MODIFICATION NO. 12
THIS TENTH AMENDMENT AGREEMENT is made as of the 7th day of
November, 1997.
B E T W E E N:
CINEPLEX ODEON CORPORATION
a corporation incorporated under the
laws of the Province of Ontario
( Cineplex )
- and -
XXXXX THEATRES, INC.
a corporation incorporated under the
laws of the State of Delaware
( Xxxxx )
- and -
CINEPLEX ODEON (QUEBEC) INC.
RKO CENTURY WARNER THEATRES, INC.
THE XXXXXX XXXXX ORGANIZATION, INC.
XXXXX SOUTHERN THEATRES, INC.
XXXXXXX THEATRE CORPORATION
(collectively, the Guarantors )
- and -
THE BANK OF NOVA SCOTIA
NATIONAL BANK OF CANADA
THE BANK OF NEW YORK
ROYAL BANK OF CANADA
(collectively, the Banks )
- and -
THE BANK OF NOVA SCOTIA
in its capacity as agent for the Banks
(the Agent )
- and -
THE BANK OF NOVA SCOTIA
as operating lender
(the Operating Lender )
- and -
THE BANK OF NOVA SCOTIA
in its capacity as Collateral Agent
(as defined in the Inter-Lender Agreement)
- and -
THE BANK OF NOVA SCOTIA
in its capacity as Swap Lender
(as defined in the Inter-Lender Agreement)
- and -
NATIONAL BANK OF CANADA
in its capacity as Swap Lender
(as defined in the Inter-Lender Agreement)
- and -
796278 ONTARIO LIMITED
796279 ONTARIO LIMITED
619918 ONTARIO INC.
(the "Nominees")
WHEREAS:
A. Cineplex, Xxxxx, the Banks and the Agent entered into a credit
agreement dated as of 23 June 1994 pursuant to which the Banks
established a reducing/revolving term credit facility in favour of
Cineplex and Xxxxx, which agreement has been amended by a Waiver
Agreement made as of 25 October 1994, a Second Amendment Agreement made
as of 31 March 1995, a Second Waiver Agreement made as of 19 September
1995, a Third Amendment Agreement made as of 30 September 1995, a
Consent made as of 15 December 1995, a Fourth Amendment Agreement made
as of 9 February 1996, a Fifth Amendment Agreement made as of 26 March
1996, a Sixth Amendment Agreement made as of 16 August 1996, a Seventh
Amendment Agreement made as of 31 October 1996, an Eighth Amendment
Agreement made as of 17 February 1997 and a Ninth Amendment Agreement
made as of 18 April 1997 (such credit agreement as so amended and as
further supplemented, amended, restated or replaced from time to time,
the Credit Agreement ).
B. Cineplex and the Operating Lender entered into a letter loan
agreement dated 23 June 1994 (as the same may be amended, supplemented,
restated or replaced from time to time, the Operating Credit Agreement
) pursuant to which the Operating Lender established in favour of
Cineplex a revolving operating credit facility.
C. Pursuant to the Credit Agreement and the Operating Credit
Agreement, each of the Guarantors has provided a Guarantee.
D. Cineplex and Xxxxx have requested that (i) the Cineplex Banks enter
into this Agreement to provide Cineplex with a reducing/revolving term
credit facility in the maximum principal amount of U.S.$16,705,511.14
(or the Equivalent Amount in Cdn. Dollars), and (ii) the Xxxxx Banks
enter into this Agreement to provide Xxxxx with a reducing/revolving
term credit facility in the maximum principal amount of
U.S.$3,894,488.86, each such credit facility to be guaranteed by the
Guarantee and secured by the Security Documents and Collateral.
E. The Banks and the Operating Lender have agreed to such requests on
the terms set forth herein.
NOW THEREFORE in consideration of these premises and for other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto
agree as follows:
Section 1 - Interpretation
Capitalized terms used herein, unless otherwise defined or
indicated herein, have the respective meanings ascribed thereto in the
Credit Agreement (as amended and supplemented hereby). Unless something
in the subject matter or context is inconsistent therewith, references
to "Agreement", "hereof", "herein", "hereto", "hereunder" or similar
expressions means this Tenth Amendment Agreement, as amended,
supplemented, restated or replaced from time to time. This Agreement
amends the Credit Agreement effective from and after the date hereof.
This Agreement and the Credit Agreement shall be read together and have
effect so far as practicable as though the provisions thereof and the
relevant provisions hereof are contained in one agreement.
Section 2 - Amendments to Definitions
Section 1.01 of the Credit Agreement is amended by adding the
following definitions in the order of the paragraph numbers as
indicated. In the case of any defined terms below (a "Replacement
Definition") which has the same paragraph number as an existing defined
term in the Credit Agreement (an "Existing Definition"), the Replacement
Definition substitutes and replaces the Existing Definition:
(j) "Available Commitment" means the aggregate of each Bank's
Commitment under the Cineplex Credit or Xxxxx Credit or Cineplex
Supplemental Credit or Xxxxx Supplemental Credit, as the case may be.
(l) "Bank's Proportion" means, the proportionate interest from
time to time of a Bank's Commitment under the Cineplex Credit or the
Xxxxx Credit or the Cineplex Supplemental Credit or the Xxxxx
Supplemental Credit, as the case may be, and expressed as a percentage,
the numerator of which is such Bank's Commitment under the Cineplex
Credit or the Xxxxx Credit or the Cineplex Supplemental Credit or the
Xxxxx Supplemental Credit, as the case may be, and the denominator of
which is the then Available Commitment under the Cineplex Credit or the
Xxxxx Credit or the Cineplex Supplemental Credit or the Xxxxx
Supplemental Credit, as the case may be.
(l.1) "Bank s Aggregate Proportion" means the proportionate
interest from time to time of a Bank s aggregate Commitments under the
Cineplex Credit, the Xxxxx Credit, the Cineplex Supplemental Credit and
the Xxxxx Supplemental Credit, and expressed as a percentage, the
numerator of which is such Bank s aggregate Commitments under the
Cineplex Credit, the Xxxxx Credit, the Cineplex Supplemental Credit and
the Xxxxx Supplemental Credit and the denominator of which is the
aggregate of the Available Commitments of each of the Banks under the
Cineplex Credit, the Xxxxx Credit, the Cineplex Supplemental Credit and
the Xxxxx Supplemental Credit.
