Execution Version
Exhibit 10.1
FIRST AMENDMENT
FIRST AMENDMENT, dated as of May 28, 2024 (this “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of May 26, 2023, among Cinemark Holdings, Inc., a Delaware corporation, as parent guarantor (the “Parent”), Cinemark USA, Inc., a Texas corporation (together with any of its permitted successors and assigns, the “Borrower”), each of the Guarantors party hereto, the several banks and other lenders from time to time parties thereto, the other agents and arrangers named therein and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) (as amended, restated, amended and restated, modified and supplemented from time to time prior to the date hereof, the “Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Accordingly, in consideration of the mutual agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:
ARTICLE I
Replacement Term Loans and Amendments
The Borrower, the Replacement Term Lenders and the Administrative Agent hereby agree that:
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“First Amendment” means that certain First Amendment to the Credit Agreement, dated as of the First Amendment Effective Date.
“First Amendment Effective Date” means May 28, 2024.
“Lenders” means the Persons listed on Schedule 2.01, any Person with outstanding Loans and/or Commitments as of the Second Restatement Effective Date and any other Person that shall have become a Lender hereunder pursuant to Section 2.19, Section 9.02 or pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.
“Term Loan Commitment” means, as to any Lender, the commitment of such Lender, if any, to make Term Loans hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption or Additional Credit Extension Amendment pursuant to which such Lender became a party hereto, as such commitment may be changed from time to time pursuant to the terms hereof. The aggregate Term Loan Commitments shall be $643,500,000 on the First Amendment Effective Date.
“Term Loans” means the Loans made pursuant to Section 2.01(a), the Incremental Term Loans of any series, the Extended Term Loans of each series, and any Replacement Term Loans, collectively.
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ARTICLE II
Representations and Warranties
Each Loan Party represents and warrants, as of the First Amendment Effective Date, to the Administrative Agent and to the Replacement Term Lenders that:
ARTICLE III
Conditions to Effectiveness
This Amendment shall become effective on the date (the “First Amendment Effective Date”) on which each of the following conditions is satisfied:
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ARTICLE IV
Further Acknowledgments
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ARTICLE V
Miscellaneous
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[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.
CINEMARK HOLDINGS, INC., | ||
as the Parent | ||
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By: | /s/ Michael D. Cavalier | |
| Name: | Michael D. Cavalier |
| Title: | Executive Vice President - General Counsel and Business Affairs & Secretary |
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CINEMARK USA, INC., | ||
as the Borrower | ||
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By: | /s/ Michael D. Cavalier | |
| Name: | Michael D. Cavalier |
| Title: | Executive Vice President - General Counsel and Business Affairs & Secretary |
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CINEMARK MEDIA, INC. CINEMARK PARTNERS I, INC. CINEMARK PROPERTIES, INC. GREELEY HOLDINGS, INC. CINEMARK CONCESSIONS, LLC CENTURY THEATRES, INC. CINEMARK INVESTMENTS CORPORATION CNMK BRAZIL INVESTMENTS, INC. CNMK INVESTMENTS, INC. CNMK TEXAS PROPERTIES, LLC SUNNYMEAD CINEMA CORP. CINEMARK, L.L.C. CINEMARK LATIN AMERICA VENTURES, LLC CINEMARK PRODECINE HOLDINGS, LLC BRASIL HOLDINGS, L.L.C. BRAZIL HOLDINGS II, LLC CINEMARK INTERNATIONAL, L.L.C., as a Guarantor
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By: | /s/ Michael D. Cavalier | |
| Name: | Michael D. Cavalier |
| Title: | Executive Vice President - General Counsel and Business Affairs & Secretary |
[Signature Page - First Amendment]
BARCLAYS BANK PLC, as Administrative Agent and a Replacement Term Lender | ||
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By: | /s/ Sean Duggan | |
| Name: | Sean Duggan |
| Title: | Director |
[Signature Page - First Amendment]
[Replacement Term Lender Signature Pages on file with the Administrative Agent]
Exhibit A
CONVERTING LENDER ELECTION
CONSENT (this “Term Lender Consent”) to the First Amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of May 26, 2023, among Cinemark Holdings, Inc., a Delaware corporation, as parent guarantor, Cinemark USA, Inc., a Texas corporation, as the borrower, the several banks and other lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent.
Signature Page to the Amendment | ||
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Consenting Lender | ||
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By: |
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[[For Lenders requiring a second signature block] |
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By: |
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Name: |
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Title:] |
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PROCEDURE FOR LENDERS:
The above-named Lender elects to (Check Option A or Option B as applicable):
☐ OPTION A – CONSENT AND CONVERT (CASHLESS OPTION): The above signed Term Lender hereby irrevocably and unconditionally approves of and consents to the Amendment and agrees to continue to hold all of such Term Lender’s existing Term Loans, as repriced.
☐ OPTION B – CONSENT AND POST-CLOSE SETTLE OF REPLACEMENT TERM LOANS: The above signed Term Lender hereby irrevocably and unconditionally approves of and consents to the Amend- ment and elects to have all Term Loans held by such Term Lender prepaid on the First Amendment Effec- tive Date and to receive an assignment of an equal principal amount of Replacement Term Loans shortly after the First Amendment Effective Date.
SCHEDULE I
Replacement Term Commitments
Part A
[To be held on file with the Administrative Agent]
Part B
[To be held on file with the Administrative Agent]