Waiver and Seven Amendment to Second Amended and Restated Credit Agreement, dated October 3, 2024, between Consolidated Amusement Holdings, LLC, and Bank of America, N.A

Contract Categories: Business Finance - Credit Agreements
EX-10.36 3 rdi-20241231xex10_36.htm EX-10.36 Exhibit 1036 CAHI Seventh amendment

EXECUTION VERSION





SEVENTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT





THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Seventh Amendment”), dated as of October 3, 2024, is entered into by and among Consolidated Amusement Holdings, LLC, a Nevada limited liability company (the “Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Guarantors”), the financial institutions identified on the signature pages hereto (collectively, the “Lenders”), and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, with reference to the following facts:



RECITALS



A. The Borrower, the Guarantors, the Lenders, and Bank of America as Administrative Agent, Swingline Lender and L/C Issuer are parties to a Second Amended and Restated Credit Agreement, dated as of March 6, 2020, as amended by a Waiver and First Amendment to Second Amended and Restated Credit Agreement dated as of May 15, 2020 (the “First Amendment”), by a Waiver and Second Amendment to Second Amended and Restated Credit Agreement dated as of August 7, 2020 (the “Second Amendment”), by a Waiver and Third Amendment to Second Amended and Restated Credit Agreement dated as of November 8, 2021 (the “Third Amendment”), by a Fourth Amendment to Second Amended and Restated Credit Agreement dated as of November 29, 2022 (the “Fourth Amendment”), by a Waiver and Fifth Amendment to Second Amended and Restated Credit Agreement dated as of March 30, 2023 (the “Fifth Amendment”), and by a Waiver and Sixth Amendment to Second Amended and Restated Credit Agreement dated as of March 27, 2024 (the “Sixth Amendment” and collectively with the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and Second Amended and Restated Credit Agreement, the “Credit Agreement”), pursuant to which the Lenders provide a revolving credit facility to the Borrower in an aggregate amount of up to $55,000,000.00.



B. The parties are entering into this Seventh Amendment by which the Lenders will defer certain required principal payments and make certain other changes to the Credit Agreement as set forth below.



NOW, THEREFORE, the parties hereby agree as follows:



1. Defined Terms. Any and all initially capitalized terms used in this Seventh Amendment without definition (including, without limitation, in the recitals to this Seventh Amendment) shall have the respective meanings set forth for such terms in the Credit Agreement.



2. Deferral; Amendments to Credit Agreement. As a one-time accommodation, the parties agree that the required $500,000 monthly principal payments due on October 4, 2024, November 5, 2024 and December 5, 2024, as set forth in Section 4.3 of the Third Amendment, are deferred (the “Deferred Principal Payments”) until the earlier of (i) December 27, 2024 or (ii) the date falling five (5) Business Days after the sale of the International Properties (the “Deferral Payment Date”). The Deferred Principal Payments shall be due and payable on the Deferral Payment Date. In consideration of the Lenders agreeing to defer the Deferred Principal Payments until the Deferral Payment Date, the Borrower Group agrees, notwithstanding anything to the contrary in the Credit Agreement, to make an additional principal payment on the Loan in an amount equal to one-hundred percent (100%) of the Net Property Sale Proceeds arising from the sale of the International Properties (but for clarity purposes only, not 150% of the Net Property Sales Proceeds arising from the sale of the International Properties), which shall be due and payable upon within ten (10) Business Days’ of the receipt of such Net Property Sale Proceeds by any member of the





#84839937v4<BN> - Seventh Amendment to Second Amended and Restated Credit Agreement

 


 

Borrower Group (the “Additional International Sales Proceeds”). The Additional International Sales Proceeds shall be applied to the Loan’s principal balance, in inverse order of maturity. Commencing on January 6, 2025, Borrower shall immediately and automatically (without further notice or demand from Lender) resume all scheduled principal payments under the Credit Agreement and/or any other Loan Document (as and when required thereunder) subject, in all events, to the specific amendments expressly set forth herein. Nothing herein shall amend or modify the required mandatory pre-payments required by the Credit Agreement upon the sale of the Reading Sale Properties (except with respect to the sale of the International Properties as expressly set forth herein).