(p) "Base Rate Advance" means an Advance in U.S. Dollars under
the Cineplex Credit or Xxxxx Credit or Cineplex Supplemental Credit or
Xxxxx Supplemental Credit, as the case may be, bearing interest as
provided in Section 4.03 hereof and includes a deemed Base Rate Advance
as provided for in Sections 4.04, 4.07 and 11.04 hereof.
(r) "Borrowing" means any or all utilizations of the Cineplex
Credit or Cineplex Supplemental Credit by Cineplex or the Xxxxx Credit
or Xxxxx Supplemental Credit by Xxxxx, as the case may be, (including a
conversion or rollover) consisting of a Prime Rate Borrowing, a Base
Rate Borrowing, a LIBO Borrowing, the acceptance by each Cineplex Bank
of one or more Bankers' Acceptances, or, in the case of the Cineplex
Credit and Xxxxx Credit, the issue by the Issuing Bank for and on behalf
of each Cineplex Bank or Xxxxx Bank, as the case may be, of a Letter of
Credit on behalf of Cineplex or Xxxxx, as the case may be, or any
combination thereof.
(z) "Cineplex Banks" means The Bank of Nova Scotia, National
Bank of Canada and Royal Bank of Canada together with such other Banks
as become parties hereto pursuant to Section 12.05 hereof and who agree
to provide a Commitment under the Cineplex Credit or Cineplex
Supplemental Credit.
(aa.1) "Cineplex Supplemental Credit" means the credit facility
provided for in Subsection 3A.01(a) hereof upon and subject to the terms
of this Agreement.
(dd) "Commitment" means (i) in respect of the Cineplex Credit and
the Xxxxx Credit, the several obligation of each Cineplex Bank to make
available to Cineplex or the several obligation of each Xxxxx Bank to
make available to Xxxxx its portion of the Cineplex Credit or the Xxxxx
Credit, as the case may be, as at the date of execution hereof as
specified below that Bank's name on the signature pages to this
Agreement as reduced from time to time pursuant to Sections 3.10, 3.11,
3.12, 3.13 or 3.14 hereof, and (ii) in respect of the Cineplex
Supplemental Credit and Xxxxx Supplemental Credit, the several
obligation of each Cineplex Bank to make available to Cineplex or the
several obligation of each Xxxxx Bank to make available to Xxxxx its
portion of the Cineplex Supplemental Credit or the Xxxxx Supplemental
Credit, as the case may be, as at 7 November 1997, as specified opposite
that Bank's name as follows, as reduced from time to time pursuant to
Sections 3A.05, 3A.06 and 3A.07 hereof:
Cineplex Supplemental Credit
Bank Commitment
The Bank of Nova Scotia
U.S.$10,029,244.52
National Bank of Canada
U.S.$ 3,894,488.86
Royal Bank of Canada
U.S.$ 2,781,777.76
Xxxxx Supplemental Credit
Bank Commitment
The Bank of New York
U.S.$ 3,894,488.86
(hh) "Credits" means collectively the Cineplex Credit, the Xxxxx
Credit, the Cineplex Supplemental Credit and the Xxxxx Supplemental
Credit and "Credit" means any one of them, as the case may be.
(fff) "LIBO Advance" means an Advance in U.S. Dollars under the
Cineplex Credit or Xxxxx Credit or Cineplex Supplemental Credit or Xxxxx
Supplemental Credit, as the case may be, bearing interest as provided
for in Section 4.04 hereof and includes a deemed LIBO Advance as
provided for in Section 4.04 hereof.
(qqq.1) "Original Credits" means collectively the Cineplex Credit
and the Xxxxx Credit and "Original Credit" means either one of them, as
the case may be.
(zzz) "Xxxxx Banks" means The Bank of New York together with such
other Banks as become parties hereto pursuant to Section 12.05 hereof
and who agree to provide a Commitment under the Xxxxx Credit or Xxxxx
Supplemental Credit.
(aaaa.1) "Xxxxx Supplemental Credit" means the credit
facility provided for in Subsection 3A.01(b) hereof upon and subject to
the terms of this Agreement.
(cccc) "Prime Rate Advance" means an Advance in Canadian Dollars
under the Cineplex Credit or Cineplex Supplemental Credit bearing
interest as provided for in Section 4.02 hereof and includes a deemed
Prime Rate Advance as provided for in Subsection 4.05(f) and Sections
4.07 and 11.04 hereof.
(tttt.1) "Supplemental Credits" means collectively the
Cineplex Supplemental Credit and the Xxxxx Supplemental Credit and
"Supplemental Credit" means either one of them, as the case may be.
Section 3 - Addition of New Facilities
The Credit Agreement is amended by adding the following after Article
Three:
"ARTICLE THREE A
SUPPLEMENTAL CREDIT FACILITIES
Section 3A.01
Maximum Amount of the Supplemental Credits;: Subject always to the
limitations and terms and conditions contained herein:
(a)The Cineplex Banks agree to provide to Cineplex a
reducing/revolving credit facility (the "Cineplex Supplemental Credit")
in the maximum principal amount of U.S.$16,705,511.14 or in an
Equivalent Amount in Canadian Dollars. The Cineplex Supplemental Credit
is to be used by Cineplex to finance the buy-out of leases relating to
twenty-two (22) theatre properties listed in Exhibit 1 annexed hereto or
such other properties as may be approved by the Majority Lenders.
(b)The Xxxxx Banks agree to provide to Xxxxx a reducing/revolving
credit facility (the "Xxxxx Supplemental Credit") in the maximum
principal amount of U.S.$3,894,488.86. The Xxxxx Supplemental Credit is
to be used by Xxxxx to finance the buy-out of leases relating to twenty-
two (22) theatre properties listed in Exhibit 1 annexed hereto or such
other properties as may be approved by the Majority Lenders.
