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EXHIBIT 10.1
SEVENTH AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AGREEMENT
THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
(the "Seventh Amendment"), is made and entered into as of the 31st day of July,
1997, by and among (i) REGAL CINEMAS, INC., a Tennessee corporation with
principal office and place of business in Knoxville, Tennessee (the "Borrower"),
(ii)(a) PNC BANK, KENTUCKY, INC., a Kentucky banking corporation with principal
office and place of business in Louisville, Kentucky ("PNC"), (b) BANK BOSTON,
N.A., a national banking association with principal office and place of business
in Boston, Massachusetts ("Bank Boston"), (c) FIRST UNION NATIONAL BANK OF
TENNESSEE, a national banking association with principal office and place of
business in Nashville, Tennessee ("First Union"), (d) FIRST AMERICAN NATIONAL
BANK, a national banking association with principal office and place of business
in Knoxville, Tennessee ("First American"), (e) THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH, a Japanese banking corporation maintaining an office in Chicago,
Illinois ("Sumitomo"), in its capacity as the assignee and successor in interest
to The Daiwa Bank, Limited ("Daiwa"), (f) NATIONSBANK OF TENNESSEE, N.A., a
national banking association with principal office and place of business in
Knoxville Tennessee ("NationsBank"), and (g) WACHOVIA BANK, N.A., a national
banking association with an office and place of business in Atlanta, Georgia
("Wachovia") (PNC, Bank Boston, First Union, First American, Sumitomo,
NationsBank and Wachovia is each hereinafter individually referred to as a
"Bank," and all of the same are hereinafter collectively referred to as the
"Banks"), (iii) PNC BANK, KENTUCKY, INC., in its capacity as agent for the Banks
(in such capacity, the "Agent"), and (iv) BANK BOSTON, N.A., in its capacity as
Lead Manager.
PRELIMINARY STATEMENT:
A. Pursuant to that certain Second Amended and Restated Loan Agreement
dated as of July 7, 1993, among the Borrower, PNC, Bank Boston, First Union,
First American, Daiwa and NationsBank (collectively, the "Original Banks"), the
Agent and Bank Boston, in its capacity as Lead Manager, as amended pursuant to
(i) that certain First Amendment to Second Amended and Restated Loan Agreement
dated as of May 6, 1994, among the Borrower, the Original Banks and the Agent
(the "First Amendment"), (ii) that certain Second Amendment to Second Amended
and Restated Loan Agreement dated as of June 15, 1994, among the Borrower, the
Original Banks
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and the Agent, (iii) that certain Third Amendment to Second Amended and Restated
Loan Agreement dated as of March 31, 1995, among the Borrower, the Original
Banks and the Agent (the "Third Amendment"), (iv) that certain Fourth Amendment
to Second Amended and Restated Loan Agreement dated as of November 30, 1995,
among the Borrower, the Banks and the Agent, (v) that certain Fifth Amendment to
Second Amended and Restated Loan Agreement dated as of May 31, 1996, among the
Borrower, the Banks and the Agent, and (vi) that certain Sixth Amendment to
Second Amended and Restated Loan Agreement dated as of September 30, 1997, among
the Borrower, the Banks and the Agent (collectively, the "Loan Agreement"), the
Banks have established a reducing revolving credit facility in the principal
amount of One Hundred Fifty Million Dollars ($150,000,000.00) (the "Reducing
Revolver") in favor of the Borrower upon the terms and conditions set forth in
the Loan Agreement.
B. Pursuant to that certain Agreement and Plan of Merger dated as of
June 11, 1997, among the Borrower, Regal Acquisition Corporation, an Alabama
corporation, RAC Corporation, an Alabama corporation, RAC Finance Corp., an
Alabama corporation, Xxxx Theatres, L.L.C., an Alabama limited liability
company, X.X. Xxxx, Inc., an Alabama corporation, Xxxx Theatres II, Inc., an
Alabama corporation, Xxxx Finance Corp., an Alabama corporation, and Tricob
Partnership, a general partnership (the "Xxxx Merger Agreement"), (i) Regal
Acquisition Corporation will be merged with and into X.X. Xxxx, Inc., with X.X.
Xxxx, Inc. being the surviving corporation and a wholly-owned subsidiary of the
Borrower, (ii) RAC Corporation will be merged with and into Xxxx Theatres II,
Inc., with Xxxx Theatres II, Inc. being the surviving corporation and a
wholly-owned subsidiary of the Borrower, (iii) RAC Finance Corp. will be merged
with and into Xxxx Finance Corp., with Xxxx Finance Corp. being the surviving
corporation and a wholly-owned subsidiary of the Borrower, and (iv) the Borrower
shall acquire from the partners of Tricob Partnership all of the partnership
interests in Tricob Partnership, with Tricob becoming a wholly-owned partnership
of the Borrower.
C. The Borrower has now requested that the Banks agree to certain
amendments to the Loan Agreement in connection with the consummation of the
transactions contemplated by the Xxxx Merger Agreement, which the Banks are
willing to do upon the express condition that the Borrower execute and deliver
this Seventh Amendment.
