Exhibit 10.13
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SECOND AMENDMENT TO
CREDIT AGREEMENT
BY AND AMONG
CLEARVIEW CINEMA GROUP, ET AL.
AND
THE PROVIDENT BANK,
Agent and Lender
dated as of
March 27, 1997
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SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("Second Amendment") dated as of
March 27, 1997 by and among CLEARVIEW CINEMA GROUP, INC., a Delaware corporation
(hereinafter, together with its successors in title and assigns called
"Holdings"), CCC MADISON TRIPLE CINEMA CORP., a New Jersey corporation, CCC
CHESTER TWIN CINEMA CORPORATION, a New Jersey corporation, CCC MANASQUAN CINEMA
CORPORATION, a New Jersey corporation, CLEARVIEW THEATRE GROUP, INC., a New
Jersey corporation, CCC HERRICKS CINEMA CORP., a Delaware corporation, CCC PORT
WASHINGTON CINEMA CORP., a Delaware corporation, CCC GRAND AVENUE CINEMA CORP.,
a Delaware corporation, CCC WASHINGTON CINEMA CORP., a Delaware corporation, CCC
XXXXXXX CINEMA CORP., a Delaware corporation, CCC XXXXXXX CINEMA CORP., a
Delaware corporation, CCC NEW CITY CINEMA CORP., a Delaware corporation, and CCC
SUMMIT CINEMA CORP. (formerly known as 000-000 XXXXXXXXXXX XXXXXX CORP.), a New
Jersey corporation, (hereinafter collectively the Original Borrowers), and CCC
BEDFORD CINEMA CORP., a Delaware corporation ("CCC Bedford") and CCC KISCO
CINEMA CORP., a Delaware corporation ("CCC Kisco"), CCC CLOSTER CINEMA CORP., a
Delaware corporation, ("CCC Closter"), CCC BERGENFIELD CINEMA CORP., a Delaware
corporation, ("CCC Bergenfield"), CCC TENAFLY CINEMA CORP., a Delaware
corporation, ("CCC Tenafly") and CCC B.C. REALTY CORP., a Delaware corporation,
(CCC Realty"), (hereinafter, together with their successors in title and assigns
collectively called "Borrowers" and each of which is a "Borrower") and THE
PROVIDENT BANK, an Ohio banking corporation ("Agent") and various Lenders as set
forth in the Credit Agreement.
PRELIMINARY STATEMENT
WHEREAS, Original Borrowers, Agent and Lenders have entered into a Credit
Agreement dated as of May 29, 1996, as amended by a Joinder Agreement and First
Amendment ("First Amendment") dated as of December 13, 1996 (collectively the
"Credit Agreement"); and
WHEREAS, CCC Bedford and CCC Kisco were joined as borrowers to the Credit
Agreement by that certain Joinder Agreement dated as of July 18, 1996, and CCC
Closter, CCC Bergenfield, CCC Tenafly, and CCC Realty were joined as borrowers
by the First Amendment,
WHEREAS, Holdings desires to enter into the Summit Transaction and Xxxxxxx
Twin Transaction (as hereinafter defined), in connection with which Borrowers
have requested additional loans of $1,250,000 from the Lenders to finance a
portion of the costs of improvements related to the Summit Transaction and to
provide additional financing to support said acquisition and capital
expenditures; and
WHEREAS, Lenders have agreed to make such additional loans on the terms and
conditions set forth herein; and
WHEREAS, Borrowers, Agent and Lenders now wish to amend the Credit
Agreement in accordance with the terms and provisions hereof;
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NOW, THEREFORE, the parties hereto agree to supplement and amend the Credit
Agreement upon such terms and conditions as follows:
1. Capitalized Terms. All capitalized terms used herein shall have the
meanings assigned to them in the Credit Agreement unless the context hereof
requires otherwise. Any definitions as capitalized terms set forth herein shall
be deemed incorporated into the Credit Agreement as amended by this Second
Amendment.