(c)Each of the Supplemental Credits shall be available in two
tranches. One-half of each Supplemental Credit (the "First Tranche")
shall be available, subject to the terms and conditions set forth in
this Agreement, immediately upon the Supplemental Credits being
established. The availability of the remaining half of each
Supplemental Credit (the "Second Tranche") shall be subject, in addition
to the other terms and conditions set forth in this Agreement, to
Cineplex and Xxxxx having entered into, on or before June 30, 1998,
binding and enforceable agreements with Sony Pictures Entertainment Inc.
to complete the proposed merger of Cineplex and Xxxxx with Sony's Loews
Theatre chain, on terms satisfactory to the Majority Banks acting
reasonably (the "Second Tranche Condition Precedent"), failing which the
Second Tranche shall be cancelled on such date and the amounts of the
Supplemental Credits shall be permanently reduced accordingly. Cineplex
and Xxxxx shall provide to the Banks all information and documents
relating to the proposed merger as may be requested by the Banks.
Section 3A.02
Nature of the Supplemental Credits
(a) Subject to the terms of Sections 3A.06 and 3A.07, the
Cineplex Supplemental Credit revolves during its entire term so that the
principal amount of any Advances comprising any Borrowing under the
Cineplex Supplemental Credit may be repaid and shall thereafter again
become available to Cineplex under the Cineplex Supplemental Credit and
the principal amount of any Bankers' Acceptances forming part of any
Borrowing under the Cineplex Supplemental Credit which mature and are
satisfied by Cineplex on the date of their maturity shall thereafter
again become available to Cineplex under the Cineplex Supplemental
Credit, all in accordance with the terms of this Agreement; and
(b) Subject to the terms of Sections 3A.06 and 3A.07, the Xxxxx
Supplemental Credit revolves during its entire term so that the
principal amount of any Base Rate Advances or LIBO Advances comprising
any Borrowing under the Xxxxx Supplemental Credit may be repaid and
shall thereafter again become available to Xxxxx under the Xxxxx
Supplemental Credit, all in accordance with the terms of this Agreement.
If either Cineplex or Xxxxx makes a repayment under the Cineplex
Supplemental Credit or Xxxxx Supplemental Credit, Cineplex and Xxxxx
agree that the other will make a repayment at the same time under the
Cineplex Supplemental Credit or Xxxxx Supplemental Credit, as the case
may be, and each repayment will be made such that the Cineplex
Supplemental Credit and the Xxxxx Supplemental Credit are reduced on a
pro rata basis, based on the initial Available Commitment under the
Cineplex Supplemental Credit and the Xxxxx Supplemental Credit.
Section 3A.03
Availment Options
(a) Upon the terms and conditions of this Agreement and
specifically subject to Paragraphs (c), (d) and (e) hereof, each
Cineplex Bank agrees to provide its Bank's Proportion under the Cineplex
Supplemental Credit. The Cineplex Supplemental Credit may be used by
Cineplex, either (i) by requesting a Prime Rate Borrowing, (ii) by
requesting a Base Rate Borrowing, (iii) by requesting a LIBO Borrowing,
(iv) by presenting drafts for acceptance as Bankers' Acceptances or (v)
any combination thereof.
(b) Upon the terms and conditions of this Agreement and
specifically subject to Paragraphs (c), (d) and (e) hereof, each Xxxxx
Bank agrees to provide its Bank's Proportion under the Xxxxx
Supplemental Credit. The Xxxxx Supplemental Credit may be used by
Xxxxx, either (i) by requesting a Base Rate Borrowing, (ii) by
requesting a LIBO Borrowing or (iii) any combination thereof.
(c) Subject to Sections 4.03 and 4.04, each of Cineplex and Xxxxx
agree that they will each severally request or convert a Borrowing under
the Supplemental Credits on the same day as the other requests or
converts a Borrowing under the Supplemental Credits and that the
aggregate of such Borrowings shall be divided on a pro rata basis
between the Cineplex Supplemental Credit and the Xxxxx Supplemental
Credit based on the Available Commitments under the Cineplex
Supplemental Credit and the Xxxxx Supplemental Credit.
(d) Subject to Section 4.04, each of Cineplex and Xxxxx agree
that if either of them requests or converts a LIBO Borrowing under the
Supplemental Credits, the other will agree to request or convert a LIBO
Borrowing under the Supplemental Credits in its pro rata share for the
same Interest Period.
(e) Subject to Section 4.04, each of Cineplex and Xxxxx agree
that if Cineplex requests or converts to a Borrowing under the Cineplex
Supplemental Credit by way of Bankers' Acceptances, Xxxxx shall request
or convert to a LIBO Borrowing under the Xxxxx Supplemental Credit in
its pro rata share for an Interest Period equal to the term to maturity
of such Bankers' Acceptances.
Section 3A.04
Minimum Amounts:
Each Prime Rate Borrowing requested under the Supplemental Credits shall
be in a minimum principal amount of Cdn.$500,000 and in a whole multiple
of Cdn.$100,000 thereafter, each Base Rate Borrowing requested under the
Supplemental Credits shall be in a minimum principal amount of
U.S.$500,000 and in a whole multiple of U.S.$100,000 thereafter and each
LIBO Borrowing requested under the Supplemental Credits shall be in a
minimum principal amount of U.S.$3,000,000 and in a whole multiple of
U.S.$100,000 thereafter.
Where a Borrowing is requested under the Cineplex Supplemental Credit by
way of Bankers' Acceptances, the minimum aggregate principal amount of
such Borrowing shall be Cdn.$3,000,000 and each draft presented for
acceptance by a Cineplex Bank as a Bankers' Acceptance shall be in a
minimum principal amount of Cdn.$100,000 and whole multiples of
Cdn.$100,000 thereafter.
