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EXHIBIT 10.3-2
SECOND AMENDMENT
THIS SECOND AMENDMENT, dated as of December 30, 1998 (this "Second
Amendment"), among REGAL CINEMAS, INC., a Tennessee corporation (the
"Borrower"), the various financial institutions identified on the signature
pages hereto and party to the Existing Credit Agreement (as defined below)
(collectively, the "Lenders"), THE BANK OF NOVA SCOTIA, as administrative agent
(in such capacity, the "Administrative Agent") for the financial institutions
party to the Existing Credit Agreement, NATIONSBANC XXXXXXXXXX SECURITIES as
successor by merger to BANCAMERICA XXXXXXXXX XXXXXXXX, as syndication agent for
the financial institutions party to the Existing Credit Agreement, and THE CHASE
MANHATTAN BANK, as documentation agent for the financial institutions party to
the Existing Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agents are parties to that
certain Credit Agreement, dated as of May 27, 1998 and amended as of August 26,
1998 (the "Existing Credit Agreement"); and
WHEREAS, the Borrower, the Lenders and the Agents desire and are
willing, upon the terms and conditions hereinafter set forth, to amend the
Existing Credit Agreement with respect to the definition of "Applicable Margin"
as it relates to Term A Loans and Revolving Loans for the period from January 1,
1999 through June 30, 1999;
NOW, THEREFORE, in consideration of the agreements herein contained,
and for other valuable consideration receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows:
PART I
DEFINITIONS
SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Second Amendment, including its
preamble and recitals,
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have the following meanings (such meanings to be equally applicable to the
singular and plural forms thereof):
"Amended Credit Agreement" means the Existing Credit Agreement
as amended by this Second Amendment.
"Borrower" is defined in the preamble.
"Effective Date" is defined in Subpart 4.1.
"Existing Credit Agreement" is defined in the first recital.
"Lender" defined in the preamble.
"Second Amendment" is defined in the preamble.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Second Amendment, including its
preamble and recitals, have the meanings ascribed thereto in the Existing Credit
Agreement.
PART II
AMENDMENTS TO CREDIT AGREEMENT
SUBPART 2.1. Amendments to Section 1.1 (Defined Terms). Effective on
(and subject to the occurrence of) the Effective Date,
(a) the term "Applicable Commitment Fee" set forth in Section
1.1 of the Existing Credit Agreement is hereby amended to insert in
clause (a) thereof immediately after the table and prior to the word
"and" a proviso reading as follows:
provided, however, that the Applicable Commitment Fee shall,
for the period commencing on (and including) January 1, 1999
and continuing through (but excluding) July 1, 1999, be
0.425%;
and
(b) the term "Applicable Margin" set forth in Section 1.1 of
the Existing Credit Agreement is hereby amended to insert in clause (a)
thereof immediately after the table a proviso reading as follows:
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provided, however, that with respect to any Revolving Loan
bearing interest at the LIBO Rate and any Term A Loan bearing
interest at the LIBO Rate, the Applicable Margin shall, for
the period commencing on (and including) January 1, 1999 and
continuing through (but excluding) July 1, 1999, be 2.250%;
PART III
REPRESENTATIONS AND WARRANTIES
SUBPART 3.1. Representations and Warranties. The Borrower hereby
represents and warrants that: (a) the execution, delivery and performance by it
of this Second Amendment are within its corporate powers, have been duly
authorized by all necessary corporate action, and (i) do not contravene its
Organizational Documents, (ii) do not contravene any material Applicable Law or
any Material Contractual Undertaking binding on or affecting it and (iii) do not
result in any breach of any of the terms, covenants, conditions or provisions
of, or constitute a default under the terms of any material Contractual
Undertaking to which the Borrower or any of the Restricted Subsidiaries is a
party or by which it or any of its property or assets is bound; (b) no
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the due execution
and delivery of this Second Amendment or for the performance of the Amended
Credit Agreement; and (c) this Second Amendment and the Amended Credit Agreement
constitute its legal, valid and binding obligation, enforceable against it in
accordance with its terms, subject, as to enforceability, to the effect of (i)
any applicable bankruptcy, insolvency, moratorium, reorganization or similar law
affecting creditors' rights generally and (ii) the effect of general principles
of equity.
