EXHIBIT 10.11(b)
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 the 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, 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
PIK 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:
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"(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
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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, or under the Agreement or
any agreement, contract, indenture, document or instrument 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.
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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: /s/ Xxx Xxx Xxxxxxxx
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Name: Xxx Xxx Xxxxxxxx
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Title: Chairman
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BORROWER:
CINEMARK MEXICO (USA), INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Vice President
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