Section 3A.05
Voluntary Reduction of Unused Available Commitment
(a) The unused portion of the Available Commitment under the
Cineplex Supplemental Credit may be permanently reduced or cancelled
without penalty, in inverse order of maturity, at any time in a minimum
principal amount of U.S.$3,000,000 and whole multiples of U.S.$100,000
thereafter by Cineplex by giving to the Agent irrevocable written notice
at least five (5) Business Days prior to the date of such permanent
reduction or cancellation specifying the date for and the amount of such
permanent reduction or cancellation. The Agent shall promptly notify
each Cineplex Bank of the date and amount of such permanent reduction or
cancellation of the Available Commitment under the Cineplex Supplemental
Credit and the Commitment under the Cineplex Supplemental Credit of each
Cineplex Bank shall be irrevocably reduced accordingly in each Bank's
Proportion under the Cineplex Supplemental Credit; and
(b) The unused portion of the Available Commitment under the
Xxxxx Supplemental Credit may be permanently reduced or cancelled
without penalty, in inverse order of maturity, at any time in a minimum
principal amount of U.S.$1,000,000 and whole multiples of U.S.$100,000
thereafter by Xxxxx by giving to the Agent irrevocable written notice at
least five (5) Business Days prior to the date of such permanent
reduction or cancellation specifying the date for and the amount of such
permanent reduction or cancellation. The Agent shall promptly notify
each Xxxxx Bank of the date and amount of such permanent reduction or
cancellation of the Available Commitment under the Xxxxx Supplemental
Credit and the Commitment under the Xxxxx Supplemental Credit of each
Xxxxx Bank shall be irrevocably reduced accordingly in each Bank's
Proportion under the Xxxxx Supplemental Credit.
If either Cineplex or Xxxxx make a voluntary reduction of a
Supplemental Credit, Cineplex and Xxxxx agree that the other will make a
voluntary reduction at the same time under the Cineplex Supplemental
Credit or Xxxxx Supplemental Credit, as the case may be, and each
voluntary reduction will be made such that the Cineplex Supplemental
Credit and the Xxxxx Supplemental Credit are reduced on a pro rata
basis, based on the initial Available Commitment under the Cineplex
Supplemental Credit and the Xxxxx Supplemental Credit.
Section 3A.06
Mandatory Reductions and Prepayments of the Supplemental Credits
(a) The aggregate maximum amount of the Available Commitments
under the Supplemental Credits shall be permanently reduced on December
31, 1998 by:
(I) U.S.$5,000,000, if the Second Tranche Condition Precedent
has been satisfied; or
(ii) U.S.$2,500,000, if the Second Tranche Condition Precedent
has not been satisfied.
Such reduction shall be applied in reduction of the Available
Commitments under the Cineplex Supplemental Credit and Xxxxx
Supplemental Credit on a pro rata basis based on the initial Available
Commitments under the Cineplex Supplemental Credit and the Xxxxx
Supplemental Credit. Cineplex, in the case of the Cineplex Supplemental
Credit, and Xxxxx, in the case of the Xxxxx Supplemental Credit, shall
make any payment required by such reduction to the Agent on behalf of
the Cineplex Banks or the Xxxxx Banks, as the case may be, such that
Aggregate Outstandings under the Cineplex Supplemental Credit or Xxxxx
Supplemental Credit, as the case may be, do not exceed the Available
Commitment under the Cineplex Supplemental Credit or Xxxxx Supplemental
Credit, as the case may be, as so reduced.
(b) On December 31, 1999, the Supplemental Credits and the
Available Commitments of all of the Banks with respect thereto shall be
extinguished and all amounts of any kind or nature whatsoever owing to
any of the Banks or the Agent under or in connection with the
Supplemental Credits by virtue of this Agreement shall be paid in full.
Section 3A.07
Additional Mandatory Reductions: The amounts referred to in Sections
3.12, 3.13 and 3.14 to be applied in permanent reduction of the
Available Commitments under the Cineplex Credit and the Xxxxx Credit
shall, upon the Available Commitments under the Cineplex Credit and the
Xxxxx Credit being reduced to nil, be applied in permanent reduction of
the Available Commitments under the Cineplex Supplemental Credit and
Xxxxx Supplemental Credit on a pro rata basis, based on the initial
Available Commitments under the Cineplex Supplemental Credit and Xxxxx
Supplemental Credit. Such reductions will be applied in inverse order
of maturity. Cineplex, in the case of the Cineplex Supplemental Credit,
and Xxxxx, in the case of the Xxxxx Supplemental Credit, shall make any
payments required by such reductions to the Agent on behalf of the
Cineplex Banks or the Xxxxx Banks, as the case may be, such that
Aggregate Outstandings under the Cineplex Supplemental Credit or Xxxxx
Supplemental Credit, as the case may be, do not exceed the Available
Commitments under the Cineplex Supplemental Credit or Xxxxx Supplemental
Credit, as the case may be, as so reduced.
Section 3A.08
Stand-by Fee: On the tenth day following the last day of March, June,
September and December in each year and on the Maturity Date (or in each
case if such day is not a Business Day, the immediately preceding
Business Day), Cineplex or Xxxxx, as the case may be, shall be liable to
pay and shall pay to the Agent, for the account of each Cineplex Bank or
Xxxxx Bank, as the case may be, in its Bank's Proportion under the
Cineplex Supplemental Credit or Xxxxx Supplemental Credit, as the case
may be, in U.S. Dollars at the Agent's Branch of Account a stand-by fee
in an amount equal to 1/2% per annum calculated on the daily average
unused portion from time to time of the Available Commitments under the
Cineplex Supplemental Credit or Xxxxx Supplemental Credit, as the case
may be (including, for greater certainty, the Second Tranche whether or
not then available to Cineplex or Xxxxx until cancelled). The Agent
shall promptly distribute such payment to each Cineplex Bank or Xxxxx
Bank, as the case may be, in its Bank's Proportion under the Cineplex
Supplemental Credit or Xxxxx Supplemental Credit, as the case may be.
Such stand-by fee shall accrue from day to day from and including the
date the Supplemental Credits are established, shall be payable in
arrears for the actual number of days elapsed and shall be calculated on
the basis of a calendar year.
Section 3A.09
Up-Front Fees: Non-refundable fees in an aggregate amount of US$343,930
divided and payable pro rata amongst the Cineplex Banks and Xxxxx Banks
in accordance with the proportion each such Bank s Commitment in respect
of the Supplemental Credits bears in relation to the Available
Commitments in respect of the Supplemental Credits, have been paid to
such Banks.
Section 3A.10
Applicability of Article Three to Supplemental Credits: Sections
3.05, 3.06, 3.07, 3.08, 3.09, 3.18, 3.19, 3.20 and 3.21 shall apply
mutatis mutandis to the Supplemental Credits as if each reference
therein to the Cineplex Credit was a reference to the Cineplex
Supplemental Credit and each reference therein to the Xxxxx Credit was a
reference to the Xxxxx Supplemental Credit, except that neither Cineplex
nor Xxxxx shall have the right to request or convert to a Borrowing by
way of Letter of Credit. Unless something in the subject matter or
context is inconsistent therewith, the Agent and the Banks in respect of
the Supplemental Credits shall have the benefits of all of the covenants
and conditions and representations and warranties contained in this
Agreement."