2. Schedules and Exhibits: The following schedules relative to the New
Subsidiaries are addendums to the respective Schedule to the Credit Agreement:
(a) Schedule 3.1 Mortgaged Property and Leasehold Interests
(b) Schedule 5.1(a) Jurisdictions where qualified to do business
(c) Schedule 5.1(b) Capital Stock
(d) Schedule 5.1(c) Subsidiaries
(e) Schedule 5.2 Authority
(f) Schedule 5.6 Material Adverse Changes
(g) Schedule 5.7 Material Leases of Property
(h) Schedule 5.8 Intellectual Property
(i) Schedule 5.9 Indebtedness for Borrowed Money
(j) Schedule 5.10 Litigation
(k) Schedule 5.13(a) Contracts with Affiliates
(l) Schedule 5.13(b) Indebtedness for Borrowed Money Owing to or by
Affiliates
(m) Schedule 5.21-A UCC Filing Offices
(n) Schedule 8.9(g) Liens
3. Definitions. Section 1.2 of the Credit Agreement is hereby amended to
add the following definitions to read in their entirety as follows:
"Xxxxxxx Twin Cinema Transaction" means the revised and restated lease
about to be entered into between CCC Xxxxxxx Twin Cinema Corporation, as
Tenant, and Ramco-Xxxxxxxxxx, Inc., as Landlord for property known as and
designated as Store B-001 in the Xxxxxxx Springs Shopping Center located on
Route 000, Xxxxxxx Xxxxxxx, Xxx Xxxxxx for the expansion of two movie
auditoriums into six movie auditoriums.
"Summit Transaction" means the lease by and between 000 Xxxxxxxxxxx
Xxxxxx, Xxxxxx, L.L.C., Landlord, and CCC Summit Cinema Corp., Tenant,
dated February 27, 1997 for part of premises commonly known as 000-000
Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx.
"Summit Transaction Property" means the real and personal property
acquired by Borrowers relative to the Summit Transaction.
"Second Amendment Closing Date" means the day on which the Loans
relative to the Second Amendment are made pursuant to this Agreement.
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4. Making the Loans. Section 2.2(b) of the Credit Agreement is hereby
amended in its entirety to read as follows:
(e) Term Loan B. Subject to the terms and conditions of this Agreement
and in reliance upon the representation and warranties of each Borrower
herein set forth, each Lender severally agrees to lend to Borrowers its
Participation Percentage of the Term Loan B. The aggregate amount of the
Term Loan B shall not exceed Five Million Five Hundred Fifty Thousand
Dollars ($5,550,000). Amounts borrowed under Subsection 2.2(c) and repaid
or prepaid may not be reborrowed. Four Million Three Hundred Thousand
Dollars ($4,300,000) of Term Loan B was made available to Borrowers prior
to the Second Amendment Closing Date. Lenders agree, subject to Section 4.2
of the Credit Agreement, to make available an additional Six Hundred
Twenty-Five Thousand Dollars ($625,000) on or prior to thirty (30) days
following the Second Amendment Closing Date and an additional Six Hundred
Twenty-Five Thousand Dollars ($625,000) on or prior to ninety (90) days
following the Second Amendment Closing Date. Each such additional amount
shall be made to Borrowers in one drawing.
5. Repayments and Prepayments of Principal/Payment on the Term Loans. The
Amortization Schedule set forth in Section 2.6(b) of the Credit Agreement is
hereby amended to in its entirety to read as follows:
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PAYMENT DATE PRINCIPAL INSTALLMENT
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July 1, 1997 $100,000.00
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October 1, 1997 $144,500.00
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January 1, 1998 $144,500.00
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April 1, 1998 $194,500.00
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July 1, 1998 $194,500.00
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October 1, 1998 $203,750.00
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January 1, 1999 $203,750.00
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April 1, 1999 $228,750.00
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July 1, 1999 $228,750.00
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October 1, 1999 $237,500.00
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January 1, 2000 $237,500.00
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April 1, 2000 $262,500.00
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July 1, 2000 $262,500.00
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October 1, 2000 $271,250.00
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January 1, 2001 $271,250.00
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April 1, 2001 $296,250.00
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July 1, 2001 $296,250.00
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October 1, 2001 $305,500.00
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December 31, 2001 $1,305,500.00
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April 1, 2002 $80,500.00
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July 1, 2002 $80,500.00
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6. Reaffirmation of Covenants. Warranties and Representations. Each
Borrower hereby agrees and covenants that all representations and warranties in
the Credit Agreement, including without limitation all of those warranties and
representations set forth in Article 5, are true and accurate as of the date
hereof. Each Borrower further reaffirms all covenants in the Credit Agreement,
and reaffirm each of the affirmative covenants set forth in Article 6 and
financial covenants set forth in Article 7 and negative covenants set forth in
Article 8 thereof, as if fully set forth herein, except to the extent modified
by this Second Amendment.
