amongCredit Agreement • January 14th, 2002 • Marcus Corp • Hotels & motels • Illinois
Re: $54,000,000 7.66% Series D Senior Notes, Tranche A, due April 1, 2009 and $21,000,000 7.93% Series D Senior Notes, Tranche B, due April 1, 2012Note Purchase Agreement • April 12th, 2002 • Marcus Corp • Hotels & motels • Illinois
THE MARCUS CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 22, 2020 5.00% Convertible Senior Notes due 2025Indenture • September 22nd, 2020 • Marcus Corp • Services-motion picture theaters • New York
INDENTURE dated as of September 22, 2020 between THE MARCUS CORPORATION, a Wisconsin corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 5th, 2021 • Marcus Corp • Services-motion picture theaters • Wisconsin
CREDIT AGREEMENT dated as of January 9, 2020, among THE MARCUS CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Documentation Agents.
ARTICLE V REPRESENTATIONS AND WARRANTIES 5.1 Corporate Existence and Power...............................25 5.2 Corporate Authorization; No Contravention...................26 5.3 Governmental Authorization..................................26 5.4...Credit Agreement • August 27th, 2001 • Marcus Corp • Hotels & motels • Illinois
JPMorgan Chase Bank, National AssociationCall Option Transaction • September 22nd, 2020 • Marcus Corp • Services-motion picture theaters
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, New York Branch (“Dealer”) and The Marcus Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
CREDIT AGREEMENT dated as of June 16, 2016 among THE MARCUS CORPORATION, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent U.S. BANK NATIONAL ASSOCIATION as Syndication Agent WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OF...Credit Agreement • August 9th, 2016 • Marcus Corp • Services-motion picture theaters • Wisconsin
The Marcus Corporation $50,000,000 4.02% Senior Notes, due August 14, 2025 Note Purchase Agreement Dated June 27, 2013Note Purchase Agreement • June 28th, 2013 • Marcus Corp • Hotels & motels • New York
The Marcus Corporation, a Wisconsin corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.7, the “Company”), agrees with each of the Purchasers as follows:
amongCredit Agreement • January 8th, 2001 • Marcus Corp • Hotels & motels • Illinois
87,000,000 The Marcus Corporation 5.00% Convertible Senior Notes due 2025 Purchase AgreementPurchase Agreement • September 22nd, 2020 • Marcus Corp • Services-motion picture theaters • New York
The Marcus Corporation, a Wisconsin corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $ 87,000,000 principal amount of its 5.00% Convertible Senior Notes due 2025 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $ 13,050,000 principal amount of its 5.00% Convertible Senior Notes due 2025 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 5.00% Convertible Senior Notes due 2025 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $1.00 per share (the “Common Stock”) in the manner
THE MARCUS CORPORATION 2004 EQUITY AND INCENTIVE AWARDS PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 27th, 2024 • Marcus Corp • Services-motion picture theaters
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made and entered into as of the grant date specified on the attached cover page (the “Grant Date”) by and between THE MARCUS CORPORATION, a Wisconsin corporation (the “Company”), and the Participant named on the attached cover page (the “Participant”).