Section 5 - Consequential Amendments
(a) Section 4.04 of the Credit Agreement is amended by (i)
inserting after each reference therein to "Section 3.03", the words "or
Section 3A.03, as applicable,", (ii) inserting the following sentence at
the end of the sixth paragraph of Section 4.04: "The Interest Period
for any LIBO Advance under the Supplemental Credits shall not extend
beyond the Maturity Date or the date of any reduction of the Available
Commitment as provided in Sections 3A.06 or 3A.07 so as to prevent any
repayment of a required amount on its due date", and (iii) inserting
after the reference in the eighth paragraph of Section 4.04 to the
"Xxxxx Credit", the words "or Cineplex Supplemental Credit or Xxxxx
Supplemental Credit".
(b) Subsection 4.05(b) of the Credit Agreement is amended by (i)
inserting after the reference therein to "Section 3.14", the words "and
no Bankers' Acceptance issued under the Cineplex Supplemental Credit may
mature on a date later than the Maturity Date or so as to prevent any
repayment of a required amount on the due date as provided in Sections
3A.06 or 3A.07", and (ii) inserting after the reference in the second
sentence to "Cineplex Credit", the words "or Cineplex Supplemental
Credit, as applicable, except that a Bankers Acceptance under the
Cineplex Supplemental Credit may not be converted into a Letter of
Credit".
(c) Subsections 4.05(c) and 4.05(f) of the Credit Agreement are
amended by inserting after each reference therein to "Cineplex Credit",
the words "or Cineplex Supplemental Credit, as the case may be,".
(d) Sections 6.03, 10.03, 11.01 and 11.04 of the Credit Agreement
are amended by inserting after each reference therein to "Xxxxx Credit",
the words "or Cineplex Supplemental Credit or Xxxxx Supplemental
Credit".
(e) Subsection 1.01 (pp)(vi) of the Credit Agreement is amended by
inserting after the reference therein to "3.17", the words "and 3A.09".
(f) Section 3.02 of the Credit Agreement is amended by inserting
after the word "repayment" in the first line of the last paragraph
thereof, the words "under the Cineplex Credit or Xxxxx Credit".
(g) Section 3.03 of the Credit Agreement is amended by (i)
inserting after each reference in Subsections (d) and (e) thereof to
"Borrowing", the words "under the Original Credits", (ii) inserting
after the reference to "Borrowing" in the second line of Subsection (f)
thereof, the words "under the Cineplex Credit", and (iii) inserting
after the reference to "LIBO Borrowing" in Subsection (f) thereof, the
words "under the Xxxxx Credit".
(h) Section 3.04 of the Credit Agreement is amended by (i)
inserting after each reference in the first paragraph thereof to
"requested", the words "under the Original Credits", and (ii) inserting
after the reference in the second paragraph thereof to "requested", the
words "under the Cineplex Credit".
(i) Section 3.10 of the Credit Agreement is amended by inserting after
the word "reduction" in the first line of the last paragraph thereof,
the words "under the Cineplex Credit or Xxxxx Credit".
(j) The heading of Section 6.02 of the Credit Agreement is amended
by deleting the word "either" and replacing it with "any".
(k) Section 10.08 of the Credit Agreement is amended by (i)
deleting each reference therein to "Bank s Proportion", and replacing it
with reference to "Bank s Aggregate Proportion", and (ii) deleting the
words "under the Cineplex Credit or Xxxxx Credit, as the case may be,"
as they appear immediately following the second reference in such
Section to "Bank s Proportion".
(l) Section 10.09 of the Credit Agreement is amended so that it
reads as follows:
"Section 10.09 Sharing Among the Banks: The Cineplex Banks and Xxxxx
Banks agree among themselves that, except as otherwise provided for in
this Agreement:
(a) All sums received by a Cineplex Bank or Xxxxx Bank, as
the case may be, relating to this Agreement or by virtue of the Security
Documents whether received by voluntary payment, by the exercise of the
right of set-off or compensation or by counterclaim, cross-action or as
proceeds of realization of any security or otherwise, shall be divided
and applied pro rata between the Original Credits and the Supplemental
Credits, based upon the Aggregate Outstandings under the Original
Credits and the Aggregate Outstandings under the Supplemental Credits.
(b) The amounts applied to the Original Credits pursuant to
Section 10.09(a) above shall be divided and applied between the Cineplex
Credit and the Xxxxx Credit so that the Aggregate Outstandings under
each of the Cineplex Credit and the Xxxxx Credit will be, after
distribution of such amounts, in the same proportions to each other as
the initial Available Commitments under each such Credit are to the
other. The amounts applied to the Supplemental Credits pursuant to
Section 10.09(a) above shall be divided and applied between the Cineplex
Supplemental Credit and the Xxxxx Supplemental Credit so that the
Aggregate Outstandings under each of the Cineplex Supplemental Credit
and the Xxxxx Supplemental Credit will be, after distribution of such
amounts, in the same proportions to each other as the initial Available
Commitments under each such Credit are to the other.
(c) The amounts applied to each of the Credits pursuant to
Section 10.09(b) above shall be shared by each Cineplex Bank or Xxxxx
Bank, as the case may be, so that the Aggregate Outstandings of each
such Bank under such Credit will be, after distribution of such amounts,
in each such Bank s Proportion under such Credit.
(d) Each Cineplex Bank and Xxxxx Bank undertakes to do all
such things as may be reasonably required to give full effect to this
Section 10.09."
(n) The Credit Agreement is amended by adding as Exhibit 1 to the
Credit Agreement, Exhibit 1 attached hereto.
(o) Schedules "O" and "U" to the Credit Agreement shall apply,
with the necessary modifications, to drawdowns and assignments,
respectively, in respect of the Supplemental Credits. Cineplex and
Xxxxx shall specify in each notice of drawdown the Credit under which
the Borrowing is requested.
