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                                                                   EXHIBIT 10.18

                         SEVENTH AMENDMENT AND WAIVER
                            TO AMENDED AND RESTATED
                               CREDIT AGREEMENT


     SEVENTH AMENDMENT AND WAIVER, dated as of December 15, 1998 (this "Seventh
                                                                        -------
Amendment"), to the Amended and Restated Credit Agreement dated as of August 7,
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1997, as amended by the First Amendment and Waiver to Amended and Restated
Credit Agreement dated as of November 13, 1997 the Second Amendment and Waiver
to Amended and Restated Credit Agreement dated as of December 13, 1997, the
Third Amendment to Amended and Restated Credit Agreement dated as of January 7,
1998, the Fourth Amendment to the Amended and Restated Credit Agreement dated as
of May 22, 1998, the Fifth Amendment and Waiver to Amended and Restated Credit
Agreement dated as of August 14, 1998 and the Sixth Amendment and Waiver to
Amended and Restated Credit Agreement dated as of October 1998 (as so amended,
the "Credit Agreement"), among Hollywood Theater Holdings, Inc. (the "Parent"),
     ----------------                                                 ------   
Hollywood Theaters, Inc. (the "Company"), the banks and other financial
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institutions parties thereto (collectively, the "Banks"; individually, a
                                                 -----                  
"Bank"), and Bank of America National Trust and Savings Association, as
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Administrative Agent for the Banks (the "Administrative Agent").
                                         --------------------   

                             W I T N E S S E T H:
                             ------------------- 

     WHEREAS, pursuant to the Credit Agreement, the Banks have agreed to make,
and have made, certain loans and other extensions of credit to the Borrower; and

     WHEREAS, Parent and the Company have requested that the Administrative
Agent and the Banks amend and waive certain terms and conditions under the
Credit Agreement as more fully set forth herein; and

     NOW, THEREFORE, the parties hereto hereby agree as follows:

          1.   Defined Terms.  Capitalized terms defined in the Credit Agreement
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and not otherwise defined herein shall have the meanings given to them in the
Credit Agreement.

          2.   Amendments to Credit Agreement.  (a) Section 1.1 of the Credit
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Agreement is hereby amended by adding thereto the following definitions in the
appropriate alphabetical order:

          "Seventh Amendment": the Seventh Amendment and Waiver to Amended and
           -----------------                                                  
     Restated Credit Agreement, dated as of December 15, 1998, among the Parent,
     the Company, the Administrative Agent and the banks party thereto.

          (b) Section 2.1 of the Credit Agreement is hereby amended by (i)
deleting the first reference to the date "December 15, 1998" and substituting
in lieu thereof the date "December 21, 1998", and (ii) deleting the last
sentence thereof and substituting in lieu thereof the following:

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                                                                               2


     "Consistent with the foregoing, the Beacon Letter of Credit delivered to
     Administrative Agent pursuant to the Fifth Amendment may be amended
     simultaneously with the execution and delivery of the Seventh Amendment in
     a manner satisfactory to Administrative Agent to provide that the
     Administrative Agent may not draw on the Beacon Letter of Credit due to
     failure of the Additional Equity Issuance to occur until on or after
     December 21, 1998".

          3.   Waivers.  The Administrative Agent and the Banks hereby grant the
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following waivers on the following terms:

          (a) the provisions of subsection 2.7(d) hereby are waived beginning on
the date hereof and ending at 2:00 p.m. (New York City time) on December 21, 
1998 (the "Additional Equity Issuance Waiver Period") solely to permit the
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Additional Equity Issuance to be consummated on or prior to December 21, 1998,
without a corresponding mandatory prepayment of the Loans and reduction of the
Revolving Loan Commitments;