Sixth Amendment To Note Purchase AgreementNote Purchase Agreement • November 2nd, 2023 • Marcus Corp • Services-motion picture theaters • New York
The Marcus Corporation, a Wisconsin corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.7, the “Company”), agrees with each of the Purchasers as follows:
The Marcus Corporation $60,000,000 7.41% Series A Senior Notes, Tranche A, due October 15, 2008 and $25,000,000 7.51% Series A Senior Notes, Tranche B, due October 15, 2011Note Purchase Agreement • December 30th, 1996 • Marcus Corp • Hotels & motels • Illinois
Sixth Amendment To Note Purchase AgreementNote Purchase Agreement • November 2nd, 2023 • Marcus Corp • Services-motion picture theaters • New York
The Marcus Corporation, a Wisconsin corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.7, the “Company”), agrees with each of the Purchasers as follows:
THE MARCUS CORPORATION $15,000,000 5.89% Series A Senior Notes, Tranche A, due April 17, 2018 and $45,000,000 6.55% Series A Senior Notes, Tranche B, due April 17, 2020 NOTE PURCHASE AGREEMENT Dated as of April 17, 2008Note Purchase Agreement • April 23rd, 2008 • Marcus Corp • Hotels & motels • New York
UNWIND AGREEMENT dated as of _____ [•], 2024 Between The Marcus Corporation and [DEALER]Unwind Agreement • September 20th, 2024 • Marcus Corp • Services-motion picture theaters • New York
THIS UNWIND AGREEMENT (this “Agreement”) with respect to the Capped Call Confirmations (as defined below) is made as of ___________ [•], 2024, between The Marcus Corporation, a Wisconsin corporation (“Company”) and [DEALER] (“Dealer”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 18, 2008 among THE MARCUS CORPORATION, U.S. BANK NATIONAL ASSOCIATION, and J.P. MORGAN SECURITIES INC., As Co-Lead Arrangers and Joint Bookrunners, U.S. BANK NATIONAL ASSOCIATION as...Credit Agreement • April 23rd, 2008 • Marcus Corp • Hotels & motels • Wisconsin
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of April 18, 2008, among THE MARCUS CORPORATION, a Wisconsin corporation (the “Company”), the several financial institutions from time to time party to this Agreement (collectively, the “Banks”; individually, a “Bank”), U.S. Bank National Association and J.P. Morgan Securities Inc., as Co-Lead Arrangers and Joint Bookrunners, U.S. Bank National Association, as administrative agent for the Banks (in such capacity, the “Agent”), Bank of America, N.A. and Wells Fargo Bank, N.A., each a national banking association, as Co-Documentation Agents (in such capacity, each a “Co-Documentation Agent”), and JPMorgan Chase Bank, N.A., as Syndication Agent.
THE MARCUS CORPORATIONPerformance Share Award Agreement • February 27th, 2024 • Marcus Corp • Services-motion picture theaters
THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the grant date specified on the attached cover page (the “Grant Date”) by and between THE MARCUS CORPORATION, a Wisconsin corporation (the “Company”), and the Participant named on the attached cover page (the “Participant”).
PURCHASE AGREEMENTPurchase Agreement • September 20th, 2024 • Marcus Corp • Services-motion picture theaters • New York
[●] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is selling Outstanding Notes (as defined below), referred to hereunder as a “Holder”), enters into this Purchase Agreement (this “Agreement”) with The Marcus Corporation, a Wisconsin corporation (the “Company”), as of the date first written above, pursuant to which the Company will purchase from each Holder the Outstanding Notes (as defined below) held by each Holder and specified on Exhibit A hereto for an amount in cash equal to the Cash Consideration (as defined in Exhibit A hereto).
Fifth Amendment To Note Purchase AgreementNote Purchase Agreement • March 2nd, 2023 • Marcus Corp • Services-motion picture theaters
This Fifth Amendment dated as of February 10, 2023 (the or this “Fifth Amendment”) to the Note Purchase Agreement (as defined below) is among The Marcus Corporation, a Wisconsin corporation (the “Company”), and each of the institutions set forth on the signature pages to this Fifth Amendment (collectively, the “Noteholders”).
