September 24, 1997
United Artists Theatre Circuit, Inc.
9110 East Nichols Avenue
Suite 200
Englewood, CO 80112
Attention: Kurt C. Hall
Fondo Optima, S.A. de C.V.
c/o Cinemas United Artists
Camino A. Santa Teresa No. 1040, 8 Piso
Col. Jardines en la Montana
Delegacion Tlalpan
14210 Mexico, D.F.
Attention: Ing. Carlos Walther
Amendment No. 1 to Stock Purchase Agreement
Gentlemen:
Reference is made to the Stock Purchase Agreement,
dated as of July 25, 1997, by and among General Cinema
International, Inc., United Artists Theatre Circuit,
Inc., Fondo Optima, S.A. de C.V. and others (the
"Agreement"). Capitalized terms used herein, unless
otherwise defined herein, shall have the meaning given
them in the Agreement.
By our letter dated July 25, 1997 (the "July 25
Letter"), we provided notice of objection under Section
7.4 and Schedule 7.4 of the Agreement with respect to
certain matters. We also refer to our letter dated
August 8, 1997 (the "August 8 Letter"), in which we have
raised certain concerns in connection with certain other
matters.
This confirms the Parties' agreement as follows:
1. Pursuant to Section 7.4 of the Agreement and
notwithstanding our having sent the July 25 Letter and
the August 8 Letter, the Parties ratify and confirm in
all respects the continued effectiveness of the
Agreement, as amended hereby.
2. Section 3.1 of the Agreement "Time and Place of
Closing" be amended and restated in its entirety as
follows:
"3.1 Time and Place of Closing. Upon the
terms of, and subject to the satisfaction (or waiver
pursuant to Section 14.9 hereof) of the conditions
contained in this Agreement, the closing (the "Closing")
of the transactions contemplated by this Agreement (1)
relating to the Mexican Shares will take place at the
offices of White & Case, S.C., Torre Optima, Paseo de la
Palmas 405-6 Piso, Col. Lomas de Chapultepec, 11000
Mexico, D.F.; (2) relating to the CUAA Shares will take
place at the offices of Munoz De Toro & Munoz De Toro,
Alicia Moreau De Justo, Loft 212, Puerto Madero, 1107 -
Buenos Aires, Argentina; and (3) in all other respects at
the offices of Skadden, Arps, Slate, Meagher & Flom LLP
at 919 Third Avenue, New York, NY, or at such other place
as the parties may mutually agree, simultaneously on
September 26, 1997 (the "Closing Date")."
3. The Parties hereby agree that all references in
the Agreement to August 22, 1997 or to the "Closing Date"
shall in each case be deemed to be references to
September 26, 1997.
4. Pursuant to Section 14.1(b) of the Agreement,
the Parties hereby agree and confirm that they shall
treat the Agreement as relating to the sale of the CUAA
Shares and the Mexican Shares only and to close such
sales, subject to the terms and conditions of the
Agreement as amended hereby, without regard to the
provisions of the Agreement relating to the UATC Shares.
5. References to "October 31, 1997" in Section
12.1 of the Agreement are hereby amended to "December 31,
1997."
6. Schedule 6.1(c) is hereby amended as attached.
7. Pursuant to Section 2.3 of the Agreement, the
Buyer has elected to acquire from UA Mexico the accounts
receivable owned by UA Mexico and due from Cinemas, and
in connection therewith, UA agrees that it shall cause UA
Mexico to execute and deliver any and all documents
necessary to effectuate such transfer; provided, however,
that UA Mexico shall and hereby does retain for itself an
amount of such receivable equal to fifty percent (50%) of
the Cinemas VAT Intercompany Receivable, which UA
acknowledges shall be payable only to the extent of fifty
percent (50%) of the Construction Program VAT Refund as
such amount is paid to Cinemas.
8. The Parties hereby agree that the purchase
price for the CUAA Shares shall be adjusted as provided
in Schedule 8 attached hereto.
Your agreement and acceptance of the foregoing is
signified by your signatures below. Please sign and
return to us one of the enclosed copies of this letter
(as well as the attached confirmation of guarantees,
where appropriate), which shall thereupon become a
binding Amendment No. 1 to the Agreement.
Very truly yours,
UNITED ARTISTS THEATRE GENERAL CINEMA
CIRCUIT, INC. INTERNATIONAL, INC.
By: /s/ R.E. Hardy By: /s/ G. Gail Edwards
Name: R.E. Hardy Name: G. Gail Edwards
Title: Executive Vice Title: VP and Chief
President Financial Officer
UA MEXICO HOLDINGS, S.A. UATC EUROPE B.V.
DE C.V.
By: /s/ R.E. Hardy By: /s/ R.E. Hardy
Name: R.E. Hardy Name: R.E. Hardy
Title: Title: Director
FONDO OPTIMA, S.A. de C.V.
By: /s/ Carlos Walther Esquer
Name: Carlos Walther Esquer
Title: Director
The undersigned consents to the attached Amendment
No. 1 to the Agreement (as amended) and hereby ratifies
and confirms its (1) guarantee of the performance of all
the obligations of General Cinema International, Inc.
under the Agreement (as amended), (2) agreement to be
bound as if it were a Party by the dispute resolution and
arbitration provisions set forth in Section 14.2 of the
Agreement, and (3) representations and warranties to the
Shareholders as to itself as are contained in Sections
5.1, 5.2 and 5.3 of the Agreement.
GC COMPANIES, INC.
By: /s/ G. Gail Edwards
Name: G. Gail Edwards
Title: Vice President and Chief
Financial Officer
The undersigned consents to the attached Amendment
No. 1 to the Agreement (as amended) and hereby ratifies
and confirms its (1) guarantee of the performance of all
the obligations of Fondo Optima, S.A. de C.V. under the
Agreement (as amended), (2) agreement to be bound as if
it were a Party by the dispute resolution and arbitration
provisions set forth in Section 14.2 of the Agreement,
and (3) representations and warranties to the Buyer as to
itself as are contained in Sections 4.2 (a), 4.2(b) and
4.2(c) of the Agreement.
BUFETE INDUSTRIAL S.A.
By: /s/ Jose Mendoza Fernandez
Name: Jose Mendoza Fernandez
Title: Chairman
cc: Jeffrey W. Tindell, Esq. (via facsimile)
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
Gene Hardy, Esq. (via facsimile)
United Artists Theatre Circuit, Inc.
9110 East Nichols Ave., Suite 200
Englewood, CO 80112
Alberto Sepulveda de la Fuente (via facsimile)
White & Case, S.C.
Torre Optima
Paseo de las Palmas 405 - 6 Piso
Col. Lomas de Chapultepec
11000 Mexico, D.F.