AMENDMENT TO THE EIGHTH AMENDMENT AND WAIVER
AMENDMENT TO THE EIGHTH AMENDMENT AND WAIVER, dated as of August 21, 2020 (this Waiver Amendment), to that certain Amended and Restated Credit Agreement, dated as of December 18, 2012 (as amended by the First Amendment thereto dated as of December 18, 2012, the Second Amendment thereto dated as of May 8, 2015, the Third Amendment thereto dated as of June 13, 2016, the Fourth Amendment thereto dated as of December 15, 2016, the Fifth Amendment thereto dated as of June 16, 2017, the Sixth Amendment thereto dated as of November 28, 2017, the Seventh Amendment thereto dated as of March 29, 2018, and the Eighth Amendment and Waiver thereto dated as of April 17, 2020, the Credit Agreement, and as amended by this Waiver Amendment, the Amended Credit Agreement) among CINEMARK HOLDINGS, INC. (the Parent), CINEMARK USA, INC. (the Borrower), the several banks and other financial institutions party thereto (the Lenders), BARCLAYS BANK PLC, as administrative agent for the Lenders (in such capacity, the Administrative Agent), and the other agents party thereto. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.
WHEREAS, the Borrower, the Lenders and others are party to the Credit Agreement.
WHEREAS, the Borrower has engaged Barclays Bank PLC (Barclays), to act as the sole lead arranger and sole bookrunner in structuring and facilitating this Waiver Amendment.
WHEREAS, pursuant to the Eighth Amendment and Waiver, dated as of April 17, 2020, to the Credit Agreement (the Existing Waiver), the Majority Revolving Credit Facility Lenders consented to waive the requirements of Section 7.1 of the Credit Agreement for the fiscal quarters ending September 30, 2020 and December 31, 2020, on the terms and subject to the conditions set forth in the Existing Waiver.
WHEREAS, the Borrower has requested that the Majority Revolving Credit Facility Lenders consent to amend certain terms and conditions of the Existing Waiver as set forth herein, and the Majority Revolving Credit Facility Lenders are willing to consent to amend the Existing Waiver on the terms and subject to the conditions set forth in this Waiver Amendment.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I. AMENDMENTS TO THE EXISTING WAIVER
On and after the Effective Date, the Borrower and the Revolving Credit Lenders party hereto (which collectively constitute the Majority Revolving Credit Facility Lenders) hereby consent to and do amend and restate Section II of the Existing Waiver in its entirety as follows: