EXHIBIT 10.11(c)
SECOND AMENDMENT TO
SENIOR SECURED CREDIT AGREEMENT
This Second Amendment to Senior Secured Credit Agreement (the "Second
Amendment") is made and dated as of September 28, 2000 among Cinemark USA, Inc.,
as successor in interest to Cinemark International, L.L.C. f/k/a Cinemark II,
Inc. ("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 and Lender have agreed to 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 definitions of "Lender" and "Maturity
Date" are hereby amended and restated in their entirety to read as follows:
"Lender" shall mean Cinemark USA, Inc.
"Maturity Date" means December 31, 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 $11,600,000 (which amount includes
Additional Principal accrued by the Borrower pursuant to elections made
under Section 2.3(a) of the First Amendment to Senior Secured Credit
Agreement."
4. Amendment to Section 2.3(a). Section 2.3(a) of the Agreement is
hereby amended and restated in its entirety 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 13%."
5. Amendment to Section 2.4(a). Section 2.4(a) of the Agreement is
hereby amended and restated in its entirety to read as follows:
"(a) Borrower shall pay on the Maturity Date the unpaid
principal plus all accrued, unpaid interest and fees on the Loan."
6. Representations and Warranties. Borrower represents and warrants to
Lender that, on and as of the date hereof, and after giving effect to this
Amendment:
6.1. 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.
6.2. 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.
6.3. 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.
6.4. 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.
6.5. Default. No Default or Event of Default under the Agreement
has occurred and is continuing.
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7. Miscellaneous.
7.1. 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.
7.2. 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.
7.3. 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.
7.4. Jurisdiction. This Amendment shall be governed by and
construed under the laws of the State of Texas.
[SIGNATURE PAGE FOLLOWS]
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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 USA, INC.
By: /s/ Xxxx X. Stock
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Name: Xxxx X. Stock
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Title: President
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BORROWER:
CINEMARK MEXICO (USA), INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Vice President
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