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NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants set forth herein and for other good and valuable consideration,
the mutuality, receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows:
1. Each capitalized term used herein, unless otherwise expressly
defined herein, shall have the meaning set forth in the Loan Agreement.
2. The Banks hereby agree that, to the extent any of the provisions of
the Loan Agreement or the other Loan Instruments require the written consent of
the Banks to the consummation of the transactions contemplated by the Xxxx
Merger Agreement, the written consent of each Bank to the consummation of the
transactions contemplated by the Xxxx Merger Agreement shall be conclusively
evidenced by such Bank's execution and delivery of this Seventh Amendment.
3. The Banks hereby waive the obligation of the Borrower to deliver to
the Agent, on behalf of the Banks, the items referred in Section 4.2 of the Loan
Agreement with respect to the transactions contemplated by the Xxxx Merger
Agreement, which waiver is consistent with the previous release by the Banks of
the security interests in and liens on the Theaters originally granted by the
Borrower to the Agent on behalf of the Banks pursuant to the Loan Agreement. The
Banks further acknowledge that the Borrower will obtain, with respect to the
transactions contemplated by the Xxxx Merger Agreement, the items referred in
Section 4.2 of the Loan Agreement solely to the extent that the Borrower deems
appropriate.
4. Pursuant to Section 8.2(f) of the Loan Agreement, and subject to the
satisfaction of the conditions subsequent hereinafter specified in this Section
4, the Banks hereby approve (a) the terms of the 10 5/8% New Senior Secured
Notes due 2003 of Xxxx Theatres, L.L.C. and Xxxx Finance Corp. to be assumed by
the Borrower pursuant to the Xxxx Merger Agreement (the "Xxxx Senior Notes"),
which are more particularly described on Exhibit A attached hereto and made a
part hereof, and (b) the terms of the $100,000,000 tender facility to be
provided by PNC to the Borrower (the "PNC Tender Facility"), which terms are
more particularly described on Exhibit B attached hereto and made a part hereof,
as well as any subordinated debt (the "Subordinated Debt") placed by
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the Borrower to retire in full the PNC Tender Facility; provided, the aggregate
principal amount of the Xxxx Senior Notes and the PNC Tender Facility
outstanding at any one time shall not exceed $100,000,000.00 without the written
consent of the Requisite Banks. The approval of the Banks to the terms of each
of the Xxxx Senior Notes and the PNC Tender Facility as well as the Subordinated
Debt is subject to the satisfaction of the following conditions subsequent:
(i) The Borrower shall have made an offer to purchase for cash
the Xxxx Senior Notes within twenty (20) days after the consummation of the
transactions contemplated by the Xxxx Merger Agreement, which offer must include
the requirement that each holder of a Xxxx Senior Note who tenders such Xxxx
Senior Note for purchase by the Borrower (A) waive the obligation of the
Borrower and its Subsidiaries to observe and perform the affirmative and
negative covenants set forth in the Indenture dated as of March 6, 1996,
pursuant to which the Xxxx Senior Notes have been issued (the "Xxxx Indenture")
(other than the covenant to pay the principal of and accrued interest on the
Xxxx Senior Notes when due and financial reporting covenants), and (B) consent
to the release of all liens and security interests on the assets of the Borrower
and its Subsidiaries securing the payment of the Xxxx Senior Notes;
(ii) The proceeds of the PNC Tender Facility shall have been
used by the Borrower to pay the purchase price (including accrued interest) of
those Xxxx Senior Notes accepted for payment by the Borrower, or, if all
conditions precedent to the Borrower's obligation to accept for payment those
Xxxx Senior Notes that have been tendered to the Borrower have not been
satisfied, the Borrower shall have used the proceeds of the PNC Tender Facility
to defease the Xxxx Senior Notes in accordance with the applicable provisions of
the Xxxx Indenture, in either event within ten (10) days after the expiration
date of the Borrower's tender offer for the Xxxx Senior Notes; and
(iii) The Subordinated Debt is subordinate to the Reducing
Revolver and any new revolving line of credit that replaces and refinances the
Reducing Revolver and the proceeds of the Subordinated Debt are use to retire in
full the PNC Tender Facility and for general corporate purposes.
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In the event any of the conditions subsequent set forth in this Section
4 are not satisfied, the approval of the Banks to the terms of each of the Xxxx
Senior Notes and the PNC Tender Facility as well as the Subordinated Debt shall
be automatically rescinded unless the Requisite Banks agree to the contrary
pursuant to a written instrument duly executed and delivered by the Requisite
Banks.
5. Section 8.4 of the Loan Agreement, titled Liens, is hereby amended
to add a new subsection (j) as follows:
"(j) the Liens securing the payment of the Xxxx Senior Notes
for so long as the Xxxx Senior Notes remain outstanding."
