EXHIBIT 10.15
FOURTH AMENDMENT AND WAIVER
TO
AMENDED AND RESTATED
CREDIT AGREEMENT
FOURTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of May 22, 1998 (this "Fourth Amendment"), to the Amended and Restated Credit
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Agreement dated as of August 7, 1997, as amended by the First Amendment and
Waiver to Amended and Restated Credit Agreement dated as of November 13, 1997,
the Second Amendment and Waiver to Amended and Restated Credit Agreement dated
as of December 13, 1997 and the Third Amendment to Amended and Restated Credit
Agreement dated as of January 7, 1998 (as so amended, the "Credit Agreement"),
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among Hollywood Theater Holdings, Inc. (the "Parent"), Hollywood Theaters, Inc.
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(the "Company"), the banks and other financial institutions parties thereto
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(collectively, the "Banks"; individually, a "Bank"), and Bank of America
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National Trust and Savings Association, as Administrative Agent for the Banks
(the "Administrative Agent").
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W I T N E S S E T H:
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WHEREAS, pursuant to the Credit Agreement, the Banks have agreed to make,
and have made, certain loans and other extensions of credit to the Borrower; and
WHEREAS, Parent and the Company have requested that the Administrative
Agent and the Banks waive certain terms and conditions under the Credit
Agreement as more fully set forth herein; and
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms defined in the Credit Agreement
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and not otherwise defined herein shall have the meanings given to them in the
Credit Agreement.
2. Amendments to Credit Agreement. Section 1.1 of the Credit
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Agreement is hereby amended by adding thereto the following definitions in the
appropriate alphabetical order:
"Equity Issuance": shall mean an issuance and sale by the Parent of a
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minimum of $30,000,000 of its Capital Stock, either through private
placement or public offering.
"Fourth Amendment": that Fourth Amendment and Waiver to Amended and
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Restated Credit Agreement among the Parent, the
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Company, the Administrative Agent and the Banks parties thereto.
3. Waivers. The Administrative Agent and the Banks hereby grant the
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following waivers on the following terms:
(a) the provisions of subsection 2.7(d) hereby are waived beginning on
the date hereof and ending at 11:59 p.m. on August 31, 1998 (the "Equity
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Issuance Waiver Period") solely to permit the Equity Issuance to be consummated
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on or prior to August 31, 1998, without a corresponding mandatory prepayment of
the Loans and reduction of the Revolving Loan Commitments; and
(b) the provisions of the first sentence of subsection 4.3(f) hereby
are waived until the end of the Equity Issuance Waiver Period; provided,
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however, that if an Equity Issuance shall not have occurred prior to the end of
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the Equity Issuance Waiver Period, the Parent shall affect a Required Equity
Contribution within thirty (30) days after the end of the Equity Issuance Waiver
Period in an amount not less than the aggregate amount of all Construction
Advances in excesss of $12,000,000 made from and after the Third Amendment
Effective Date to and including the last day of the Equity Issuance Waiver
Period, and any failure of Parent to affect such Required Equity Contribution
shall be an Event of Default.
4. Payment of Expenses. The Company agrees to pay or reimburse the
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Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with the negotiation, preparation and distribution of
documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the Administrative Agent.
5. No Other Amendments; Confirmation. Except as expressly amended,
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modified and supplemented hereby, the provisions of the Credit Agreement and the
other Loan Documents are and shall remain in full force and effect.
6. Affirmation of Guarantees. The Parent hereby consents to the
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execution and delivery of this Fourth Amendment and reaffirms its obligations
under Article X of the Credit Agreement.
7. Counterparts. This Fourth Amendment may be executed in any
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number of separate counterparts, each of which, when so executed, shall be
deemed an original, and all of said counterparts taken together shall be deemed
to constitute but one and the same instrument.
8. GOVERNING LAW AND JURISDICTION. THIS FOURTH AMENDMENT SHALL BE
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GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
WITHOUT CONSIDERATION OF ITS CONFLICT OF LAWS PRINCIPLES, AND APPLICABLE FEDERAL
LAW.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
HOLLYWOOD THEATER HOLDINGS, INC.
By: /s/ James R. Featherstone
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James R. Featherstone
Vice President
HOLLYWOOD THEATERS, INC.
By: /s/ James R. Featherstone
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James R. Featherstone
Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Administrative Agent and as a Bank
By: /s/ Carl F. Salas
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Carl F. Salas
Vice President
THE BANK OF NOVA SCOTIA, as a Bank
By: /s/ Vincent J. Fitzgerald
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Name: Vincent J. Fitzgerald, Jr.
Title: Authorized Signatory
BANK ONE TEXAS, N.A., as a Bank
By: /s/ Gina A. Norris
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Name: Gina A. Norris
Title: Vice President
THE SUMITOMO BANK, LIMITED, as a Bank
By: /s/ H. W. Redding
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Name: H. W. Redding
Title: Vice President and Manager
By: /s/ Stan Marciniak
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Name: Stan Marciniak
Title: Vice President and Manager
Operations