7. Conditions Precedent to Closing of Second Amendment. On or prior to the
closing of the Second Amendment (hereinafter the "Second Amendment Closing
Date"), each of the following conditions precedent shall have been satisfied:
(a) Proof of Corporate Authority. Agent shall have received from each
Borrower copies, certified by a duly authorized officer to be true and
complete on and as of the Second Amendment Closing Date, of records of all
action taken by Borrowers to authorize (i) the execution and delivery of
this Second Amendment and all other certificates, documents and instruments
to which it is or is to become a party as contemplated or required by this
Second Amendment, and (ii) its performance of all of its obligations under
each of such documents.
(b) Loan Documents, etc.. Each of the documents to be executed and
delivered at the Second Amendment Closing and all other certificates,
documents and instruments to be executed in connection herewith shall have
been duly and properly authorized, executed and delivered by Borrowers and
shall be in full force and effect on and as of the Second Amendment Closing
Date.
(c) Actions to Perfect Liens. Agent shall have received evidence in
form and substance satisfactory to it that all filings, recordings,
registrations and other actions, including
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without limitation, the filing of duly executed financing statements on
Form UCC-1, necessary or, in the opinion of Agent, desirable to perfect the
Liens created by the Security Documents shall have been completed.
(d) Insurance. Agent shall have received copies of certificates of
insurance executed by each insurer or its authorized agent evidencing the
insurance required to be maintained pursuant to Section 6.2(b) of the
Credit Agreement with respect to the Summit Transaction Property, and a
certificate of a nationally recognized insurance broker reasonably
satisfactory to Agent certifying that insurance complying with such Section
has been obtained and is in full force and effect.
(e) Leasehold Mortgages and Title Evidence. Agent shall have received
the following documents, each of which shall be executed (and, where
appropriate, acknowledged) by Persons satisfactory to the Agent:
(i) the following Leasehold Mortgages, in each case duly executed
and delivered by the respective Borrowers (and where appropriate by
the trustee thereunder) in recordable form (in such number of copies
as the Agent shall have requested), together with such Uniform
Commercial Code financing statements as may be needed in order to
perfect the security interests granted by each of the Leasehold
Mortgages in any fixtures and other property therein described which
may be subject to the Uniform Commercial Code, in each case
appropriately completed and duly executed and in proper form for
filing in all offices in which required:
(1) Open-End Leasehold Mortgage executed by CCC Summit
Cinema Corp. relating to a leasehold estate in property located
in the city of Summit, New Jersey.
(2) Open-End Leasehold Mortgage executed by CCC Chester Twin
Corporation relating to a leasehold estate in property located in
the Borrough of Chester, New Jersey.
(ii) with respect to the Leasehold Mortgage identified in
paragraph (i)(1) above, consents of the landlord consenting to the
mortgaging of the Borrower's leasehold estate (which consnet may be
contained in the lease of such property).
(iii) with respect to the Leasehold Mortgage identified in (i)
(1) above, non-disturbance and attornment agreement executed by the
landlord and their mortgage holder, each in form and substance
satisfactory to Agent.
(iv) with respect to the Leasehold Mortgage identified in
paragraph (i)(2) above, prior to the funding the second additional
amount of the Term Loan B pursuant to Section 2.2(b) of the Credit
Agreement, as revised by this Second Amendment, consents of the
landlord consenting to the mortgaging of the Borrower's leasehold
estate.
(v) with respect to the Leasehold Mortgages identified in (i)(2)
above, prior to the funding the second additional amount of the Term
Loan B pursuant to Section 2.2(b) of the Credit Agreement,
non-disturbance and attornment agreement executed by the landlord and
their mortgage holder, each in form and substance satisfactory to
Agent.
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(vi) Borrowers shall have paid to the Agent an amount equal to
all title search and exam fees, mortgage and mortgage recording taxes,
intangibles taxes, stamp taxes and other taxes payable in connection
with the execution and delivery of the Leasehold Mortgages and the
obligations secured thereby and the recording of the Leasehold
Mortgages in the appropriate land offices.
(f) Legality of Transactions. No change in applicable law shall have
occurred as a consequence of which it shall have become and continue to be
unlawful (i) for Agent and each Lender to perform any of its agreements or
obligations under any of the Loan Documents, or (ii) for Borrower to perform any
of its agreements or obligations under any of the Loan Documents.