          (b) the provisions of the first sentence of subsection 4.3(f) are
hereby waived until the end of the Additional Equity Issuance Waiver Period;
provided, however, that if the Additional Equity Issuance shall not have
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occurred prior to the end of the Additional Equity Issuance Waiver Period, the
Parent shall affect a Required Equity Contribution within forty-five (45) days
after the end of the Additional Equity Issuance Waiver Period in an amount not
less than the aggregate amount of all Construction Advances in excess of $12,
000,000 made from and after the Third Amendment Effective Date to and including
the last day of the Additional Equity Issuance Waiver Period, and any failure of
Parent to affect such Required Equity Contribution shall be an Event of Default;

          (c) the provisions of subsection 7.1(a), 7.1(b) and 7.1(d) are hereby
waived until the end of the Additional Equity Issuance Waiver Period, after
which period the foregoing waiver shall terminate and the provisions of
subsection 7.1(a), 7.1(b) and 7.1(d) shall be reinstated with full force and
effect.

          4.   Representations and Warranties.  The Company hereby confirms,
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reaffirms and restates as of the date hereof the representations and warranties
made by it in Article V of the Credit Agreement.  The Company represents and
warrants that as of the date hereof no Default or Event of Default has occurred
and is continuing.

          5.   Continuing Effect of Credit Agreement.  This Amendment shall not
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constitute a waiver, amendment or modification of any other provision of the
Credit Agreement not expressly referred to herein and shall not be construed as
a waiver or consent to any further or future action on the part of the Borrower
that would require a waiver or consent of the Banks or the Administrative Agent.
Except as expressly modified hereby, the provisions of the Credit Agreement are
and shall remain in full force and effect.
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          6.   Payment of Expenses.  The Company agrees to pay or reimburse the
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Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with the negotiation, preparation and distribution of
documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the Administrative Agent.

          7.   Affirmation of Guarantees.  The Parent hereby consents to the
               -------------------------                                    
execution and delivery of this Seventh Amendment and reaffirms its obligations
under Article X of the Credit Agreement.

          8.   Counterparts.  This Seventh Amendment may be executed in any
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number of separate counterparts, each of which, when so executed, shall be
deemed an original, and all of said counterparts taken together shall be deemed
to constitute but one and the same instrument.

          9.   Effectiveness.  This Seventh Amendment shall be effective upon
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(a) receipt by the Administrative Agent of counterparts hereof, duly executed
and delivered by the Borrower, the Parent, the Administrative Agent and the
Banks and (b) receipt by the Administrative Agent of the Beacon Letter of
Credit, amended to reflect an expiration date of December 21, 1998.

          10.  GOVERNING LAW AND JURISDICTION.  THIS SEVENTH AMENDMENT SHALL BE
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GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
WITHOUT CONSIDERATION OF ITS CONFLICT OF LAWS PRINCIPLES, AND APPLICABLE FEDERAL
LAW.
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          IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.

                                        HOLLYWOOD THEATER HOLDINGS, INC.


                                        By: /s/ James R. Featherstone
                                           -----------------------------------
                                              James R. Featherstone
                                              Vice President
                        
                                        HOLLYWOOD THEATERS, INC.


                                        By: /s/ James R. Featherstone
                                           -----------------------------------
                                              James R. Featherstone
                                              Vice President

                                        BANK OF AMERICA NATIONAL TRUST AND
                                        SAVINGS ASSOCIATION, as Administrative
                                        Agent and as a Bank


                                        By: /s/ James T. Gilland
                                           -----------------------------------
                                            James T. Gilland 
                                            Senior Vice President
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                                                                               5

                                        THE BANK OF NOVA SCOTIA, as a Bank



                                        By: /s/ Paul A. Weissenberger
                                           -----------------------------------
                                        Name:  P. A. Weissenberger
                                        Title: Authorized Signatory
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                                                                               7

                                        THE SUMITOMO BANK, LIMITED, as a Bank



                                        By: /s/ H. W. Redding
                                           -----------------------------------
                                        Name: H. W. Redding
                                        Title: Vice President and Manager



                                        By: /s/ Richard C. Bailey
                                           -----------------------------------
                                        Name: Richard C. Bailey
                                        Title: Vice President and Manager
                                               Credit Administration