EXHIBIT 10.11(f)
FIRST AMENDMENT TO
SENIOR SECURED CREDIT AGREEMENT
This First Amendment to Senior Secured Credit Agreement (the
"Amendment") is made and dated as of September 30, 1996 among Cinemark
International, Inc. (f/k/a Cinemark II, Inc., the "Lender") and Cinemark Mexico
(USA), Inc. ("Borrower"), and amends that certain Senior Secured Credit
Agreement dated as of December 4, 1995 among the Lender and Borrower (as so
amended or modified from time to time, the "Agreement").
RECITALS
WHEREAS, the Borrower has requested that the Lender amend certain
provisions of the Agreement and the Lender is willing to do so on the terms and
conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
AGREEMENTS
1. Terms. All terms used herein shall have the same meanings as in the
Agreement unless otherwise defined herein. All references to the Agreement shall
mean the Agreement as hereby amended.
2. Amendment to Definition. The definition of "Indenture" is hereby
amended and restated in its entirety to read as follows:
"Indenture" shall mean that certain Indenture dated July 30,
1993 among the Borrower, Cinemark de Mexico, as guarantor and
United States Trust Company of New York as trustee governing
the 12% Series A Senior Subordinated PIK Notes due 2003, the
12% Series B Senior Subordinated PIK Notes due 2003, 12%
Series C Senior Subordinated Notes due 2003 and the 12% Series
D Senior Subordinated PIK Notes due 2003.
3. Amendment to Section 2.1. The first sentence of Section 2.1 of the
Agreement is hereby deleted in its entirety and replaced with the following:
"Subject to the terms and conditions of this Agreement and in
reliance on the representations and warranties of Borrower set forth
herein, Lender may make senior loans (the "Loans") to Borrower from
time to time within one year after the Initial Loan (the "Funding
Termination Date") in an aggregate principal amount (excluding accrued
interest and Additional Principal as provided in 2.3(a)) not to exceed
an original principal amount
of $10,000,000."
4. Amendment to Section 2.3(a). Section 2.3(a) of the Agreement is
hereby amended and restated in its entirety to read as follows:
"(a) Interest. Each Loan shall bear interest from the date of
disbursement on the unpaid principal amount thereof until such amount
is paid (whether upon Maturity by Acceleration or otherwise) at a rate
per annum equal to 12%. On any interest payment date provided for in
Section 2.4(a) through and including October 15, 2000, the Borrower
may, at its option, by giving Lender notice of its election not less
than five days nor more than 45 days prior to an installment payment
date, pay accrued interest on the Loan either in cash (at the rate
specified above) or by adding the Additional Principal (as hereinafter
defined) to the principal amount outstanding on the Loans. For purposes
of this Section 2.3(a), "Additional Principal" shall be an amount equal
to the accrued interest on the outstanding principal of the Loans
determined using a rate of interest equal to 13% per annum for any
interest period in which the Borrower elects to add Additional
Principal to the outstanding principal of the Loans in lieu of making a
cash payment for accrued interest during such period."
5. Amendment to Section 5.15. Section 5.15 of the Agreement is hereby
amended and restated in its entirety to read as follows:
After September 30, 1996, the Borrower and its Subsidiaries
may incur indebtedness (other than indebtedness under this Agreement
and the Indenture), if, at the date of and giving effect to the
incurrence of such Debt, the Pro Forma Cash Flow Coverage Ratio is
equal to or greater than 2.0 to 1.0. Notwithstanding the foregoing
sentence, the Borrower or any of its Subsidiaries may Incur Permitted
Debt without regard to the foregoing limitation.
6. Amendment to Section 5.16. Section 5.16 of the Agreement is hereby
amended and restated in its entirety to read as follows:
At the end of any two consecutive fiscal quarters during the
periods after December 31, 1999, the Cash Flow Coverage of the Borrower
for such two fiscal quarters then ending shall equal or exceed a rate
of 2.0 to 1.0.
7. Representations and Warranties. Borrower represents and warrants to
Lender that, on and as of the date hereof, and after giving effect to this
Amendment:
7.1 Authorization. The execution, delivery and performance of
this Amendment have been duly authorized by all necessary corporation
action by the Borrower and this Amendment has been duly executed and
delivered by the Borrower.
7.2 Binding Obligation. This Amendment is the legal, valid and
binding obligation of Borrower, enforceable against the Borrower in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally, or by equitable principles
relating to enforceability.
7.3 No Legal Obstacle to Credit Agreement. The execution,
delivery and performance of this Amendment will not (a) contravene the
terms of the Borrower's articles of incorporation, bylaws or other
organization document; (b) conflict with or result in any breach or
contravention of the provisions of any contract to which the Borrower
is a party, or the violation of any law, judgment, decree or
governmental order, rule or regulation applicable to Borrower, or
result in the creation under any agreement or instrument of any
security interest, lien, charge, or encumbrance upon any of the assets
of the Borrower. No approval or authorization of any governmental
authority is required to permit the execution, delivery or performance
by the Borrower of this Amendment, or the transactions contemplated
hereby.
7.4 Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the respective successors and assigns
of the parties hereto. Section 2.3(a) of this Amendment shall also
insure to the benefit of U.S. Trust Company of New York, N.A.
7.5 Incorporation of Certain Representations. The
representations and warranties of the Borrower set forth in Article 4
of the Agreement are true and correct in all respects on and as of the
date hereof as though made on and as of the date hereof, except as to
such representations made as of an earlier specified date.
7.6 Default. No Default or Event of Default under the
Agreement has occurred and is continuing.
8. Miscellaneous.
8.1 Effectiveness of the Agreement. Except as hereby expressly
amended, the Agreement and each other document executed in connection
therewith shall each remain in full force and effect, and are hereby
ratified and confirmed in all respects on and as of the date hereof.
8.2 Waivers. This Amendment is specific in time and in intent
and does not constitute, nor should it be construed as, a waiver of any
other right, power or privilege under the Agreement, or under any
agreement, contract, indenture, document or instrument mentioned in the
Agreement; nor does it preclude any exercise thereof or the exercise of
any other right, power or privilege, nor shall any future waiver of any
right, power, privilege or default hereunder mentioned in the
Agreement, constitute a waiver of any other default of the same or of
any other term or provision.
8.3 Counterparts. This Amendment may be executed in any number
of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. This Amendment shall
not become effective until the Borrower and Lender shall have signed a
copy hereof, whether the same or counterparts, and the same shall have
been delivered to the Lender.
8.4 Jurisdiction. This Amendment shall be governed by and
construed under the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.
LENDER:
CINEMARK INTERNATIONAL, INC.
By:_____________________________________
Name:___________________________________
Title:____________________________________
BORROWER:
CINEMARK MEXICO (USA), INC.
By:_____________________________________
Name:___________________________________
Title:____________________________________
i:\legal\mdc\cred-amd.mex
