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EXHIBIT 4.7
AMENDED AND RESTATED
AGREEMENT WITH RESPECT TO REGISTRATION RIGHTS
THIS AGREEMENT is entered into as of May 13, 1997 by and among
Hollywood Theater Holdings, Inc., a Delaware corporation (the "Company"),
Stratford Capital Partners, L.P., a Texas limited partnership ("Stratford"),
Precept Investors, Inc., a Texas corporation ("Precept"), The Beacon Group III
- Focus Value Fund, L.P. ("Beacon"), ▇▇▇▇ Communications Partners, L.P., a
Delaware limited partnership ("HCP"), HCP Capital Fund, L.P., a Delaware
limited partnership ("HCF") and HCP 1997 Authorized Employee Fund, L.P., a
Delaware limited partnership ("HAE") ("HCP" and "HCF" together with "HAE", the
"▇▇▇▇ Entities").
WITNESSETH:
WHEREAS, the Company, Stratford and Precept have entered into that
certain Amended and Restated Registration Rights Agreement, dated as of October
3, 1996 (the "Stratford Agreement") whereby the holders of "Registrable
Securities" (as defined in the Stratford Agreement) (the "Stratford
Registrable Securities") are entitled to certain registration rights (the
"Stratford Registration Rights");
WHEREAS, the Company, Hollywood and Beacon have entered into that
certain Registration Rights Agreement, dated as of October 3, 1996 (the "Beacon
Agreement") whereby the holders of "Registrable Securities" (as defined in the
Beacon Agreement) (the "Beacon Registrable Securities") are entitled to certain
registration rights (the "Beacon Registration Rights");
WHEREAS, the Company and the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust
("▇▇▇▇▇▇▇") have entered into that certain Registration Rights Agreement, dated
as of November 1, 1996 (the "▇▇▇▇▇▇▇ Agreement") and attached hereto as Exhibit
A, whereby the holders of "Registrable Securities" (as defined in the ▇▇▇▇▇▇▇
Agreement) (the "▇▇▇▇▇▇▇ Registrable Securities") are entitled to certain
registration rights (the "▇▇▇▇▇▇▇ Registration Rights");
WHEREAS, the Company and the ▇▇▇▇ Entities have entered into that
certain Registration Rights Agreement, dated as of May 8, 1997 (the "▇▇▇▇
Agreement") whereby the holders of "Registrable Securities" (as defined in the
▇▇▇▇ Agreement) (the "▇▇▇▇ Registrable Securities") are entitled to certain
registration rights (the "▇▇▇▇ Registration Rights");
WHEREAS, Durwood's Registration Rights under the ▇▇▇▇▇▇▇ Agreement
conflict in certain respects with the Stratford Registration Rights, the Beacon
Registration Rights and the ▇▇▇▇ Registration Rights;
WHEREAS, certain provisions of the Stratford Agreement, the Beacon
Agreement and the ▇▇▇▇ Agreement are internally inconsistent;
WHEREAS, the Company, Stratford, Precept, Beacon and the ▇▇▇▇ Entities
desire to resolve such conflicts and inconsistencies and, accordingly, desire
to enter into this Agreement;
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NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations hereinafter set forth, the parties hereto hereby
agree as follows:
1. Notwithstanding anything to the contrary contained in either
the Stratford Agreement, the Beacon Agreement or the ▇▇▇▇ Agreement, in the
case of an IPO (as defined in each of the above referenced agreements), to the
extent that "Piggyback Rights" under the ▇▇▇▇▇▇▇ Agreement are exercised by
▇▇▇▇▇▇▇ or another holder of ▇▇▇▇▇▇▇ Registrable Securities in connection with
an IPO and the cutback provisions of Section 2.1(d) of the ▇▇▇▇▇▇▇ Agreement
conflict with Section 2.2(d) of the Stratford Agreement, Section 2.2(d) of the
Beacon Agreement and/or Section 2.2(d) of the ▇▇▇▇ Agreement, the cutback
provisions of Section 2.1(d) of the ▇▇▇▇▇▇▇ Agreement will govern the piggyback
rights of all holders of the ▇▇▇▇▇▇▇ Registrable Securities, Stratford
Registrable Securities, Beacon Registrable Securities and ▇▇▇▇ Registrable
Securities in connection with such IPO. For purposes of this paragraph 1, the
▇▇▇▇ Registrable Securities shall be deemed "Investor Registrable Securities"
and the ▇▇▇▇ Entities shall be deemed "Investor Holders" for purposes of
Section 2.1(d) of the ▇▇▇▇▇▇▇ Agreement.