3. General Release. From and after the effective date of this Seventh Amendment, the Borrower and each Guarantor hereby agrees that, without any further act, the Administrative Agent, each Lender and each other Secured Party is fully and forever released and discharged from any and all claims for damages or losses to the Borrower, any Guarantor, or to any property of the Borrower or any Guarantor (whether any such damages or losses are known or unknown, foreseen or unforeseen, or patent or latent), including, without limitation, any tort claim, demand, action or cause of action of any nature, whatsoever, arising under or relating to the Credit Agreement or the other Loan Documents or any of the transactions related thereto, in each case, prior to the date hereof, and the Borrower and each Guarantor hereby waive application of California Civil Code Section 1542. The Borrower and each Guarantor certify that they have read the following provisions of California Civil Code Section 1542:



A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.



The Borrower and each Guarantor understands and acknowledges that the significance and consequence of this waiver of California Civil Code Section 1542 is that even if the Borrower or such Guarantor should eventually suffer additional damages arising out of the facts referred to above, it will not be able to make any claim for those damages. Furthermore, the Borrower and each Guarantor acknowledge that they intend these consequences even as to claims for damages that may exist as of the date of this release but which the Borrower or such Guarantor does not know exist, and which, if known, would materially affect the Borrower’s or such Guarantor’s decision to execute this Seventh Amendment, regardless of whether the Borrower’s or such Guarantor’s lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause.



4. Conditions Precedent. This Seventh Amendment shall become effective as of the date first set forth above upon satisfaction of the following conditions:



4.1This Seventh Amendment. The Administrative Agent shall have received this Seventh Amendment duly executed by the Borrower, the Guarantors, and each of the Lenders, as applicable;



4.2Accrued Interest. Administrative Agent has received the payment of all accrued and outstanding interest that is due (other than PIK Interest) on the Loan;



4.3Officer’s Certificates. Administrative Agent shall have received officer’s certificates and resolutions authorizing this Seventh Amendment, provided that the resolutions for Reading International, Inc. shall be delivered within ten (10) days of the date of this Seventh Amendment;







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4.4Due Diligence. Administrative Agent and Lenders have received and are reasonably satisfied with all reports, inspections, and examinations required by Administrative Agent and Lenders, provided that satisfactory good standing certificates for Borrower and Guarantors shall be delivered within ten (10) days of the date of this Seventh Amendment; and



4.5Fees and Expenses. The Administrative Agent shall have received all fees, expenses and other amounts that have been invoiced by Administrative Agent to Borrower on or before the date hereof, including, without limitation, the legal invoices provided by Administrative Agent to Borrower on September 24, 2024 in the aggregate amount of $11,906.00.



5. Reaffirmation and Ratification. The Borrower and each Guarantor hereby reaffirms, ratifies and confirms its Obligations under the Credit Agreement (to the extent it is a party) and all other Loan Documents and acknowledges that all of the terms and conditions of the Credit Agreement and all other Loan Documents, except as otherwise provided herein or therein, remain in full force and effect. The Borrower and each Guarantor further acknowledges and agrees that the liens, security interests, pledges, and assignments created by the Credit Agreement and Loan Documents are valid, effective, properly perfected, and enforceable liens, security interests, pledges, and assignments, and hereby reaffirms the grant of all liens, security interests, pledges, and assignments which each has previously granted to the Administrative Agent and Lenders.



