Fifth Amendment to Credit Agreement among Loeks-Star Partners and Lender Banks

Summary

This amendment updates the existing credit agreement between Loeks-Star Partners and several banks, including Standard Federal Bank N.A., Bank One, NA, Fifth Third Bank, and National City Bank Michigan/Illinois. It requires Loeks-Star Partners to pay off Fifth Third Bank by July 11, 2002, after which Fifth Third Bank will no longer be part of the agreement. The amendment also revises certain financial terms and schedules, and confirms that failure to pay off Fifth Third Bank will be considered a default. All other terms of the original agreement remain unchanged.

EX-10.19 8 e62399a1exv10w19.txt FIFTH AMENDMENT TO CREDIT AGREEMENT 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 LOEKS-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. LOEKS-STAR PARTNERS By: Star Theatres of Michigan, Inc., Its Partner By: /s/ John C. McBride, Jr. ------------------------ Title: Senior Vice President & General Counsel 2 STANDARD FEDERAL BANK N.A., as Agent By: /s/ Lauren R. Fusco ------------------------ Title: Vice President STANDARD FEDERAL BANK N.A., as Issuing Bank and as a Bank By: /s/ Lauren R. Fusco ------------------------ Title: Vice President BANK ONE, NA By: /s/ Heather D. Gressle ------------------------ Title: Director FIFTH THIRD BANK By: /s/ G.B.B. ------------------------ Title: Vice President and Manager NATIONAL CITY BANK MICHIGAN/ILLINOIS By: /s/ Kent R. Ebert ------------------------ Title: Senior Vice President 3 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 LOEKS-STAR PARTNERS: Loews Cineplex Entertainment Corporation 11 th Floor 711 Fifth Avenue New York, NY 10022-3109 Attention: Jack C. McBride, Jr. Telephone: 212 ###-###-#### Facsimile: 212 ###-###-#### Loews Cineplex Entertainment Corporation 11 th Floor 711 Fifth Avenue New York, NY 10022-3109 Attention: Travis Reid Telephone: 212 ###-###-#### Facsimile: 212 ###-###-#### STANDARD FEDERAL BANK, N.A., as Agent, Issuing Bank and a Bank: 2600 West Big Beaver Road Troy, MI 48084 Attention: Lauren Fusco Telephone: 248 ###-###-#### Facsimile: 248 ###-###-#### BANK ONE, NA 611 Woodward Avenue Mail Suite MI1-8074 Detroit, MI 48226 Attention: Thomas Gamm Telephone: 313 ###-###-#### Facsimile: 313 ###-###-#### NATIONAL CITY BANK MICHIGAN/ILLINOIS 1001 South Worth Street (R-J40-4F) Birmingham, MI 48009 Attention: Brian Harbin Telephone: 248 ###-###-#### Facsimile: 248 ###-###-####