Exhibit 10.19
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of April 2, 2002 (the
"Fifth Amendment") is entered into among ▇▇▇▇▇-STAR PARTNERS (the "Company"),
STANDARD FEDERAL BANK N.A. (formerly known as Michigan National Bank), BANK ONE,
NA (formerly known as Bank One, Michigan), FIFTH THIRD BANK (formerly known as
Old Kent Bank), NATIONAL CITY BANK MICHIGAN/ILLINOIS (together with their
respective successors and assigns, the "Banks") and STANDARD FEDERAL BANK N.A.
(formerly known as Michigan National Bank), as agent for the Banks (the
"Agent").
WHEREAS, on June 9, 1999, some of the Banks and the Company entered
into a Credit Agreement (as previously amended, the "Agreement"), which the
parties desire to amend as hereafter set forth;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree to amend the
Agreement as follows:
1. On July 11, 2002, the Company shall pay off Fifth Third Bank in
full.
2. Notwithstanding anything contained in the Agreement to the contrary,
the parties hereby agree that the Agent shall not be required to take, and shall
not take, any action to find a substitute lender for Fifth Third Bank.
3. Upon the payoff of Fifth Third Bank in full as required under
Section 1 above, the following shall occur without any further action by the
parties hereto:
A. Fifth Third Bank shall cease to be a party to the Agreement.
B. The definition of Maximum Available Amount shall be amended by
adding the following language to the end thereof:
Notwithstanding anything contained herein to the contrary, from
and after July 11, 2002, Maximum Available Amount means: the lesser of
(a) $54,437,500.00 and (b) the amount equal to 81.25% of 3.5 times
EBITDA.
C. The definition of Revolving Commitment Amount shall be restated to
read in its entirety as follows:
Revolving Commitment Amount means $80,000,000.00 prior to
September 1, 2000, $72,000,000.00 from and after September 1, 2000
through June 4, 2001, $67,000,000.00 from and after June 5, 2001
through July 10, 2002, and $54,437,500.00 at all times from and after
July 11, 2002, as reduced from time to time pursuant to Section 6.1.
1
D. Schedule 2.1 attached to the Agreement shall be amended and
replaced by Schedule 2.1 attached to the Fifth Amendment.
E. Schedule 14.3 attached to the Agreement shall be amended and
replaced by Schedule 14.3 attached to the Fifth Amendment.
4. The failure of the Company to pay off Fifth Third Bank in full as
required pursuant to Section 1 above, shall constitute an Event of Default under
the Credit Agreement.
The Company hereby represents and warrants that each of the
representations and warranties set forth in the Agreement are true and accurate
as of the date of this Fifth Amendment.
The Company shall reimburse the Agent for the reasonable legal fees
incurred by the Agent in connection with the negotiation and preparation of this
Fifth Amendment.
Except as expressly amended hereby, the Credit Agreement shall remain
in full force and effect.
This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment. This Fifth Amendment shall become
effective only at such time that all of the undersigned parties have executed
one or more counterparts hereof and delivered such counterparts to the Agent.
Delivered at Troy, Michigan, as of the day and year first above written.
▇▇▇▇▇-STAR PARTNERS
By: Star Theatres of Michigan, Inc., Its
Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
------------------------
Title: Senior Vice President & General
Counsel
2
STANDARD FEDERAL BANK N.A., as Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
Title: Vice President
STANDARD FEDERAL BANK N.A., as
Issuing Bank and as a Bank
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
Title: Vice President
BANK ONE, NA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
Title: Director
FIFTH THIRD BANK
By: /s/ G.B.B.
------------------------
Title: Vice President and Manager
NATIONAL CITY BANK MICHIGAN/ILLINOIS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
Title: Senior Vice President
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SCHEDULE 2.1
BANKS AND PRO RATA SHARES
Pro Rata Share
of Revolving
Bank Commitment Amount Pro Rata Share
---- ----------------- --------------
Standard Federal Bank N.A $33,500,000.00 61.5385%
Bank One, NA $10,887,500.00 20.0000%
National City Bank
Michigan/Illinois $10,050,000.00 18.4625%
-------------- --------
TOTALS $54,437,500.00 100%
SCHEDULE 14.3
ADDRESSES FOR NOTICES
▇▇▇▇▇-STAR PARTNERS:
Loews Cineplex Entertainment Corporation
11 th Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Loews Cineplex Entertainment Corporation
11 th Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
STANDARD FEDERAL BANK, N.A., as Agent, Issuing Bank and a Bank:
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
BANK ONE, NA
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
NATIONAL CITY BANK MICHIGAN/ILLINOIS
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (R-J40-4F)
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