6. Acknowledgements. The Loan Parties acknowledge and agree that as of the effective date of this Seventh Amendment: (i) the Indebtedness is just, due, and owing, without any right of any Loan Party to setoff, recoup, or counterclaim; (ii) the Administrative Agent and Lenders have fully performed all of their obligations under the Credit Agreement and Loan Documents and are not in default under any terms, provisions, or conditions of the Credit Agreement or the Loan Documents, and in addition, no circumstances exist under which Administrative Agent and Lenders may be deemed in default merely upon service of notice or passage of time or both; and (iii) the Loan Parties have no defenses to the Indebtedness, the Credit Agreement, or the Loan Documents.



7. Representations and Warranties. Each of the Loan Parties hereby confirms that all representations and warranties of the Loan Parties contained in Article V of the Credit Agreement (to the extent it is a party to the Credit Agreement or in the case of Reading International, Inc., all of the representations and warranties in its Continuing and Unconditional Guaranty dated March 27, 2024), as applicable, continue to be true and correct in all material respects after giving effect to this Seventh Amendment, except: (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects; and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, in each case, that any representation or warranty which is qualified by reference to Material Adverse Effect shall exclude events, circumstances, occurrences or conditions arising from the COVID-19 pandemic.



8. Events of Default. After giving effect to this Seventh Amendment, no Default nor any Event of Default has occurred and is continuing under the Credit Agreement.



9. Integration. This Seventh Amendment constitutes the entire agreement of the parties in connection with the subject matter hereof and cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations regarding the subject matter hereof, if any, are merged into this Seventh Amendment.









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10. Counterparts. This Seventh Amendment may be executed in multiple counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute but one and the same agreement.



11. Governing Law. This Seventh Amendment shall be governed by, and construed and enforced in accordance with, the internal laws (as opposed to the conflicts of law principles) of the State of New York.



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IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment by their respective duly authorized officers as of the date first above written.





 

 



BORROWER:



 



CONSOLIDATED AMUSEMENT HOLDINGS,



LLC, a Nevada limited liability company



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer







 


 





 

 



 

 



GUARANTORS:



 



CONSOLIDATED ENTERTAINMENT, LLC,



a Nevada limited liability company



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer









 

 



 

 



 

 



ANGELIKA FILM CENTER MOSAIC, LLC,



a Nevada limited liability company



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer









 

 



 

 



ANGELIKA FILM CENTERS



a Delaware limited liability company



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer









 

 



 

 



READING CINEMAS NJ, INC.,



a Delaware corporation



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer









 

 



CONSOLIDATED CINEMA SERVICES, LLC,



a Nevada limited liability company



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer



 


 



 

 



READING MURRIETA THEATER, LLC,



a Nevada limited liability company



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer









 

 



KAHALA CINEMA COMPANY, LLC,



a Nevada limited liability company



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer









 

 



KAAHUMANU CINEMAS, LLC,



a Nevada limited liability company



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer









 

 



READING CONSOLIDATING HOLDINGS, INC.,



a Nevada corporation



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer



 


 



 

 



KMA CINEMAS, LLC,



a Nevada limited liability company



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer









 

 



CARMEL THEATRES, LLC,



a Nevada limited liability company



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer









 

 



READING FOOD SERVICES, LLC,



a Nevada limited liability company



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer









 

 



READING INTERNATIONAL, INC.,



a Nevada corporation



 

 



By:

/s/ Gilbert Avanes



 

Gilbert Avanes



 

Chief Financial Officer



 


 





 

 



ADMINISTRATIVE AGENT AND LENDERS:



 



BANK OF AMERICA, N.A.,



as Administrative Agent



 

 



By:

/s/ G. Christopher Miller



Name:

G. Christopher Miller



Title:

Senior Vice President









 

 



BANK OF AMERICA, N.A.,



as a Lender, L/C Issuer and Swingline Lender



 

 



By:

/s/ G. Christopher Miller



Name:

G. Christopher Miller



Title:

Senior Vice President



 


 



 

 



BANK OF HAWAll,



as a Lender



 

 



By:

/s/ Merleen Lee



 

Merleen Lee



 

Vice President