MODIFICATION NO. 10
THIS EIGHTH AMENDMENT AGREEMENT is made as of the 17th day of
February, 1997.
B E T W E E N:
CINEPLEX ODEON CORPORATION
a corporation incorporated under the
laws of the Province of Ontario
("Cineplex")
- and -
XXXXX THEATRES, INC.
a corporation incorporated under the
laws of the State of Delaware
("Xxxxx")
- and -
CINEPLEX ODEON (QUEBEC) INC.
RKO CENTURY WARNER THEATRES, INC.
THE XXXXXX XXXXX ORGANIZATION, INC.
XXXXX SOUTHERN THEATRES, INC.
XXXXXXX THEATRE CORPORATION
(collectively, the "Guarantors")
- and -
THE BANK OF NOVA SCOTIA
NATIONAL BANK OF CANADA
THE BANK OF NEW YORK
ROYAL BANK OF CANADA
(collectively, the "Banks")
- and -
THE BANK OF NOVA SCOTIA
in its capacity as agent for the Banks
(the "Agent")
- and -
THE BANK OF NOVA SCOTIA
as operating lender
(the "Operating Lender")
WHEREAS:
A. Cineplex, Xxxxx, the Banks and the Agent entered into a credit
agreement dated as of 23 June 1994 pursuant to which the Banks
established a reducing/revolving term credit facility in favour of
Cineplex and Xxxxx, which agreement has been amended by a Waiver
Agreement made as of 25 October 1994, a Second Amendment Agreement
made as of 31 March 1995, a Second Waiver Agreement made as of 19
September 1995, a Third Amendment Agreement made as of 30 September
1995, a Consent made as of 15 December 1995, a Fourth Amendment
Agreement made as of 9 February 1996, a Fifth Amendment Agreement
made as of 26 March 1996, a Sixth Amendment Agreement made as of 16
August 1996 and a Seventh Amendment Agreement made as of 31 October
1996 (such credit agreement as so amended and as further
supplemented, amended, restated or replaced from time to time, the
"Credit Agreement").
B. Cineplex and the Operating Lender entered into a letter loan
agreement dated 23 June 1994 (as the same may be amended,
supplemented, restated or replaced from time to time, the
"Operating Credit Agreement") pursuant to which the Operating
Lender established in favour of Cineplex a revolving operating
credit facility.
C. Pursuant to the Credit Agreement and the Operating Credit
Agreement, each of the Guarantors has provided a Guarantee.
D. Cineplex has requested that certain provisions of the Credit
Agreement be amended to provide greater operational flexibility and
the Banks and the Operating Lender have agreed to such requests.
E. The Banks and the Operating Lender have agreed to such
requests on the terms set forth herein and the parties hereto are
entering into to this Agreement to evidence their agreement with
respect to such requests, to set forth the terms and conditions
upon which such agreements by the Banks and the Operating Lender
are made and to deal with the other matters set forth herein.
NOW THEREFORE in consideration of these premises and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto
agree as follows:
Section 1 - Interpretation
Capitalized terms used herein, unless otherwise defined or
indicated herein, have the respective meanings ascribed thereto in
the Credit Agreement. This Agreement amends the Credit Agreement
effective from and after the date hereof. This Agreement and the
Credit Agreement shall be read together and have effect so far as
practicable as though the provisions thereof and the relevant
provisions hereof are contained in one agreement.
Section 2 - Amendment to Financial Covenants
Section 7.08 of the Credit Agreement is amended so that it
reads as follows:
"Funded Indebtedness Coverage: Cineplex shall maintain,
on a consolidated basis, a ratio of (a) Funded
Indebtedness to (b) Cash Flow for the last four full
fiscal quarters, calculated as at the dates shown below
of not greater than:
6.75:1 up to and including September 30, 1994
6.25:1 at December 31, 1994
8.20:1 at March 31, 1995
8.00:1 at June 30, 1995, September 30, 1995 and
December 31, 1995
6.55:1 at March 31, 1996 and June 30, 1996
6.45:1 at September 30, 1996
7.12:1 at December 31, 1996
8.00:1 at March 31, 1997 and June 30, 1997
7.10:1 at September 30, 1997
7.00:1 at December 31, 1997
4.00:1 at the end of each fiscal quarter
thereafter."
Section 7.09 of the Credit Agreement is amended so that it
reads as follows:
"Cash Flow to Interest Expense: Cineplex shall
maintain, on a consolidated basis, a ratio of (a) Cash
Flow for the last four full fiscal quarters to (b)
Interest Expense for the last four full fiscal quarters,
calculated as at the dates shown below of at least:
1.60:1 up to and including December 31, 1994
1.30:1 at March 31, 1995 and June 30, 1995
1.20:1 at September 30, 1995 and December 31,
1995
1.30:1 at March 31, 1996 and June 30, 1996
1.40:1 at September 30, 1996
1.37:1 at December 31, 1996
1.20:1 at March 31, 1997 and June 30, 1997
1.40:1 at September 30, 1997 and December 31, 1997
2.00:1 at the end of each fiscal quarter thereafter;
provided that, in the calculation of Cash Flow for the
purposes of this covenant only, the amounts referred to
in subparagraph 1.01(y)(iii)(F) will be added back to
the extent deducted and the amounts referred to in
subparagraph 1.01(y)(iv) which arose prior to the date
of acquisition will be deducted to the extent added."
Section 7.10 of the Credit Agreement is amended so that it
reads as follows:
"Senior Debt to Cash Flow: Cineplex shall maintain, on
a consolidated basis, a ratio of (a) Senior Debt to (b)
Cash Flow for the last four full fiscal quarters,
calculated as at the dates shown below of not greater
than the following:
4.00:1 up to and including September 30, 1994
3.75:1 at December 31, 1994
4.30:1 at March 31, 1995 and June 30, 1995
4.00:1 at September 30, 1995 and December 31,
1995
3.00:1 at March 31, 1996, June 30, 1996,
September 30, 1996 and December 31, 1996
3.55:1 at March 31, 1997 and June 30, 1997
3.15:1 at September 30, 1997
3.00:1 at December 31, 1997 and at the end of each
fiscal quarter thereafter."
Section 7.11 of the Credit Agreement is amended so that
it reads as follows:
"Cash Flow to Proforma Debt Service: Cineplex shall
maintain, on a consolidated basis, a ratio of (a) Cash
Flow for the last four fiscal quarters to (b) Proforma
Debt Service greater than:
1:10:1 up to and including December 31, 1996
1.00:1 at March 31, 1997, June 30, 1997, September
30, 1997 and December 31, 1997
1.35:1 at March 31, 1998, June 30, 1998 and
September 30, 1998
1:55:1 at the end of each fiscal
quarter thereafter."
Section 3 - Conditions Precedent to Effectiveness of this Amendment
Agreement
This Eighth Amendment Agreement shall only become binding on
the Banks upon satisfaction of the following conditions precedent:
(a) execution of this Eighth Amendment Agreement by the
Super Majority Banks in accordance with Section
12.01(ii) of the Credit Agreement; and
(b) payment of the amendment fee as contemplated by
Section 4 below.
Section 4 - Amendment Fee
Each of Cineplex, Xxxxx and the Guarantors agrees that an
amendment fee in the amount of U.S. $147,930 shall be payable by
Cineplex to the Agent (for and on behalf of the Banks and the
Operating Lender) upon execution by Cineplex of this Agreement,
such amendment fee to be divided among those Banks and the
Operating Lender that have executed and delivered this Ninth
Amendment Agreement on a pro rata basis based on their respective
commitment levels under the Credit Agreement and the Operating
Credit Agreement.
Section 5 - Confirmation by Guarantors
Each Guarantor confirms that the Guarantee and Collateral made
or granted by it pursuant to the Credit Agreement and the Operating
Credit Agreement remain in full force and effect notwithstanding
the amendments and supplements to Credit Agreement herein
contained.
Section 6 - Continuing Effect of Agreements
Except as amended by this Agreement, the Credit Agreement and
the Operating Credit Agreement shall remain in full force and
effect, without amendment, and each is hereby ratified and
confirmed.
Section 7 - Counterparts
This Agreement may be executed in any number of counterparts
and all such counterparts taken together shall be deemed to
constitute one and the same instrument and shall be effective on
the date when each of the parties hereto has signed a copy hereof
and shall have delivered the same to the Agent.
EXECUTED AND EFFECTIVE as of the date first written above.
THE BANKS
THE BANK OF NOVA SCOTIA
By: Xxxxxx Xxxx
Name: X.X. Xxxx
Title: Account Officer
NATIONAL BANK OF CANADA
By: Xxxx Xxxxx
Name: Xxxx X. Xxxxx
Title: Manager
THE BANK OF NEW YORK
By:
Name:
Title:
ROYAL BANK OF CANADA
By: X. Xxxxx
Name: R. (Xxxxxx) Ahmad
Title: Senior Account Manager
THE BANK OF NOVA SCOTIA, as
Agent
By: R. Boomhour
Name: X. X. Xxxxxxxx
Title: Asst. Gen. Mgr.
THE BANK OF NOVA SCOTIA, as
Operating Lender
By: Xxxxxx Xxxx
Name: X.X. Xxxx
Title: Account Officer
THE BORROWERS
CINEPLEX ODEON CORPORATION
By: Xxxxx Xxxxx c/s
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXX THEATRES, INC.
By: Xxxxx Xxxxx c/s
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
EACH OF THE UNDERSIGNED hereby acknowledges and agrees to
and accepts the terms and conditions set forth in this Agreement as
of the date first written above.
THE GUARANTORS
CINEPLEX ODEON CORPORATION
By: Xxxxx Xxxxx c/s
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXX THEATRES, INC.
By: Xxxxx Xxxxx c/s
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer c/s
RKO CENTURY WARNER THEATRES,
INC.
By: Xxxxx Xxxxx c/s
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
THE XXXXXX XXXXX
ORGANIZATION, INC.
By: Xxxxx Xxxxx c/s
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXX SOUTHERN THEATRES,
INC.
By: Xxxxx Xxxxx c/s
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
XXXXXXX THEATRE CORPORATION
By: Xxxxx Xxxxx c/s
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
CINEPLEX ODEON (QUEBEC) INC.
By: Xxxxx Xxxxx c/s
Name: Xxxxx Xxxxx
Title: Executive Vice President and Chief Financial Officer