Section 6 - Confirmations With Respect to Guarantees and Security
Documents
(a) Cineplex, Xxxxx and each of the Guarantors confirms and agrees
that (i) the defined term "Guaranteed Liabilities" in each of the
Guarantee dated 23 June 1994 executed by Cineplex (the "Cineplex
Guarantee") and the Guarantee dated 15 December 1995 executed by
Cineplex Quebec (the "Cineplex Quebec Guarantee") includes, in the case
of the Cineplex Guarantee, the obligations from time to time of Xxxxx
in respect of the Xxxxx Supplemental Credit and, in the case of the
Cineplex Quebec Guarantee, the obligations from time to time of Cineplex
(A) in respect of the Cineplex Supplemental Credit and (B), pursuant to
the Cineplex Guarantee, in respect of the Xxxxx Supplemental Credit, and
(ii) the defined terms "Secured Obligations", "Obligations Secured" or
"Obligations" (as used to define the obligations secured by each
Security Document) in the Security Documents executed by Cineplex and
Cineplex Quebec includes, in the case of the Security Documents executed
by Cineplex, the obligations from time to time of Cineplex in respect of
the Cineplex Supplemental Credit and the "Guaranteed Liabilities" under
the Cineplex Guarantee described in (i) above and, in the case of the
Security Documents executed by Cineplex Quebec, the "Guaranteed
Liabilities" under the Cineplex Quebec Guarantee described in (i) above.
(b) Cineplex, Xxxxx and each of the Guarantors confirms and agrees
that (i) the term "Guaranteed Obligations" in each of the Guarantee
dated 23 June 1994 executed by Xxxxx (the "Xxxxx Guarantee") and the
Guarantee dated 23 June 1994 executed by RKO Century Warner Theatres,
Inc., The Xxxxxx Xxxxx Organization, Inc., Xxxxx Southern Theatres, Inc.
and Xxxxxxx Theatre Corporation (collectively, the "U.S. Subsidiaries")
(the "U.S. Subsidiaries Guarantee") includes, in the case of the Xxxxx
Guarantee, the obligations from time to time of Cineplex in respect of
the Cineplex Supplemental Credit and, in the case of the U.S.
Subsidiaries Guarantee, the obligations from time to time of Cineplex
and Xxxxx in respect of the Cineplex Supplemental Credit and Xxxxx
Supplemental Credit, respectively, and (ii) the defined term "Secured
Obligations" in the Security Documents executed by Xxxxx and the U.S.
Subsidiaries includes, in the case of the Security Documents executed by
Xxxxx, the obligations from time to time of Xxxxx in respect of the
Xxxxx Supplemental Credit and the "Guaranteed Obligations" under the
Xxxxx Guarantee described in (i) above and, in the case of the Security
Documents executed by the U.S. Subsidiaries, the "Guaranteed
Obligations" under the U.S. Subsidiaries Guarantee described in (i)
above.
(c) The foregoing shall not limit or restrict in any way the
Guarantees or Security Documents referred to in (a) and (b) above.
Section 7 - Confirmation With Respect to Inter-Lender Agreement
The parties confirm and agree that the defined term "Aggregate
Secured Obligations" in the inter-lender and collateral agency agreement
dated 23 June 1994 amongst certain of the parties hereto (the "Inter-
Lender Agreement") includes the obligations of Cineplex and Xxxxx from
time to time in respect of the Cineplex Supplemental Credit and Xxxxx
Supplemental Credit and such obligations shall be secured pari passu by
the Joint Security (as defined in the Inter-Lender Agreement) with the
other Aggregate Secured Obligations in accordance with the terms of the
Inter-Lender Agreement.
Section 8 - Deferral of Mandatory Reductions of Cineplex Credit and
Xxxxx Credit
The reductions of the aggregate amounts of the Available
Commitments under the Cineplex Credit and Xxxxx Credit on December 31,
1997 in the amounts of U.S.$7,878,787.88 and U.S.$2,121,212.12,
respectively, pursuant to Section 3.11 of the Credit Agreement, shall be
deferred to December 31, 1998, subject to fulfilment on or before
December 31, 1997, of the condition precedent that Cineplex and Xxxxx
shall have entered into binding and enforceable agreements with Sony
Pictures Entertainment Inc. to complete the proposed merger of Cineplex
and Xxxxx with Sony s Loews Theatre chain, on terms satisfactory to the
Majority Banks acting reasonably.
Section 9 - Conditions Precedent to Effectiveness of this Amendment
Agreement
This Tenth Amendment Agreement shall only become effective and
binding on the Agent, the Banks, the Collateral Agent, the Swap Lenders
and the Operating Lender upon satisfaction of the following conditions
precedent:
(a) Agreement: The Agent shall have received this Agreement
executed by Cineplex, Xxxxx, the Guarantors, the Nominees, the Agent,
the Collateral Agent, the Swap Lenders, the Operating Lender and each
Bank.
(b) Legal Opinion of Counsel to Cineplex, Xxxxx and the Restricted
Subsidiaries: The Agent shall have received opinions of Canadian and
U.S. counsel to Cineplex, Xxxxx and the Restricted Subsidiaries and
addressed to the Agent, the Banks and the Banks' counsel, in the form
and substance of the opinions agreed upon between the parties hereto.
(c) Corporate Proceedings of Cineplex, Xxxxx and the Restricted
Subsidiaries: The Agent shall have received, certified by a Responsible
Officer or the Secretary of Cineplex, Xxxxx or the Restricted
Subsidiaries, as the case may be:
(i) documents representing corporate action taken by
Cineplex, Xxxxx and the Restricted Subsidiaries authorizing the
execution, delivery and performance of this Agreement and all other
documents required to be executed and delivered by Cineplex, Xxxxx and
the Restricted Subsidiaries hereunder;
(ii) copies of the charter documents, the general borrowing
by-law (if any) and an extract of the relevant execution of documents
provisions of the by-laws of Cineplex, Xxxxx and the Restricted
Subsidiaries, or a certificate certifying that such documents previously
delivered to the Agent are in full force and effect, unamended and that
no proceedings have been taken or are pending to amend, surrender or
cancel same; and
(iii) a certificate as to the incumbency and signature of
the officers of Cineplex, Xxxxx and the Restricted Subsidiaries
executing on behalf of Cineplex, Xxxxx and the Restricted Subsidiaries
this Agreement and any certificate or other document to be delivered
pursuant hereto.