ASSET PURCHASE AGREEMENT BY AND AMONG MMT TEXNY, LLC, MMT LAPAGAVA, LLC, THE MARCUS CORPORATION, VSS-SOUTHERN THEATRES LLC, MOVIE TAVERN, INC., MOVIE TAVERN THEATRES, LLC, AND TGS BEVERAGE COMPANY, LLC DATED AS OF NOVEMBER 1, 2018Asset Purchase Agreement • November 6th, 2018 • Marcus Corp • Services-motion picture theaters • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 1, 2018, is made by and among MMT Texny, LLC, a Texas limited liability company (“MMT Texny”); MMT Lapagava, LLC, a Wisconsin limited liability company (“MMT Lapagava” and, together with MMT Texny, “Buyer”); The Marcus Corporation, a Wisconsin corporation (“Marcus”); Movie Tavern, Inc., a Texas corporation (“Movie Tavern, Inc.”); Movie Tavern Theatres, LLC, a Louisiana limited liability company (“Movie Tavern LLC”); TGS Beverage Company, LLC, a Louisiana limited liability company (“TGS”, and together with Movie Tavern, Inc. and Movie Tavern LLC, the “Companies”, and each separately, a “Company”); and VSS-Southern Theatres LLC, a Delaware limited liability company (“Parent”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Article 1.
THE MARCUS CORPORATION 1,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • February 6th, 2019 • Marcus Corp • Services-motion picture theaters • New York
The shareholder named in Schedule 2 hereto (the “Selling Shareholder”) of The Marcus Corporation, a Wisconsin corporation (the “Company”), proposes to sell to the Underwriter listed in Schedule 1 hereto (the “Underwriter”) an aggregate of 1,500,000 shares of common stock, $1.00 par value per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriter, up to an additional 225,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
THE MARCUS CORPORATION 2004 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 18th, 2006 • Marcus Corp • Hotels & motels
THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is made and entered into as of the grant date specified on the attached cover page (the “Grant Date”) by and between THE MARCUS CORPORATION, a Wisconsin corporation (the “Company”), and the Participant named on the attached cover page (the “Participant”).
The Marcus Corporation $50,000,000 4.32% Senior Notes due February 22, 2027 Note Purchase Agreement Dated December 21, 2016Note Purchase Agreement • February 22nd, 2017 • Marcus Corp • Services-motion picture theaters • New York
This Agreement shall be executed and delivered in advance of the Closing at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, IL 60603, on December 21, 2016. The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 11:00 a.m. Chicago time, at a closing (the “Closing”) on February 22, 2017 or on such other Business Day thereafter on or prior to February 28, 2017 as may be agreed upon by the Company and the Purchasers. At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $500,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the am
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 5th, 2021 • Marcus Corp • Services-motion picture theaters • New York
THIS SECOND AMENDMENT dated as of June 26, 2020 (the or this “Second Amendment”) to the Note Purchase Agreement (as defined below) is among The Marcus Corporation, a Wisconsin corporation (the “Company”), and each of the institutions set forth on the signature pages to this Second Amendment (collectively, the “Noteholders”).
Exhibit 4.4 THE MARCUS CORPORATION SECOND SUPPLEMENT TO NOTE PURCHASE AGREEMENTS Dated as of May 1, 1999 Re: $15,000,000; 6.75% Series C Senior Notes, Tranche A, due May 1, 2014Second Supplement to Note Purchase Agreements • August 24th, 1999 • Marcus Corp • Hotels & motels
BY AND AMONGShare Purchase and Registration Rights Agreement • August 15th, 2001 • Marcus Corp • Hotels & motels • New York
1. Section Headings 1 2. Recitals - Caveat 2 3. License 2 4. New Agreement upon Expiration 4 5. Compliance with Standards, Etc. 5 6. Maintenance and Upgrading of Outlet 9 7. Services by KFC 9 8. Royalties 10 9. Gross Revenues 10 10. Advertising 11 11....Franchise Agreement • August 26th, 1997 • Marcus Corp • Hotels & motels • Kentucky