(g) Performance, Etc. Except as set forth herein, Borrower shall have duly
and properly perforrned, complied with and observed each of its covenants,
agreements and obligations contained in each of the Loan Documents. Except as
set forth herein, no event shall have occurred on or prior to the Second
Amendment Closing Date, and no condition shall exist on the Second Amendment
Closing Date, which constitutes a Default or an Event of Default.
(h) Proceedings and Documents. All corporate, governmental and other
proceedings in connection with the transactions contemplated on the Second
Amendment Closing Date, each of the other Loan Documents and all instruments and
documents incidental thereto shall be in form and substance reasonably
satisfactory to Provident.
(i) Changes; None Adverse. Since the date of the most recent balance sheets
of Borrower delivered to Provident, no changes shall have occurred in the
assets, liabilities, financial condition, business, operations or prospects of
Borrower which, individually or in the aggregate, are material to Borrower, and
Provident shall have completed such review of the status of all current and pen
ding legal issues as Agent shall deem necessary or appropriate.
(j) Lien Searches. Agent shall have received the results of a recent search
by a Person satisfactory to Agent, of the UCC, judgment and tax lien filings
which may have been filed with respect to the Summit Transaction Property.
(k) Environmental Assessment. Agent and Lenders shall have received any
environmental survey and assessment received by Borrower relative to the Summit
Transaction Property.
8. Miscellaneous. (a) Borrower shall reimburse Agent for all fees and
disbursements of legal counsel to Agent which shall have been incurred by Agent
in connection with the preparation, negotiation, review, execution and delivery
of this Second Amendment and the handling of any other matters incidental
hereto.
(b) All of the terms, conditions and provisions of the Agreement not herein
modified shall remain in full force and effect. In the event a term, condition
or provision of the Agreement conflicts with a term, condition or provision of
this Second Amendment, the latter shall govern.
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(c) This Second Amendment shall be governed by and shall be construed and
interpreted in accordance with the laws of the State of Ohio.
(d) This Second Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns.
(e) This Second Amendment may be executed in several counterparts, each of
which shall constitute an original, but all which together shall constitute one
and the same agreement.
[Remainder of page intentionally left blank. Signature pages follow.]
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IN WITNESS WHEREOF, this Second Amendment to Credit Agreement has been duly
executed and delivered by or on behalf of each of the parties as of the day and
in the year first above written.
SIGNED IN THE PRESENCE OF:
CLEARVIEW CINEMA GROUP, INC.,
a Delaware corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
. CCC MADISON TRIPLE CINEMA CORP.,
a New Jersey corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CCC CHESTER TWIN CINEMA CORPORATION
a New Jersey corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
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CCC MANASQUAN CINEMA CORPORATION,
a New Jersey corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CLEARVIEW THEATRE GROUP, INC.,
a New Jersey corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CCC HERRICKS CINEMA CORP.,
a Delaware corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CCC PORT WASHINGTON CINEMA CORP.,
a Delaware corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
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CCC GRAND AVENUE CINEMA CORP.,
a Delaware corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CCC WASHINGTON CINEMA CORP.,
a Delaware corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CCC XXXXXXX CINEMA CORP.,
a Delaware corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CCC XXXXXXX CINEMA CORP.,
a Delaware corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
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CCC NEW CITY CINEMA CORP.,
a Delaware corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CCC SUMMIT CINEMA CORP.(formerly
known as 000-000 XXXXXXXXXXX
XXXXXX CORP.), a New Jersey
corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CCC BEDFORD CINEMA CORP.,
a Delaware corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CCC KISCO CINEMA CORP., a
Delaware corporation ("CCC Kisco"),
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CCC CLOSTER CINEMA CORP.,
a Delaware corporation
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_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CCC BERGENFIELD CINEMA CORP.,
a Delaware corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CCC TENAFLY CINEMA CORP.,
a Delaware corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
CCC B.C. REALTY CORP.
a Delaware corporation
_____________________________ By: _____________________________
Name: A. Xxxx Xxxx
_____________________________ Title: President
THE PROVIDENT BANK, Agent
_____________________________ By: _____________________________
Name: Xxxx X. Xxxxxxx
_____________________________ Title: Vice President
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THE PROVIDENT BANK, Lender
_____________________________ By: _____________________________
Name: Xxxx X. Xxxxxxx
_____________________________ Title: Vice President
[Schedules are not included, but will be provided by the Company upon request.]