(d) Hypothec Amendments: The Agent shall have received
modification and amendment agreements with respect to each of the deeds
of movable hypothec previously granted by Cineplex and Cineplex Quebec,
duly executed by Cineplex and Cineplex Quebec, in the form and substance
agreed upon between the parties hereto.
(e) Other Documents: The Agent shall have received such other
documents as the Banks may reasonably require.
All documents, agreements and opinions shall be in form and substance
satisfactory to the Agent and the Banks.
Section 10 - Representations and Warranties
To induce the Agent, the Banks, the Collateral Agent, the Swap
Lenders and the Operating Lender to enter into this Agreement, Cineplex
and Xxxxx hereby make the following representations and warranties to
each of the Banks, the Agent, the Collateral Agent, the Swap Lenders and
the Operating Lender:
(a) Corporate Existence: Cineplex, Xxxxx, and each Restricted
Subsidiary is a corporation duly incorporated, organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation.
(b) Power; Authorization; Enforceable Obligations: Cineplex,
Xxxxx and each Restricted Subsidiary has the power and authority and the
legal right to make, deliver and perform this Agreement and has taken
all necessary corporate action to authorize the execution, delivery and
performance of this Agreement. Except to the extent that non-compliance
would not affect materially the ability of Cineplex, Xxxxx or any
Restricted Subsidiary to perform its obligations under this Agreement,
no consent or authorization of, filing with, or other act by or in
respect of any Governmental Authority, is required in connection with
the execution, delivery, performance, validity or enforceability of this
Agreement. This Agreement has been duly executed and delivered on
behalf of Cineplex, Xxxxx and each such Restricted Subsidiary and
constitutes a legal, valid and binding obligation of Cineplex, Xxxxx and
each such Restricted Subsidiary, enforceable against such party in
accordance with its terms subject to applicable laws relating to
bankruptcy, insolvency and other similar laws affecting creditors'
rights generally and to the fact that specific performance and other
equitable remedies are subject to the discretion of a court.
(c) No Legal Bar: The execution, delivery and performance of this
Agreement will not violate any Requirement of Law or any material
Contractual Obligation of Cineplex, Xxxxx or any Restricted Subsidiary
except to the extent that any such violation would not adversely affect
the ability of Cineplex or Xxxxx to perform its obligations hereunder
and does not result in, or require, the creation or imposition of any
Lien in violation of the provisions of Section 8.02 of the Credit
Agreement on any of the properties or revenues of Cineplex, Xxxxx or any
Restricted Subsidiary pursuant to any Requirement of Law or Contractual
Obligation.
(d) No Material Litigation: Except as disclosed to the Agent and
the Banks in writing prior to the date of this Agreement and accepted by
the Agent and the Banks, no material litigation, investigation or
proceeding of or before an arbitrator or Governmental Authority is
pending or, to the knowledge of Cineplex or Xxxxx or after due and
diligent investigation, threatened against Cineplex, Xxxxx, any
Subsidiary or any Related Party or against any of its or their
properties or revenues which if decided against Cineplex, Xxxxx, any
Subsidiary or any Related Party could have a material adverse effect on
the business, affairs or operations of Cineplex on a consolidated basis
or with respect to this Agreement, the Credit Agreement or any of the
Security Documents or any of the transactions contemplated hereby or
thereby.
(e) No Default: Except as disclosed to the Agent and the Banks in
writing prior to the date of this Agreement and accepted by the Agent
and the Banks, neither Cineplex, Xxxxx, any Subsidiary nor any Related
Party is in default under or with respect to any Contractual Obligation
in any respect which would be materially adverse to the consolidated
business, operations, property or financial or other condition of
Cineplex or which would materially and adversely affect Cineplex's,
Xxxxx'x or any Restricted Subsidiary's ability to perform its
obligations under this Agreement, the Credit Agreement or any of the
Security Documents. All of the representations and warranties contained
in the Credit Agreement and the Security Documents are true and correct
on the date hereof as if made on the date hereof and no Default or Event
of Default has occurred and is continuing or will result from the
execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby.
(f) U.S. Federal Reserve Regulations: No part of the proceeds of
the Cineplex Supplemental Credit or the Xxxxx Supplemental Credit will
be used, either directly or indirectly, for "purchasing" or "carrying"
"margin stock" within the respective meanings of each of the quoted
terms under Regulation U of the Board of Governors of the Federal
Reserve System of the United States of America as now and from time to
time hereafter in effect or for any purpose which violates, or which
would be inconsistent with, the provisions of the Regulations of such
Board of Governors.
(g) Violation of Agreements: None of the execution and delivery
of this Agreement, the consummation or implementation of the
transactions contemplated thereby, nor compliance with or performance of
the terms and conditions thereof: (i) conflicts with, results in a
breach or violation of, or constitutes a default under any of the terms,
conditions or provisions of the Senior Subordinated Indenture or the
intercreditor agreement dated 23 June 1994 by and among Coca-Cola
Financial Corporation and The Bank of Nova Scotia, acting in various
capacities (the "Coca-Cola Agreement"), or (ii) requires any consent or
authorization of, or notification to or filing with, or other act by or
in respect of any person under the Senior Subordinated Indenture or
Coca-Cola Agreement, or (iii) results in the creation or imposition of
(or the obligation to create or impose) any Lien upon any of the
properties or assets of Cineplex, Xxxxx or any Guarantor pursuant to the
terms of the Senior Subordinated Indenture or Coca-Cola Agreement.
(h) Subordination of Subordinated Debt: The Borrowings, including
Borrowings under the Supplemental Credits, and all other amounts owing
to the Agent and the Banks under the Credit Agreement and the Security
Documents, including in respect of the Supplemental Credits, and all
renewals, deferrals, amendments, modifications, extensions, refundings
or refinancings of any of the foregoing constitute "Senior Indebtedness"
as provided for and defined in the Senior Subordinated Indenture.
