Exhibit 99.7
SECOND AMENDMENT
TO
XXXXXXX FAMILY SETTLEMENT AGREEMENT
THIS AMENDMENT is made as of August 15, 1997 by and among (i) XXXXXXX X.
XXXXXXX, individually, as Trustee of the 1992 Xxxxxxx, Inc. Voting Trust dated
December 12, 1992, as amended, and as Trustee of the Xxxxxxx X. Xxxxxxx Trust
Agreement dated August 14, 1989, as amended, and (ii) XXXXX X. XXXXXXXXX, XXXXXX
X. XXXXXXX, XXXXXX X. XXXXXX, XXXXX X. XXXXXXX, XXXXX X. XXXXXXX, XXXXXX X.
XXXXXXX, ("XXX"), and THE XXXXXX X. AND XXXXXXX X. XXXXXXX FAMILY INVESTMENT
PARTNERSHIP, a California limited partnership ("TBD Partnership") (all persons
and entities listed in this clause (ii) are referred to herein as the "Xxxxxxx
Children").
WHEREAS, the parties hereto (other than TBD Partnership) heretofore entered
into a certain agreement entitled the "Xxxxxxx Family Settlement Agreement"
dated as of January 22, 1996, as amended by first amendment thereto dated as of
March 18, 1997 ("Settlement Agreement"), regarding, among other things, the
liquidation of American Associated Enterprises, a Missouri limited partnership
("AAE"), and the merger of Xxxxxxx, Inc., a Missouri corporation ("DI), with and
into AMC Entertainment, Inc., a Delaware corporation ("AMCE");
WHEREAS, the parties hereto and others heretofore entered into a certain
Partnership Interest Assignment and Assumption Agreement dated as of August ___,
1997 (the "Assignment and Assumption"), pursuant to which TAD assigned to TBD
Partnership, inter alia, an undivided portion of TAD's rights, title and
interests in, to and under the Settlement Agreement, and TBD Partnership assumed
and agreed perform and observe, to the extent applicable to the interests
transferred, all of the terms, covenants and conditions on the part of TAD to be
performed or observed under the Settlement Agreement, upon the terms and
conditions contained therein; and
WHEREAS, the parties desire to amend the Settlement Agreement in the manner
hereinafter provided in order to implement the terms of the Assignment and
Assumption;
NOW, THEREFORE, in consideration of the foregoing, and of the mutual
agreements, promises, covenants and representations hereinafter set forth, the
parties, intending to be bound legally, hereby agree as follows:
1. Capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Settlement Agreement.
2. The parties hereto agree that TBD Partnership shall be, and hereby is,
added as a party to the Settlement Agreement as one of the Partners and as one
of the Xxxxxxx Children, respectively.
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3. TBD Partnership shall, and hereby does, assume and agree to be bound by
and perform and observe, to the extent applicable directly or indirectly to the
interest transferred pursuant to the Assignment and Assumption, all of the
terms, covenants, conditions and obligations on the part of TAD to be performed
or observed under the Settlement Agreement.
4. Notwithstanding anything contained or implied herein or in the
Assignment and Assumption to the contrary, TBD Partnership will not participate
in any vote or determination to be made by the parties under the Settlement
Agreement. All agreements and obligations of TAD and TBD Partnership made or
arising under the Settlement Agreement shall be deemed to be joint and several
agreements and obligations of each of TAD and TBD Partnership.
5. Except as expressly modified by this Amendment, each party hereby
expressly reserves all of its rights, remedies and defenses under, arising out
of or related to the Settlement Agreement, the transactions contemplated thereby
and all applicable laws, whether at law or in equity.
6. Except as expressly modified by this Amendment, the Settlement Agreement
shall remain in full force and effect in accordance with its terms and is hereby
ratified and confirmed in all respects by the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the date first above written.
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/s/Xxxxxxx X. Xxxxxxx /s/Xxxxxx X. Xxxxxxx
--------------------- --------------------
XXXXXXX X. XXXXXXX, individually and XXXXXX X. XXXXXXX
as trustee of the aforesaid trusts
/s/Xxxxx X. Xxxxxxxxx THE XXXXXX X. AND XXXXXXX X.
---------------------
XXXXX X. XXXXXXXXX XXXXXXX FAMILY INVESTMENT
PARTNERSHIP
/s/Xxxxxx X. Xxxxxxx By: /s/Xxxxxx A, Xxxxxxx
-------------------- ----------------------
XXXXXX X. XXXXXXX Xxxxxx X. Xxxxxxx, as Trustee
of the Xxxxxx X. and Xxxxxxx X.
Xxxxxxx Family Trust, as
General Partner
/s/Xxxxxx X. Xxxxxx
-------------------
XXXXXX X. XXXXXX
By: /s/Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx, as Trustee
of the Xxxxxx X. and Xxxxxxx
X. Xxxxxxx Family Trust.
as General Partner
/s/Xxxxx X. Xxxxxxx
-------------------
XXXXX X. XXXXXXX
/s/Xxxxx X. Xxxxxxx
-------------------
XXXXX X. XXXXXXX
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THE UNDERSIGNED, AMC ENTERTAINMENT INC., hereby consents to the provisions
of the foregoing Second Amendment to Xxxxxxx Family Settlement Agreement among
Xxxxxxx X. Xxxxxxx, individually, as Trustee of the 1992 Xxxxxxx, Inc. Voting
Trust dated December 12, 1992, as amended, and as Trustee of the Xxxxxxx X.
Xxxxxxx Trust Agreement dated August 14, 1989, Xxxxx X. Xxxxxxxxx, Xxxxxx X.
Xxxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx
and The Xxxxxx X. and Xxxxxxx X. Xxxxxxx Family Investment Partnership, pursuant
to the provisions of Section 4(a) of the Indemnification Agreement dated as of
March 31, 1997 among the undersigned, Xxxxxxx X. Xxxxxxx, individually, as
Trustee of the 1992 Xxxxxxx, Inc. Voting Trust dated December 12, 1992, as
amended, and as Trustee of the Xxxxxxx X. Xxxxxxx Trust Agreement dated August
14, 1989, Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X.
Xxxxxx, Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx, as amended.
Date: August 15, 1997 AMC ENTERTAINMENT INC.
By:/s/ Xxxxxxx X. Xxxxxxx
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Title: Chairman and CEO
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