EXHIBIT 10.1
EXECUTION COPY
CINEMARK, INC.
FIRST AMENDMENT TO REGISTRATION AGREEMENT AND JOINDER
WHEREAS, Cinemark, Inc., a Delaware corporation (the "COMPANY"),
Madison Dearborn Capital Partners IV, L.P., a Delaware limited partnership
("MDCP"), ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ and The ▇▇▇▇▇▇▇▇ Special Trust (collectively with ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, the "▇▇▇▇▇▇▇▇ INVESTORS") are parties to that certain Registration
Agreement dated March 12, 2004 (the "REGISTRATION AGREEMENT"); and
WHEREAS, pursuant to that certain Securities Purchase Agreement among
MDCP, the Company, Quadrangle Capital Partners LP ("CAPITAL PARTNERS"),
Quadrangle Select Partners LP ("SELECT PARTNERS") and Quadrangle Capital
Partners A LP ("CAPITAL PARTNERS A"; and, together with Capital Partners and
Select Partners, the "QUADRANGLE INVESTORS") dated December 30, 2004 (the
"QUADRANGLE PURCHASE AGREEMENT"), the Quadrangle Investors will acquire a
portion of the Company's Class A Common Stock held by MDCP; and
WHEREAS, the Company, MDCP, the ▇▇▇▇▇▇▇▇ Investors and the Quadrangle
Investors desire to make certain amendments to the Registration Agreement in
connection with the transactions described above;
WHEREAS, the Quadrangle Investors wish to become a party to the
Registration Agreement, as amended by this First Amendment to the Registration
Agreement and Joinder (this "FIRST AMENDMENT"); and
NOW THEREFORE, the parties hereto hereby adopt this First Amendment and
hereby amend the Registration Agreement as set forth herein, effective as of
December 30, 2004 (the "EFFECTIVE DATE"), as follows:
1. The first sentence of paragraph 1(b) of the Registration Agreement
is deleted and replaced with the following sentence: "Subject to paragraph 1(d),
the holders of a majority of the MDCP Registrable Securities shall be entitled
to request four Long-Form Registrations, the holders of a majority of the
▇▇▇▇▇▇▇▇ Registrable Securities shall be entitled to request two Long-Form
Registrations, and the holders of a majority of the Co-Investor Registrable
Securities shall be entitled to request one Long-Form Registration."
2. The proviso at the end of the second sentence of paragraph 1(d) of
the Registration Agreement is deleted and replaced with the following language:
"provided that, if the holder of Registrable Securities that demands a Long-Form
Registration under this Section 1 is unable to include in such Long-Form
Registration at least 66 2/3% of the number of Registrable Securities requested
to be included by such holder in such Long-Form Registration because of the
limits imposed under this paragraph 1(d) of this Agreement, then such Long-Form
Registration shall not be counted for purposes of the limits on the number of
Long-Form Registrations such holder is permitted to demand under paragraph 1(b)
of this Agreement."
3. The definition of "Co-Investor" in paragraph 10(b) of the
Registration Agreement is deleted and replaced with the following language:
""CO-INVESTOR" means Quadrangle Capital Partners LP, Quadrangle Select Partners
LP and Quadrangle Capital Partners A LP, or any of them."
4. Clause (i) of the first sentence of the definition of "Registrable
Securities" in paragraph 10(h) of the Registration Agreement is amended by
adding "including any shares transferred to Co-Investor or a Permitted
Transferee" immediately after "Agreement".
5. The definition of "Co-Investor Registrable Securities" in paragraph
10(c) of the Registration Agreement is deleted and replaced with the following
language: ""CO-INVESTOR REGISTRABLE SECURITIES" means any Registrable Securities
held by any Co-Investor or any of its Permitted Transferees."
6. The definition of "Permitted Transferees" in paragraph 10(g) of the
Registration Agreement is deleted and replaced with the following language:
""PERMITTED TRANSFEREES" has the meaning set forth in the Amended & Restated
Stockholders Agreement, dated as of the date hereof, between the Company, MDCP
and certain other stockholders of the Company."
7. The proviso at the end of the first sentence of paragraph 11(c) of
the Registration Agreement is deleted and replaced with the following language:
"provided that (i) any amendment or waiver that affects only the ▇▇▇▇▇▇▇▇
Registrable Securities and not all Registrable Securities in the same manner,
must also be approved by the holders of a majority of the ▇▇▇▇▇▇▇▇ Registrable
Securities and (ii) any amendment or waiver that affects only the Co-Investor
Registrable Securities and not all Registrable Securities in the same manner,
must also be approved by the holders of a majority of the Co-Investor
Registrable Securities".
8. The Schedule of Investors that forms part of the Registration
Agreement is amended by adding the following names and addresses:
Quadrangle Capital Partners LP
Quadrangle Select Partners LP
Quadrangle Capital Partners A LP
c/o Quadrangle Group, LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
2
FURTHERMORE, by executing and delivering this First Amendment, the
Quadrangle Investors each agree to become a party to, to be bound by, and to
comply with the provisions of the Registration Agreement (as amended by this
First Amendment) as a holder of Registrable Securities in the same manner as if
the undersigned were an original signatory to the Registration Agreement (as
amended by this First Amendment), and the undersigned's 2,213,993 shares of
Class A Common Stock shall be included as Registrable Securities under the
Registration Agreement (as amended by this First Amendment).
Except as expressly modified herein, all of the terms and provisions of
the Registration Agreement are and shall remain in full force and effect. This
First Amendment may be executed simultaneously in two or more counterparts, any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same First
Amendment.
All issues and questions concerning the construction, validity,
interpretation and enforcement of this First Amendment and the exhibits and
schedules hereto shall be governed by, and construed in accordance with, the
laws of the State of Delaware, without giving effect to any choice of law or
conflict of law rules or provisions (whether of the State of Delaware or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.
* * * * *
[SIGNATURE PAGE FOLLOWS]
3
IN WITNESS WHEREOF, the parties have executed this First Amendment to
the Registration Agreement as of the Effective Date.
CINEMARK, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: Vice President-General Counsel
MADISON DEARBORN CAPITAL PARTNERS IV, L.P.
By: Madison Dearborn Partners, IV L.P.
Its: General Partner
By: Madison Dearborn Partners, LLC,
Its: General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Its: President
/s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------------
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
THE ▇▇▇▇▇▇▇▇ TRUST
By: /s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
Its: Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Its: Trustee
4
QUADRANGLE CAPITAL PARTNERS LP
By: Quadrangle GP Investors LP
Its: General Partner
By: Quadrangle GP Investors, LLC
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Managing Principal
QUADRANGLE SELECT PARTNERS LP
By: Quadrangle GP Investors LP
Its: General Partner
By: Quadrangle GP Investors, LLC
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Managing Principal
QUADRANGLE CAPITAL PARTNERS A LP
By: Quadrangle GP Investors LP
Its: General Partner
By: Quadrangle GP Investors, LLC
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Managing Principal
5