In addition to and not in limitation of the foregoing
(i) the Credit Agreement (as amended by this Agreement) and
the letter loan agreement set out in Schedule "N" attached to the Credit
Agreement together constitute the credit agreement representing the "New
Bank Credit Facilities" referred to in the Senior Subordinated Indenture
and the Agent and Banks are entitled to all of the benefits of being
"holders of Senior Indebtedness" under the "New Bank Credit Facilities"
pursuant to the terms of the Senior Subordinated Indenture; and
(ii) the Agent and the Banks in respect of Borrowings,
including Borrowings under the Supplemental Credits, shall be entitled
to all of the rights of a holder of "Senior Indebtedness" as such term
is defined in the Senior Subordinated Indenture pursuant to the terms of
the Senior Subordinated Indenture.
The representations and warranties made in this Agreement shall
survive the execution of this Agreement and all other agreements
provided for or contemplated hereby and each of the representations and
warranties shall be deemed to be repeated as of each Borrowing
(including, without limitation, each conversion and continuation of an
Advance) unless otherwise specified in such representation and warranty,
and the Banks shall be deemed to have relied upon such representations
and warranties at each such time.
In addition to the foregoing representations and warranties, each
of Cineplex and Xxxxx represent and warrant that Xxxxxxx Theatre
Corporation has no property or assets and is in the process of being
dissolved. Upon its dissolution, Cineplex and Xxxxx will cause to be
delivered to the Agent evidence of its dissolution.
Section 11 - Indebtedness relating to Cavendish Theatre.
Reference is made to the Second Amendment Agreement made as of 31
March 1995 between the parties hereto and certain other persons, which
permitted Cineplex to incur the Cavendish Debt (as defined in the Second
Amendment Agreement) up to Cdn. $900,000. Section 4 of the Second
Amendment Agreement is amended by deleting the reference therein to Cdn.
$900,000 and replacing it with reference to Cdn. $975,126. The Banks
further agree that the security granted to the Landlord (as defined in
the Second Amendment Agreement) to secure the payment of the Cavendish
Debt, to the extent only that such security relates to the furniture,
fixtures and equipment located in the Cavendish Theatre, shall be
Permitted Liens within Section 1.01(www)(ix) of the Credit Agreement.
Section 12 - Confirmation and Acknowledgment
Cineplex, Xxxxx, each of the Guarantors and each of the Nominees
hereby acknowledges and consents to the entering into of this Agreement
and the matters dealt with herein and the transactions contemplated
hereby and acknowledges and agrees that the Guarantee and Security
Documents and all other agreements and documents including undertakings
and indemnities to which it is a party are in full force and effect as
at the date hereof and shall continue in full force and effect in
accordance with their respective terms and secure the payment and/or
performance by Cineplex, Xxxxx or such Guarantor, as applicable, of its
obligations under or in connection with the Credit Agreement, the
Guarantee or the Security Documents, as the case may be, as supplemented
and amended by this Agreement.
Section 13 - Direction to Agent
Each of the Banks hereby authorizes and directs the Agent to
execute on its behalf all of the documents and instruments contemplated
by this Agreement and all documentation that may be necessary or
incidental thereto to give effect to this Agreement.
Section 14 - Continuing Effect of Agreements
Except as amended by this Agreement, the Credit Agreement, the
Operating Credit Agreement and the Inter-Lender Agreement shall remain
in full force and effect, without amendment, and each is hereby ratified
and confirmed.
Section 15 - Counterparts
This Agreement may be executed in any number of counterparts and
all such counterparts taken together shall be deemed to constitute one
and the same instrument and shall be effective on the date when each of
the parties hereto has signed a copy hereof and shall have delivered the
same to the Agent.
Section 16 - Expenses
Reasonable costs and expenses incurred by the Agent and the Banks
in connection with this Agreement and the transactions contemplated
hereby (including reasonable fees and expenses of counsel for the Agent
and the Banks), whether or not Advances are made under the Supplemental
Credits, shall be for the account of Cineplex and Xxxxx.
Section 17 - Further Assurances
Cineplex, Xxxxx, each of the Guarantors and each of the Nominees
shall, at the request of the Agent, do all such further acts and execute
and deliver all such further documents as may, in the reasonable opinion
of the Agent, be necessary or desirable in order to fully perform and
carry out the purpose and intent of this Agreement.
Section 18 - Governing Law
This Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of Canada
applicable in Ontario.
EXECUTED AND EFFECTIVE as of the date first written above.
THE BANKS
THE BANK OF NOVA SCOTIA
By: Xxx Xxxxxx
Name: Xxx Xxxxxx
Title:
NATIONAL BANK OF CANADA
By: Xxxxx Xxxxx and Xxxx Xxxxx
Name: Xxxxx Xxxxx and Xxxx Xxxxx
Title: Manager and Manager
THE BANK OF NEW YORK
By: Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
ROYAL BANK OF CANADA
By: X. Xxxxxx
Name: X. Xxxxxx
Title: Sr. Mgr.
THE BANK OF NOVA SCOTIA, as Agent
By: X.X. Xxxxxxxx
Name: X.X. Xxxxxxxx
Title:
THE BANK OF NOVA SCOTIA, as Operating Lender
By: X.X. Xxxxxxxx
Name: X.X. Xxxxxxxx
Title:
THE BANK OF NOVA SCOTIA, as Collateral Agent
By: Xxx Xxxx
Name: Xxx Xxxx
Title:
THE BANK OF NOVA SCOTIA, as Swap Lender
By: Xxx Xxxx
Name: Xxx Xxxx
Title:
NATIONAL BANK OF CANADA, as Swap Lender
By: Xxxxx Xxxxx and Xxxx Xxxxx
Name: Xxxxx Xxxxx and Xxxx Xxxxx
Title: Manager and Manager
THE BORROWERS
CINEPLEX ODEON CORPORATION
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXX THEATRES, INC.
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
EACH OF THE UNDERSIGNED hereby acknowledges and agrees to and accepts
the terms and conditions set forth in this Agreement as of the date
first written above.
THE GUARANTORS
CINEPLEX ODEON CORPORATION
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXX THEATRES, INC.
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
RKO CENTURY WARNER THEATRES, INC.
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
THE XXXXXX XXXXX ORGANIZATION, INC.
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXX SOUTHERN THEATRES, INC.
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXXXX THEATRE CORPORATION
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
CINEPLEX ODEON (QUEBEC) INC.
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
THE NOMINEES
796278 ONTARIO LIMITED
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
796279 ONTARIO LIMITED
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
619918 ONTARIO INC.
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