ASSET PURCHASE AGREEMENT by and among MARCUS MIDWEST, LLC, as Buyer; CINEMA ENTERTAINMENT CORP., as Company; ROBERT A. ROSS, DAVID M. ROSS and ANTHONY D. TILLEMANS, as Shareholders; ROSS BECKER PROPERTIES, LLP, as RBP; and ROBERT A. ROSS and DAVID M....Asset Purchase Agreement • March 22nd, 2007 • Marcus Corp • Hotels & motels • Wisconsin
This ASSET PURCHASE AGREEMENT (“Agreement”) is made and effective as of March 21, 2007 by and among MARCUS MIDWEST, LLC, a Wisconsin limited liability company, and/or any one or more designated affiliates thereof or third parties as provided in Section 19.2(a) (“Buyer”); CINEMA ENTERTAINMENT CORP., a Minnesota corporation (“Company”); each of the shareholders of Company as set forth as signatories to this Agreement (individually “Shareholder” and together, “Shareholders”); ROSS BECKER PROPERTIES, LLP, a Minnesota partnership (“RBP”); and two of the Shareholders, ROBERT A. ROSS and DAVID M. ROSS, as the principal partners of RBP (“Partners”) . The covenants, responsibilities and obligations of Buyer under this Agreement are being fully and directly guaranteed by MARCUS THEATRES CORPORATION, a Wisconsin corporation (“Guarantor”), pursuant to the Guarantee attached hereto.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 10th, 2004 • Marcus Corp • Hotels & motels • Wisconsin
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of September 3, 2004, by and between La Quinta Corporation, a Delaware corporation (“Buyer”), and each of the other signatories to this Amendment, each of which is a wholly-owned direct or indirect subsidiary of The Marcus Corporation. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Original Asset Purchase Agreement (as defined below).
EMPLOYEE ADVISORY SERVICES AGREEMENTEmployee Advisory Services Agreement • May 23rd, 2023 • Marcus Corp • Services-motion picture theaters
THIS Employee Advisory Services AGREEMENT (“Agreement”) is made and effective as of May 23, 2023 (“Effective Date”), by and between The Marcus Corporation, a Wisconsin corporation (the “Company”), and Stephen H. Marcus (“Advisor”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 3rd, 2022 • Marcus Corp • Services-motion picture theaters • Wisconsin
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of July 27, 2022 (this "Amendment"), is among THE MARCUS CORPORATION (the “Borrower”), the LENDERS party hereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Documentation Agents.
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE FOR MIRAMONTE RESORT &SPA INDIAN WELLS, CALIFORNIAAgreement of Purchase and Sale • November 30th, 2004 • Marcus Corp • Hotels & motels
THIS AMENDMENT is made as of November 24, 2004, by and between RESORT CALIFORNIA, LLC, a Delaware limited liability company (“Seller”), and LOWE HOSPITALITY INVESTMENT PARTNERS, LLC., a Delaware limited liability company (“Buyer”), with respect to that certain Agreement of Purchase and Sale, dated as of October 7, 2004, between Seller and Buyer, as previously amended by that certain First Amendment dated as of November 8, 2004 and by letter agreements dated November 15, 2004, and November 18, 2004 (the “Agreement”); and with reference to the following:
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE FOR MIRAMONTE RESORT &SPA INDIAN WELLS, CALIFORNIAAgreement of Purchase and Sale • November 30th, 2004 • Marcus Corp • Hotels & motels
THIS AMENDMENT is made as of November 8, 2004, by and between RESORT CALIFORNIA, LLC, a Delaware limited liability company (“Seller”), and LOWE HOSPITALITY INVESTMENT PARTNERS, LLC., a Delaware limited liability company (“Buyer”), with respect to that certain Agreement of Purchase and Sale, dated as of October 7, 2004, between Seller and Buyer (the “Agreement”); and with reference to the following:
AGREEMENT OF PURCHASE AND SALE FOR MIRAMONTE RESORT & SPA INDIAN WELLS, CALIFORNIA AND JOINT ESCROW INSTRUCTIONS BETWEEN RESORT CALIFORNIA, LLC, a Delaware limited liability company AS SELLER, AND LOWE HOSPITALITY INVESTMENT PARTNERS, LLC a Delaware...Purchase and Sale Agreement • November 30th, 2004 • Marcus Corp • Hotels & motels
IN CONSIDERATION OF the mutual covenants and conditions contained herein, the parties hereto (together, the “Parties” and each, sometimes, a “Party”) do hereby agree and covenant with each other as follows:
