Exhibit 10.32 AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • May 12th, 2005 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
Exhibit 4.14 MARQUEE HOLDINGS INC. 12% Senior Discount Notes Due 2014 REGISTRATION RIGHTS AGREEMENTRights Agreement • February 8th, 2005 • Marquee Holdings Inc. • New York
MANAGEMENT STOCKHOLDERS AGREEMENT OF MARQUEE HOLDINGS INC.Management Stockholders Agreement • February 8th, 2005 • Marquee Holdings Inc. • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2010 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 7th day of April 2009, by and between AMC Entertainment Inc., a Delaware corporation (the “Company”), and Robert Lenihan (the “Executive”).
AMC ENTERTAINMENT INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2010 • Marquee Holdings Inc. • Services-motion picture theaters • New York
Goldman, Sachs & Co. J.P. Morgan Securities LLC Barclays Capital Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Foros Securities LLC
AS TRUSTEE 12% SENIOR DISCOUNT NOTES DUE 2014Merger Agreement • February 8th, 2005 • Marquee Holdings Inc. • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2009 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 23rd day of February 2009, by and between AMC Entertainment Inc., a Delaware corporation (the “Company”), and Gerardo I. Lopez (the “Executive”).
NATIONAL CINEMEDIA, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT DATED AS OF FEBRUARY 13, 2007Limited Liability Company Operating Agreement • February 20th, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
This Third Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of National CineMedia, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of February 13, 2007, by and among each of the parties hereto and amends and restates in full the Second Amended Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • Missouri
This Amended and Restated Employment Agreement (the "Agreement"), is entered into as of December 17, 2007, effective as of the date of the Initial Public Offering, by and among AMC ENTERTAINMENT HOLDINGS, INC. ("Holdings"), MARQUEE HOLDINGS INC., a Delaware corporation ("Marquee"), AMC ENTERTAINMENT INC., a Delaware corporation ("AMCE" and, collectively with Holdings and Marquee, the "Company"), and PETER C. BROWN ("Employee"). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:
AMC ENTERTAINMENT INC. AND U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE 9.75% SENIOR SUBORDINATED NOTES DUE 2020 INDENTURE DATED AS OF DECEMBER 15, 2010Indenture • December 17th, 2010 • Marquee Holdings Inc. • Services-motion picture theaters • New York
INDENTURE dated as of December 15, 2010, among AMC ENTERTAINMENT INC., a Delaware corporation (the “Company”), the Guarantors party hereto from time to time and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 13th, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • New York
This Supplemental Indenture, dated as of January 26, 2006 (this “Supplemental Indenture” or “Guarantee”), among the guarantors listed on Exhibit A hereto (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), AMC Entertainment Inc. (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below and HSBC Bank USA, National Association, as Trustee under the Indenture referred to below.
AMC Entertainment Holdings, Inc. 2010 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 14th, 2010 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this "Award Agreement") is made effective as of the [ ] day of [ ], 2010 (the "Date of Grant"), between AMC Entertainment Holdings, Inc., a Delaware corporation (the "Company"), and [grantee] (the "Participant"):
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • February 13th, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • New York
This Supplemental Indenture, dated as of January 26, 2006 (this “Supplemental Indenture” or “Guarantee”), among the guarantors listed on Exhibit A hereto (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), AMC Entertainment Inc. (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below, and HSBC Bank USA, National Association, as Trustee under the Indenture referred to below.
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2010 • Marquee Holdings Inc. • Services-motion picture theaters • Missouri
This Employment Agreement is entered into by and among AMC ENTERTAINMENT INC., a Delaware corporation (“AMCE”), AMERICAN MULTI-CINEMA, INC., a Missouri corporation (“AMC” and, collectively with AMCE, the “Company”), and SAMUEL D. GOURLEY (“Employee”). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:
UNIT PURCHASE AGREEMENT AMONG KERASOTES SHOWPLACE THEATRES HOLDINGS, LLC, KERASOTES SHOWPLACE THEATRES, LLC, SHOWPLACE THEATRES HOLDING COMPANY, LLC, AMC SHOWPLACE THEATRES, INC., AND AMERICAN MULTI-CINEMA, INC. Dated as of December 9, 2009Unit Purchase Agreement • July 14th, 2010 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
UNIT PURCHASE AGREEMENT, dated as of December 9, 2009, among ShowPlace Theatres Holding Company, LLC, a Delaware limited liability company (the "Company"), Kerasotes Showplace Theatres, LLC, a Delaware limited liability company ("Seller"), Kerasotes Showplace Theatres Holdings, LLC, a Delaware limited liability company ("Parent"), AMC ShowPlace Theatres, Inc., a Delaware corporation ("Buyer"), and American Multi-Cinema, Inc., a Missouri corporation ("Guarantor").
AMENDMENT NO. 3Credit Agreement • December 17th, 2010 • Marquee Holdings Inc. • Services-motion picture theaters • New York
Indebtedness incurred pursuant to the Indenture, dated February 24, 2004, as supplemented by the First Supplemental Indenture, dated December 23, 2004, the Second Supplemental Indenture dated January 26, 2006, the Third Supplemental Indenture dated April 20, 2006, the Fourth Supplemental Indenture dated June 24, 2010 and the Fifth Supplemental Indenture dated November 30, 2010 respecting AMC Entertainment Inc.’s 8% Senior Subordinated Notes due 2014 in an aggregate principal amount of $300,000,000.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • August 10th, 2010 • Marquee Holdings Inc. • Services-motion picture theaters • New York
This Supplemental Indenture, dated as of June 24, 2010 (this “Supplemental Indenture” or “Guarantee”), among AMC Showplace Theatres, Inc., a Delaware corporation, (the “Subsidiary Guarantor”), AMC Entertainment Inc. (together with its successors and assigns, the “Company”), each other Guarantor under the Indenture referred to below, and HSBC Bank USA, National Association, as Trustee under the Indenture referred to below.
NON-QUALIFIED STOCK OPTION AGREEMENT OF MARQUEE HOLDINGS INC.Non-Qualified Stock Option Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
THIS AGREEMENT (the “Agreement”) is entered into and effective as of January 26th, 2006 (the “Grant Date”) by and between Marquee Holdings Inc., a Delaware corporation (the “Company”) and Travis Reid, a Non-Employee Director and Consultant of the Company (or one of its Plan Subsidiaries), hereinafter referred to as the “Optionee.”
FIRST AMENDMENT TO EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENTAnd General Release Agreement • April 12th, 2007 • Marquee Holdings Inc. • Services-motion picture theaters
THIS FIRST AMENDMENT TO EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT (the “Amendment”) is made as of the 4th day of April 2007, by and among Marquee Holdings Inc., a Delaware corporation, AMC Entertainment Inc., a Delaware corporation, and American Multi-Cinema, Inc., a Missouri corporation (collectively, the “Company”), and Philip M. Singleton (“Employee”).
ContractAmended And • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • New York
THIS AMENDED AND RESTATED FEE AGREEMENT, dated as of January 26th, 2006 (this “Agreement”), amends and restates that certain Fee Agreement, dated as of December 23, 2004 (the “Original Agreement”), by and among Marquee Holdings Inc., a Delaware corporation (“Holdings”), AMC Entertainment Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (the “Company”), J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (“JPMP”), Apollo Management V, L.P., a Delaware limited partnership (“Apollo” and together with JPMP, the “Original Sponsor Management Entities”) and the affiliates of Apollo listed on Schedule 1 hereto (the “Coinvestors”), and is made by and among Holdings, the Company, the Original Sponsor Management Entities, the Coinvestors, Bain Capital Partners, LLC, a Delaware limited liability company (“Bain”), TC Group, L.L.C., a Delaware limited liability company (“Carlyle”) and Applegate and Collatos, Inc., a Delaware corporation (“Spectrum” and, together wit
AMERICAN MULTI-CINEMA, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2005Marquee Holdings Inc. • April 12th, 2007 • Services-motion picture theaters
AMENDMENT NO. 1Credit Agreement • February 20th, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • New York
AMENDMENT NO. 1, dated as of February 14, 2007 (this “Amendment”), by and between AMC Entertainment Inc., a Delaware corporation (the “Company”), and Citicorp North America, Inc., as administrative agent (in such capacity, the “Administrative Agent”).
EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENTGeneral Release Agreement • March 20th, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • Kansas
Nonqualified Stock Option Agreement of Marquee Holdings Inc. by and between Employee and Marquee Holdings Inc. dated as of December 23, 2004.
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF MARQUEE HOLDINGS INC.Stockholders Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of January 26, 2006 and effective as of the Effective Time, amends and restates that certain Stockholders Agreement (the “Initial Stockholders Agreement”) entered into as of October 29, 2004 and amended and restated as of December 23, 2004, by and among Marquee Holdings Inc., a Delaware corporation (including its successors, the “Company”), J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (“JPMP BHCA”), J.P. Morgan Partners Global Investors, L.P., a Delaware limited partnership (“JPMP Global”), J.P. Morgan Partners Global Investors (Cayman), L.P., a Cayman limited partnership (“JPMP Cayman”), J.P. Morgan Partners Global Investors (Cayman) II, L.P., a Cayman limited partnership (“JPMP Cayman II”), J.P. Morgan Partners Global Investors (Selldown), L.P., a Delaware limited partnership (“JPMP Selldown”), AMCE (Ginger), L.P., a Delaware limited partnership (“Ginger”), AMCE (Luke), L.P., a De
CONTINUING SERVICE AGREEMENTContinuing Service Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • New York
This Continuing Service Agreement, dated as of January 26th, 2006 (as amended and otherwise modified, the “Agreement”), between Loews Cineplex Entertainment Corporation, a Delaware corporation (the “Company”), and Travis Reid (“Reid”), and, solely for purposes of its repurchase obligations under Section 7 of this Agreement, Marquee Holdings Inc., a Delaware corporation (“Marquee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 17th, 2008 • Marquee Holdings Inc. • Services-motion picture theaters • New York
This Stock Purchase Agreement (“Agreement”) is made as of November 5, 2008, among Entretenimiento GM de México S.A. de C.V. (“Entretenimiento”), AMC Netherlands HoldCo B.V. (“AMC Netherlands”), LCE Mexican Holdings, Inc. (“LCE Mexican”), and AMC Europe S.A. (“AMC Europe”) (each, a “Seller” and collectively, the “Sellers”). Entretenimiento and the individuals designated by Entretenimiento pursuant to Section 5.10 are referred to in this Agreement individually as a “Buyer,” and collectively, the “Buyers”.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 10th, 2010 • Marquee Holdings Inc. • Services-motion picture theaters • New York
This Supplemental Indenture, dated as of June 24, 2010 (this “Supplemental Indenture” or “Guarantee”), among AMC ShowPlace Theatres, Inc., a Delaware corporation (the “Subsidiary Guarantor”), AMC Entertainment Inc. (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below, and U.S. Bank National Association, as Trustee under the Indenture referred to below.
AGREEMENTAgreement • February 8th, 2008 • Marquee Holdings Inc. • Services-motion picture theaters • Missouri
This Agreement, dated as of November 14, 2007, by and among Richard T. Walsh ("Walsh"), and AMC Entertainment Holdings, Inc. ("Holdings"), a Delaware corporation, Marquee Holdings Inc., a Delaware corporation ("Marquee"), AMC Entertainment Inc., a Delaware corporation ("AMCE"), and American Multi-Cinema, Inc., a Missouri corporation and wholly owned subsidiary of AMCE ("AMC" and, collectively with Holdings, Marquee, and AMCE, the "Company").
VOTING AND IRREVOCABLE PROXY AGREEMENTVoting and Irrevocable Proxy Agreement • June 13th, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
This Voting and Irrevocable Proxy Agreement (this “Agreement”) is made as of the 11th day of June, 2007, among AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”), Carlyle Partners III Loews, L.P. and CP III Coinvestment, L.P. (together with any of their respective Permitted Transferees, the “Carlyle Investors”), and Bain Capital Holdings (Loews) I, L.P. and Bain Capital AIV (Loews) II, L.P. (together with any of their respective Permitted Transferees, the “Bain Investors”), and Spectrum Equity Investors IV, L.P., Spectrum Equity Investors Parallel IV, L.P. and Spectrum IV Investment Managers’ Fund, L.P. (together with any of their respective Permitted Transferees, the “Spectrum Investors”, and together with the Carlyle Investors and the Bain Investors, the “Stockholders” and each individually, a “Stockholder”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 13th, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • New York
This Supplemental Indenture, dated as of January 26, 2006 (this “Supplemental Indenture” or “Guarantee”), among the guarantors listed on Exhibit A hereto (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), AMC Entertainment Inc. (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below, and HSBC Bank USA, National Association, as Trustee under the Indenture referred to below.
AGREEMENT AND PLAN OF MERGER by and among MARQUEE HOLDINGS INC., and LCE HOLDINGS, INC. DATED AS OF JUNE 20, 2005Consent and Support Agreement • June 24th, 2005 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 20, 2005 (this “Agreement”), by and among Marquee Holdings Inc., a Delaware corporation (“Parent”), and LCE Holdings, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT OF MARQUEE HOLDINGS INC.Management Stockholders Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
This Amended and Restated Management Stockholders Agreement, dated as of January 26, 2006 (this “Agreement”), amends and restates that certain Management Stockholders Agreement, dated as of December 23, 2004 (the “Original Management Stockholders Agreement”), by and among Marquee Holdings Inc., a Delaware corporation (the “Company”), J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (“JPMP BHCA”), J.P. Morgan Partners Global Investors, L.P., a Delaware limited partnership (“JPMP Global”), J.P. Morgan Partners Global Investors (Cayman), L.P., a Cayman limited partnership (“JPMP Cayman”), J.P. Morgan Partners Global Investors (Cayman) II, L.P., a Cayman limited partnership (“JPMP Cayman II” and together with JPMP BHCA, JPMP Global and JPMP Cayman, the “JPMP Investors”), Apollo Investment Fund V, L.P., a Delaware limited partnership, (“Apollo Fund V”), Apollo Overseas Partners V, L.P., a Cayman Island exempted limited partnership, (“Apollo Overseas”), Apollo Netherlands Pa
PLEDGE AND SECURITY AGREEMENT Dated as of January 26, 2006 among AMC ENTERTAINMENT INC. as a Grantor and Each Other Grantor From Time to Time Party Hereto and CITICORP NORTH AMERICA, INC. as Administrative AgentPledge and Security Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • New York
PLEDGE AND SECURITY AGREEMENT, dated as of January 26, 2006, by AMC ENTERTAINMENT INC. (the “Company”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.10 (Additional Grantors) (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp North America, Inc. (“CNAI”), as agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • Missouri
This Employment Agreement is entered into by and among AMC ENTERTAINMENT INC., a Delaware corporation (“AMCE”), AMERICAN MULTI-CINEMA, INC., a Missouri corporation (“AMC” and, collectively with AMCE, the “Company”), and KEVIN M. CONNOR (“Employee”). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • August 10th, 2010 • Marquee Holdings Inc. • Services-motion picture theaters • New York
This Supplemental Indenture, dated as of June 24, 2010 (this “Supplemental Indenture” or “Guarantee”), among AMC Showplace Theatres, Inc., a Delaware corporation, (the “Subsidiary Guarantor”), AMC Entertainment Inc. (together with its successors and assigns, the “Company”), each Guarantor under the Indenture referred to below, and HSBC Bank USA, National Association, as Trustee under the Indenture referred to below.