2. Notwithstanding anything to the contrary contained in either
the Stratford Agreement, the Beacon Agreement or the ▇▇▇▇ Agreement, to the
extent that (i) ▇▇▇▇▇▇▇ exercises the "Demand Registration" rights provided for
in Section 2.2 of the ▇▇▇▇▇▇▇ Agreement in the context of an underwritten
offering, (ii) a holder or holders of Stratford Registrable Securities, Beacon
Registrable Securities or ▇▇▇▇ Registrable Securities exercises the piggyback
rights provided for in such agreement(s) and (iii) the managing underwriter
advises the Company that, in its opinion, the number of securities requested to
be included in the registration exceeds the number which can be sold in such
offering at a price reasonable to ▇▇▇▇▇▇▇, then the Company will include in
such registration, first, the ▇▇▇▇▇▇▇ Registrable Securities to the extent, but
only to the extent that registration is being requested under Section 2.2 of
the ▇▇▇▇▇▇▇ Agreement, second, the Stratford Registrable Securities, the Beacon
Registrable Securities and the ▇▇▇▇ Registrable Securities, to be included in
such registration to the extent of the number and type which the Company is so
advised can be sold in (or during the time of such offering), pro rata among
the holders of the Stratford Registrable Securities, the Beacon Registrable
Securities and the ▇▇▇▇ Registrable Securities participating in such offering
in accordance with the number of "Conversion Shares" (as defined in the
Stratford Agreement, the Beacon Agreement and the ▇▇▇▇ Agreement) held by each
of Stratford, Beacon, Precept and the ▇▇▇▇ Entities, and third, all other
securities of the Company to be extent of the number and type which the Company
is so advised can be sold in (or during the time of) such offering.
3. Subject to the provisions of paragraph 1 above and
notwithstanding anything to the contrary contained in either the Stratford
Agreement, the Beacon Agreement or the ▇▇▇▇ Agreement, to the extent that (i) a
holder or holders of Stratford Registrable Securities exercises the "Demand
Registration" rights provided for in Section 2.1 of the Stratford Agreement in
the context of an underwritten offering, (ii) a holder or holders of Beacon
Registrable Securities or ▇▇▇▇ Registrable Securities exercises the piggyback
rights provided for in the Beacon Agreement or the ▇▇▇▇ Agreement, as the case
may be, and (iii) the managing underwriter advises the Company by letter of its
belief that the number of securities requested to be included in the
registration would
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materially affect such offering, then the Company will include in such
registration, first, Stratford Registrable Securities to the extent, but only
to the extent that registration is being requested under Section 2.1 of the
Stratford Agreement, second, the securities proposed by the Company to be sold
for its own account, third, the Beacon Registrable Securities and ▇▇▇▇
Registrable Shares to be included in such registration to the extent of the
number and type which the Company is advised can be sold in (and during the
time of) such offering, pro rata among the holders of the Beacon Registrable
Shares and ▇▇▇▇ Registrable Shares participating in such offering in accordance
with the number of "Conversion Shares" (as defined in the Beacon Agreement and
the ▇▇▇▇ Agreement) held by each of Beacon and the ▇▇▇▇ Entities, and fourth,
all other securities of the Company to be included in such registration to the
extent of the number and type which the Company is so advised can be sold in
(or during the time of) such offering.
4. Subject to the provisions of paragraph 1 above and
notwithstanding anything to the contrary contained in either the Stratford
Agreement, the Beacon Agreement and ▇▇▇▇ Agreement, to the extent that (i) a
holder or holders of Stratford Registrable Securities exercises the "Piggyback
Registration" rights provided for in Section 2.2 of the Stratford Agreement in
the context of an underwritten offering, (ii) a holder or holders of Beacon
Registrable Securities or ▇▇▇▇ Registrable Shares exercise the piggyback rights
provided for in the Beacon Agreement or the ▇▇▇▇ Agreement, as the case may be,
and (iii) the managing underwriter advises the Company by letter of its belief
that the number of securities requested to be included in the registration
would materially affect such offering, then the Company will include in such
registration, first, the securities proposed by the Company to be sold for its
own account, second, Beacon Registrable Securities or ▇▇▇▇ Registrable
Securities to the extent, but only to the extent that registration is being
requested under Section 2.1 of the Beacon Agreement or Section 2.1 of the ▇▇▇▇
Agreement, as the case may be, third, the Beacon Registrable Securities, the
Stratford Registrable Securities and the ▇▇▇▇ Registrable Securities to be
included in such registration to the extent of the number and type which the
Company is advised can be sold in (and during the time of) such offering, pro
rata among the holders of the Beacon Registrable Securities, the Stratford
Registrable Securities and the ▇▇▇▇ Registrable Securities participating in
such offering in accordance with the number of "Conversion Shares" (as defined
in the Beacon Agreement, Stratford Agreement and ▇▇▇▇ Agreement) held by each
of Beacon, Stratford, Precept and the ▇▇▇▇ Entities, and fourth, all other
securities of the Company to be included in such registration to the extent of
the number and type which the Company is so advised can be sold in (or during
the time of) such offering.
