                                      Title:     President

                                      CCC CHESTER TWIN CINEMA CORPORATION


                                      By:
                                         --------------------------
                                      Name:      A. Dale Mayo
                                      Title:     President




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.                              Signature Pages/2 of 9

<PAGE>   16

                                                   CCC CINEMA 304 CORP.



                                                   By:
                                                      --------------------------
                                                   Name:      A. Dale Mayo
                                                   Title:     President

                                                   CCC CLARIDGE CINEMA CORP.


                                                   By:
                                                      --------------------------
                                                   Name:      A. Dale Mayo
                                                   Title:     President

                                                   CCC CLOSTER CINEMA CORP.


                                                   By:
                                                      --------------------------
                                                   Name:      A. Dale Mayo
                                                   Title:     President

                                                   CCC EDISON CINEMA CORP.


                                                   By:
                                                      --------------------------
                                                   Name:      A. Dale Mayo
                                                   Title:     President

                                                   CCC EMERSON CINEMA CORP.


                                                   By:
                                                      --------------------------
                                                   Name:      A. Dale Mayo
                                                   Title:     President

                                                   CCC GRAND AVENUE CINEMA CORP.


                                                   By:
                                                      --------------------------
                                                   Name:      A. Dale Mayo
                                                   Title:     President

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.                              Signature Pages/3 of 9

<PAGE>   17

                                                CCC HERRICKS CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC KIN MALL CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC KISCO CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC LARCHMONT CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC MADISON TRIPLE CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC MAMARONECK CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.                              Signature Pages/4 of 9

<PAGE>   18

                                                CCC MANASQUAN CINEMA CORPORATION


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC MANSFIELD CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC MARBORO CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC MIDDLEBROOK CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC NEW CITY CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC PARSIPPANY CINEMA CORP.



                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President


SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.                              Signature Pages/5 of 9
<PAGE>   19

                                                CCC PORT WASHINGTON CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC ROSLYN CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC SUCCASUNNA CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC SUMMIT CINEMA CORP.
                                                (formerly known as 343-349
                                                Springfield Avenue Corp.)


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC  TENAFLY CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC WASHINGTON CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.                              Signature Pages/6 of 9
<PAGE>   20

                                                CCC WAYNE CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC WOODBRIDGE CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:      A. Dale Mayo
                                                Title:     President

                                                CCC BABYLON CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:    A. Dale Mayo
                                                Title:   President

                                                CCC BALA CYNWYD CINEMA, CORP.


                                                By:
                                                   --------------------------
                                                Name:    A. Dale Mayo
                                                Title:   President

                                                CCC CARMEL CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:    A. Dale Mayo
                                                Title:   President

                                                CCC FRANKLIN SQUARE CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:    A. Dale Mayo
                                                Title:   President



SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.                              Signature Pages/7 of 9

<PAGE>   21

                                                CCC MANHASSET CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:    A. Dale Mayo
                                                Title:   President

                                                CCC GREAT NECK CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:    A. Dale Mayo
                                                Title:   President

                                                CCC MORRISTOWN CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:    A. Dale Mayo
                                                Title:   President

                                                CCC NARBERTH CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:    A. Dale Mayo
                                                Title:   President

                                                CCC SCREENING ZONE CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:    A. Dale Mayo
                                                Title:   President

                                                MILLBURN TWIN CINEMA CORP.


                                                By:
                                                   --------------------------
                                                Name:    A. Dale Mayo
                                                Title:   President

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.                              Signature Pages/8 of 9

<PAGE>   22





                                               THE LENDERS:
                                               THE PROVIDENT BANK


                                               By:
                                                  ------------------------------
                                               Name:     Christopher B. Gribble
                                               Title:    Vice President

                                               THE BANK OF NEW YORK


                                               By:
                                                  ------------------------------
                                               Name:     Geoffrey C. Brooks
                                               Title:    Vice President

                                               AGENT:

                                               THE PROVIDENT BANK, as Agent


                                               By:
                                                  ------------------------------
                                               Name:     Christopher B. Gribble
                                               Title:    Vice President



SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CLEARVIEW CINEMA GROUP, INC.                              Signature Pages/9 of 9

<PAGE>   23




                                  SCHEDULE 3.1

                             REAL PROPERTY INTERESTS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------- ----------------------------------------
      TYPE ON INTEREST                        NEW SUBSIDIARY                            PROPERTY LOCATION
---------------------------------------------------------------------------- ----------------------------------------
<S>                            <C>                                           <C>
Leasehold Estate               CCC Claridge Cinema Corp.
                                                                                -----------------------------------
                                                                                -----------------------------------
                                                                                -----------------------------------

---------------------------------------------------------------------------- ----------------------------------------
                               CCC Babylon Cinema Corp.                      No real property acquired at this Time
---------------------------------------------------------------------------- ----------------------------------------
                               CCC Bala Cynwyd Cinema Corp.                  No real property acquired at this Time
---------------------------------------------------------------------------- ----------------------------------------
                               CCC Franklin Square Cinema Corp.              No real property acquired at this Time
---------------------------------------------------------------------------- ----------------------------------------
                               CCC Great Neck Cinema Corp.                   No real property acquired at this Time
---------------------------------------------------------------------------- ----------------------------------------
                               CCC Manhasset Cinema Corp.                    No real property acquired at this Time
---------------------------------------------------------------------------- ----------------------------------------
                               CCC Millburn Cinema Corp.                     No real property acquired at this Time
---------------------------------------------------------------------------- ----------------------------------------
                               CCC Morristown Cinema Corp.                   No real property acquired at this Time
---------------------------------------------------------------------------- ----------------------------------------
                               CCC Narberth Cinema Corp.                     No real property acquired at this Time
---------------------------------------------------------------------------- ----------------------------------------
                               CCC Screening Zone Cinema Corp.               No real property acquired at this Time
---------------------------------------------------------------------------- ----------------------------------------
                               Millford Twin Cinema Corp.                    No real property acquired at this Time
---------------------------------------------------------------------------- ----------------------------------------
</TABLE>


<PAGE>   24





                                   SCHEDULE 1

<TABLE>
<CAPTION>
                                                                                          PARTICIPATION
                LENDER                      CREDIT COMMITMENT                               PERCENTAGE
=====================================================================================================================
<S>                                        <C>                                                  <C>

THE PROVIDENT                              Revolving Credit Loan                                72.22%
One East Fourth Street
___ Floor                                            $722,222.22                                72.22%
Cincinnati, Ohio  45202
                                           Term Loan A
Christopher B. Gribble
(513) 579-2750                                     $8,666,666.67                                72.22%
Fax:  (513) 579-2858
                                           Term Loan B

                                                  $16,611,111.11                                72.22%

                                           Term Loan C

                                                   $4,188,888.89

=====================================================================================================================


THE BANK OF NEW YORK                       Revolving Credit Loan                                27.78%
One Wall Street
New York, New York  10286                            $277,777.78

Geoffrey C. Brooks                         Term Loan A                                          27.78%
(212) 635-8475
Fax:  (212) 635-8595                               $3,333,333.33

                                           Term Loan B                                          27.78%

                                                   $6,388,888.89

                                           Term Loan                                            27.78%

                                                   $1,611,111.11
</TABLE>