PART IV
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1 Effective Date and Conditions. This Second Amendment shall
be and become effective as of December 30, 1998 (the "Effective Date"), provided
that each of the conditions set forth in Subparts 4.1.1 through 4.1.2 shall have
been fulfilled to the satisfaction of the Agents:
SUBPART 4.1.1. Executed Second Amendment. The Administrative Agent
shall have received one or more counterparts of this Second Amendment duly
executed and delivered by (x) an Authorized Officer of the Borrower and each
Agent and (y) Lenders comprising the Required Lenders.
SUBPART 4.1.2. Compliance with Warranties, etc. The representations and
warranties set forth in this Second Amendment shall be true and correct in all
material respects as of the
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Effective Date. The Administrative Agent shall have received a certificate dated
the Effective Date from a Responsible Officer of the Borrower to the foregoing
effect.
SUBPART 4.2. Expiration. If the Effective Date shall not have occurred
on or prior to December 31, 1998, the agreements of the parties contained in
this Second Amendment shall terminate effective immediately on such date and
without any further action.
PART V
MISCELLANEOUS PROVISIONS
SUBPART 5.1. Cross-References. References in this Second Amendment to
any Subpart are, unless otherwise specified, to such Subpart of this Second
Amendment.
SUBPART 5.2. Loan Document Pursuant to Existing Credit Agreement. This
Second Amendment is a Loan Document executed pursuant to the Existing Credit
Agreement and shall be construed, administered and applied in accordance with
the provisions of the Existing Credit Agreement, including Article X thereof.
SUBPART 5.3. Successors and Assigns. This Second Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 5.4. Full Force and Effect. Except as expressly amended hereby,
all of the representations, warranties, terms, covenants, conditions and other
provisions of the Existing Credit Agreement and the other Loan Documents shall
remain unamended and shall continue to be, and shall remain, in full force and
effect in accordance with their respective terms. The amendments set forth
herein shall be limited precisely as provided for herein to the provisions
expressly amended herein and shall not be deemed to be an amendment to consent
to or modification of any other term or provision of the Existing Credit
Agreement, any other Loan Document referred to therein or herein or of any
transaction or further or future action on the part of the Borrower which would
require the consent of the Lenders under the Existing Credit Agreement or any of
the Loan Documents.
SUBPART 5.5. Governing Law. THIS SECOND AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF NEW YORK.
SUBPART 5.6. Payment of Fees and Expenses. The Borrower hereby agrees
to pay and reimburse the Administrative Agent for all its reasonable and
documented fees and expenses incurred in connection with the negotiation,
preparation, execution and delivery of this Second Amendment and related
documents, including all reasonable itemized fees and out of pocket expenses of
a single primary counsel to the Administrative Agent.
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SUBPART 5.7. Execution in Counterparts. This Second Amendment may be
executed in any number of counterparts by the parties hereto, each of which
counterparts when so executed shall be an original, but all the counterparts
shall together constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed by their respective officers hereunto duly authorized
as of the day and year first above written.
REGAL CINEMAS, INC.
By: /s/ D. XXXX XXXXXX
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Title: Vice President & Treasurer
Address: 0000 Xxxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Vice President and Treasurer
with copies to:
Hicks, Muse, Xxxx & First Incorporated
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Facsimile No.: 000-000-0000
Attention: Xxxxxxxx X. Xxxxxx, Xx. and
Xxxxxxx X. XxXxx
Kohlberg Kravis Xxxxxxx & Co., L.P.
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, X.X. 00000
Facsimile No.: 000-000-0000
Attention: Xxxxxxxxx Xxxxx, Xx.
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AGENTS:
THE BANK OF NOVA SCOTIA, as the
Administrative Agent
By: /s/ XXXX XXXXXXXXX
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Title: Senior Relationship Manager
Address: Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxx and
Xxxxxx Xxxxxxxx
NATIONSBANC XXXXXXXXXX SECURITIES
LLC, as the Syndication Agent
By: /s/ XXXXXXXX XXXXX
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Title: Vice President
Address: 000 Xxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx X'Xxxxx
THE CHASE MANHATTAN BANK, as the
Documentation Agent
By: /s/ XXXXXXX X. XXXXXX
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Title: Vice President
Address: 000 Xxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Xxxxxx