5. Subject to the provisions of paragraph 1 above and
notwithstanding anything to the contrary contained in either the Stratford
Agreement, the Beacon Agreement and ▇▇▇▇ Agreement, to the extent that (i) a
holder or holders of Beacon Registrable Securities exercises the "Demand
Registration" rights provided for in Section 2.1 of the Beacon Agreement in the
context of an underwritten offering, (ii) a holder or holders of Stratford
Registrable Securities or ▇▇▇▇ Registrable Shares exercise the piggyback rights
provided for in the Stratford Agreement or the ▇▇▇▇ Agreement, as the case may
be, and (iii) the managing underwriter advises the Company by letter of its
belief that the number of securities requested to be included in the
registration would materially affect such offering, then the Company will
include in such registration, first, Beacon Registrable Securities to the
extent, but only to the extent that registration is being requested under
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Section 2.1 of the Beacon Agreement, second, the securities proposed by the
Company to be sold for its own account, third, the Stratford Registrable
Securities and the ▇▇▇▇ Registrable Securities to be included in such
registration to the extent of the number and type which the Company is advised
can be sold in (and during the time of) such offering, pro rata among the
holders of the Stratford Registrable Securities and the ▇▇▇▇ Registrable
Securities participating in such offering in accordance with the number of
"Conversion Shares" (as defined in the Stratford Agreement and ▇▇▇▇ Agreement)
held by each of Stratford, Precept and the ▇▇▇▇ Entities, and fourth, all other
securities of the Company to be included in such registration to the extent of
the number and type which the Company is so advised can be sold in (or during
the time of) such offering.
6. Subject to the provisions of paragraph 1 above and
notwithstanding anything to the contrary contained in either the Stratford
Agreement, the Beacon Agreement and ▇▇▇▇ Agreement, to the extent that (i) a
holder or holders of Beacon Registrable Securities exercises the "Piggyback
Registration" rights provided for in Section 2.2 of the Beacon Agreement in the
context of an underwritten offering, (ii) a holder or holders of Stratford
Registrable Securities or ▇▇▇▇ Registrable Shares exercise the piggyback rights
provided for in the Stratford Agreement or the ▇▇▇▇ Agreement, as the case may
be, and (iii) the managing underwriter advises the Company by letter of its
belief that the number of securities requested to be included in the
registration would materially affect such offering, then the Company will
include in such registration, first, the securities proposed by the Company to
be sold for its own account, second, Stratford Registrable Securities or ▇▇▇▇
Registrable Securities to the extent, but only to the extent that registration
is being requested under Section 2.1 of the Stratford Agreement or Section 2.1
of the ▇▇▇▇ Agreement, as the case may be, third, the Beacon Registrable
Securities, the Stratford Registrable Securities and the ▇▇▇▇ Registrable
Securities to be included in such registration to the extent of the number and
type which the Company is advised can be sold in (and during the time of) such
offering, pro rata among the holders of the Beacon Registrable Securities, the
Stratford Registrable Securities and the ▇▇▇▇ Registrable Securities
participating in such offering in accordance with the number of "Conversion
Shares" (as defined in the Beacon Agreement, Stratford Agreement and ▇▇▇▇
Agreement) held by each of Beacon, Stratford, Precept and the ▇▇▇▇ Entities,
and fourth, all other securities of the Company to be included in such
registration to the extent of the number and type which the Company is so
advised can be sold in (or during the time of) such offering.