6. The Banks hereby waive the requirement set forth in Section 22 of
the Third Amendment that, upon the consummation of the transactions contemplated
by the Xxxx Merger Agreement, the equity interests of each of X. X. Xxxx, Inc.,
Xxxx Theatres II, Inc. and Xxxx Finance Corp., as wholly-owned subsidiary
corporations of the Borrower, and of Tricob Partnership, as a wholly-owned
partnership of the Borrower, be pledged to the Agent on behalf of the Banks to
secure the payment of the Secured Obligations.
7. The Borrower and the Banks hereby agree that, consistent with the
definition of "Cash Flow from Operations" set forth in Section 1.24 of the Loan
Agreement and in Section 2 of the First Amendment, all non-cash charges incurred
by the Borrower in connection with the consummation of the transactions
contemplated by the Xxxx Merger Agreement shall be included in the Borrower's
Cash Flow from Operations for all relevant periods.
8. The Borrower and the Banks hereby agree that the reference to Total
Funded Debt included in the definition of "Pro Forma Debt Service" set forth in
Section 1.91 of the Loan Agreement and in Section 9 of the First Amendment shall
exclude the principal of the Xxxx Senior Notes and, to the extent the proceeds
of the PNC Tender Facility have been used to purchase or defease the Xxxx Senior
Notes, the principal of the PNC Tender Facility.
9. The Borrower hereby certifies to the Banks and the Agent that each
of Litchfield Theaters, Ltd., Neighborhood Entertainment,
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Inc. and Georgia State Theatres, Inc., each of which was a Consolidated
Subsidiary of the Borrower, has been merged with and into the Borrower, with the
Borrower being the surviving corporation in each such merger. In furtherance of
each such merger, and in express reliance upon the Borrower's certification set
forth in this Section 9, the Banks hereby authorized and direct the Agent (a) to
terminate the Guaranty Agreement executed and delivered by each of Litchfield
Theaters, Ltd., Neighborhood Entertainment, Inc. and Georgia State Theatres,
Inc. in favor of the Agent on behalf of the Banks, and (b) to release from the
pledge and security interest created pursuant to the Stock Pledge Agreement, and
to re-deliver to the Borrower, all stock certificates evidencing all of the
issued and outstanding shares of common stock of each of Litchfield Theaters,
Ltd., Neighborhood Entertainment, Inc. and Georgia State Theatres, Inc. pledged
and delivered by the Borrower to the Agent on behalf of the Banks pursuant to
the Stock Pledge Agreement.
10. The Borrower covenants and agrees to pay to the Agent, on behalf of
the Banks, on the effective date of this Seventh Amendment, in consideration of
the execution and delivery of this Seventh Amendment by each Bank and the
agreements and consents made by each Bank in this Seventh Amendment, fees equal
to one-tenth of one percent (1/10th of 1%) of each Bank's Revolving Loan
Commitment, irrespective of the then existing Total Utilization of Revolving
Loan Commitments.
11. This Seventh Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Kentucky.
12. This Seventh Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall constitute one
and the same instrument.
13. Except to the extent expressly amended or modified hereby, the
Borrower hereby ratifies and reaffirms each of its covenants, agreements,
obligations, representations and warranties set forth in the Loan Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Amendment to Second Amended and Restated Loan Agreement to be duly executed as
of the day and year first above written.
REGAL CINEMAS, INC.
By:
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Xxxxx Xxxxxx, III, Executive Vice
President and Chief Financial
Officer
(the "Borrower")
PNC BANK, KENTUCKY, INC.
By:
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Title:
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Address: PNC Bank, Kentucky, Inc.
Citizens Plaza
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx, Senior Vice
President and Manager
Large Corporate Banking
Group
("PNC")
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BANK BOSTON, N.A.
By:
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Title:
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Address: Bank Boston, N.A.
Media & Communications Dept.
000 Xxxxxxx Xxxxxx
Mail Stop 01-08-08
Xxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxxx, Director
("Bank Boston")
FIRST UNION NATIONAL BANK OF TENNESSEE
By:
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Title:
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Address: First Union National Bank
of Tennessee
000 0xx Xxxxxx
Xxx 0000
Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxx, Vice President
("First Union")
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FIRST AMERICAN NATIONAL BANK
By:
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Title:
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Address: First American National Bank
000 X. Xxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxxxxxxxx, Vice
President
("First American")
THE SUMITOMO BANK, LIMITED, CHICAGO BRANCH
By:
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Title:
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Address: The Sumitomo Bank, Limited
One Peachtree Center
000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Lauren Carrigian
("Sumitomo")
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NATIONSBANK OF TENNESSEE, N.A.
By:
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Title:
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Address: NationsBank of Tennessee, N.A.
000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attn: C. Xxxxxx Xxxxxx, Vice
President
("NationsBank")
WACHOVIA BANK, N.A.
By:
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Title:
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Address: 000 Xxxxxxxxx Xx, X.X.
Mail Code 3940
Xxxxxxx, XX 00000
Attn: Xxxx Xxxx, Vice President
("Wachovia")
(collectively, The "Banks")
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PNC BANK, KENTUCKY, INC., in its
capacity as Agent
By:
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Title:
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(the "Agent")
BANK BOSTON, in its capacity
as Lead Manager
By:
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Title:
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