7. Subject to the provisions of paragraph 1 above and
notwithstanding anything to the contrary contained in either the Stratford
Agreement, the Beacon Agreement and ▇▇▇▇ Agreement, to the extent that (i) a
holder or holders of ▇▇▇▇ Registrable Securities exercises the "Demand
Registration" rights provided for in Section 2.1 of the ▇▇▇▇ Agreement or in
the context of an underwritten offering, (ii) a holder or holders of Stratford
Registrable Securities or Beacon Registrable Shares exercise the piggyback
rights provided for in the Stratford Agreement or the Beacon Agreement, as the
case may be, and (iii) the managing underwriter advises the Company by letter
of its belief that the number of securities requested to be included in the
registration would materially affect such offering, then the Company will
include in such registration, first, ▇▇▇▇ Registrable Securities to the extent,
but only to the extent that registration is being requested under Section 2.1
of the ▇▇▇▇ Agreement, second, the securities proposed by the Company to be
sold for its own account, third, the Stratford Registrable Securities and the
Beacon Registrable Securities to
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be included in such registration to the extent of the number and type which the
Company is advised can be sold in (and during the time of) such offering, pro
rata among the holders of the Stratford Registrable Securities and the Beacon
Registrable Securities participating in such offering in accordance with the
number of "Conversion Shares" (as defined in the Stratford Agreement and
Beacon Agreement) held by each of Stratford, Precept and Beacon, and fourth,
all other securities of the Company to be included in such registration to the
extent of the number and type which the Company is so advised can be sold in
(or during the time of) such offering.
8. Subject to the provisions of paragraph 1 above and
notwithstanding anything to the contrary contained in either the Stratford
Agreement, the Beacon Agreement and ▇▇▇▇ Agreement, to the extent that (i) a
holder or holders of ▇▇▇▇ Registrable Securities exercises the "Piggyback
Registration" rights provided for in Section 2.2 of the ▇▇▇▇ Agreement in the
context of an underwritten offering, (ii) a holder or holders of Stratford
Registrable Securities or Beacon Registrable Shares exercise the piggyback
rights provided for in the Stratford Agreement or the Beacon Agreement, as the
case may be, and (iii) the managing underwriter advises the Company by letter
of its belief that the number of securities requested to be included in the
registration would materially affect such offering, then the Company will
include in such registration, first, the securities proposed by the Company to
be sold for its own account, second, Stratford Registrable Securities or Beacon
Registrable Securities to the extent, but only to the extent that registration
is being requested under Section 2.1 of the Stratford Agreement or Section 2.1
of the Beacon Agreement, as the case may be, third, the Beacon Registrable
Securities, the Stratford Registrable Securities and the ▇▇▇▇ Registrable
Securities to be included in such registration to the extent of the number and
type which the Company is advised can be sold in (and during the time of) such
offering, pro rata among the holders of the Beacon Registrable Securities, the
Stratford Registrable Securities and the ▇▇▇▇ Registrable Securities
participating in such offering in accordance with the number of "Conversion
Shares" (as defined in the Beacon Agreement, Stratford Agreement and ▇▇▇▇
Agreement) held by each of Beacon, Stratford, Precept and the ▇▇▇▇ Entities,
and fourth, all other securities of the Company to be included in such
registration to the extent of the number and type which the Company is so
advised can be sold in (or during the time of) such offering.
9. Except as provided in paragraphs 1 through 8 above, this
Agreement does not change, modify or affect the Stratford Agreement, the Beacon
Agreement or the ▇▇▇▇ Agreement, and such agreements continue in full force and
effect.
10. This Agreement shall be binding upon and inure to the benefit
of and be enforceable by the parties hereto and the respective successors,
personal representatives and assigns of the parties hereto, whether expressed
or not.
11. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one instrument.
12. The Holders (as defined in the ▇▇▇▇▇▇▇ Agreement) are third
party beneficiaries of this Agreement and are therefore entitled to enforce
this Agreement and to enforce the terms hereof.
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13. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Texas without giving effect to
the conflicts of law principles thereof.
HOLLYWOOD THEATER HOLDINGS, INC.
HOLLYWOOD THEATERS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Vice President and Chief
Financial Officer
STRATFORD CAPITAL PARTNERS, L.P.
By: /s/ Stratford Capital Partners, L.P.
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
THE BEACON GROUP III-FOCUS VALUE FUND, L.P.
BY: BEACON FOCUS VALUE INVESTORS, LLC
BY: FOCUS VALUE GP, INC.
By: /s/ Focus Value GP, Inc.
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
PRECEPT INVESTORS, INC.
By: /s/ Precept Investors, Inc.
-----------------------------------------
Name:
---------------------------------------
Title:
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▇▇▇▇ COMMUNICATIONS PARTNERS, L.P.
By: HCP INVESTMENT, L.P.
By: ▇▇▇▇ PARTNERS, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Manager
HCP CAPITAL FUND, L.P.
By: ▇▇▇▇▇ ▇. ▇▇▇▇ & CO.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President
HCP 1997 AUTHORIZED EMPLOYEE FUND, L.P.
By: AUTHORIZED FUND MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
President
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