Exhibit 99.1
AGREEMENT AND CONSENT
THIS AGREEMENT AND CONSENT (this "Agreement") is made by and among AMC
ENTERTAINMENT INC., a Delaware corporation (the "Company"), APOLLO INVESTMENT
FUND IV, L.P., a Delaware limited partnership ("AIF IV"), APOLLO OVERSEAS
PARTNERS IV, L.P., a Cayman Islands exempted limited partnership ("AOP IV"),
APOLLO INVESTMENT FUND V, L.P., a Delaware limited partnership ("AIF V"),
APOLLO OVERSEAS PARTNERS V, L.P., a Cayman Islands exempted limited partnership
("AOP V"), AP ENTERTAINMENT LLC, a Delaware limited liability company ("AP
LLC"), Apollo Netherlands Partners V (A), L.P,. a Cayman Island exempt limited
partnership ("AP NP (A)"), Apollo Netherlands Partners V (B), L.P., a Cayman
Island exempt limited partnership ("AP NP (B)"), Apollo German Partners V GmbH
& CO. KG, a German corporation ("AP GP" and, together with AIF IV, AOP IV, AIF
V, AOP V, AP LLC, AP NP (A), AP NP (B), the "Apollo Stockholders"), SANDLER
CAPITAL PARTNERS V, L.P., a Delaware limited partnership ("SCP V"), SANDLER
CAPITAL PARTNERS V FTE, L.P., a Delaware limited partnership ("SCP V FTE") and
SANDLER CAPITAL PARTNERS V GERMANY, L.P., a Delaware limited partnership ("SCP
V Germany" and, together with SCP V and SCP V FTE, the "Sandler Stockholders")
as of July 29, 2004 (the "Effective Date"). The Apollo Stockholders and the
Sandler Stockholders are collectively referred to herein as the "Preferred
Stockholders").
WHEREAS, the Preferred Stockholders are holders of all of the
outstanding shares of the Company's Series A Convertible Preferred Stock (the
"Preferred Stock");
WHEREAS, Section 4(b) of the Certificate of Designations for the
Preferred Stock provides that, at any time after April 19, 2006, the Company
may redeem all of the outstanding shares of Preferred Stock for cash if certain
conditions are met;
WHEREAS, Section 8(b) of the Certificate of Designations for the
Preferred Stock provides that, if an Event of Default (as defined in the
Certificate of Designations) exists and is not cured or waived within 45 days,
the holders of the Preferred Stock shall have the right to elect that number of
directors which, when added to any representatives of the holders of Preferred
Stock then on the Company's Board of Directors, will constitute a majority of
the Board of Directors of the Company; and
WHEREAS, the Company and the Preferred Stockholders wish to set forth
their agreement with respect to the redemption of the Preferred Stock by the
Company following an Event of Default.
NOW, THEREFORE, in consideration of the foregoing and for other fair
and adequate consideration, the receipt and legal sufficiency of which are
hereby acknowledged, each of the Company and the Preferred Stockholders agree
as follows:
1. Agreement Not to Redeem during Event of Default. Notwithstanding
anything in the Certificate of Designations to the contrary, the Company hereby
relinquishes its right to redeem the Preferred Stock pursuant to Section 4 of
the Certificate of Designations during such time as an "Event of Default" (as
such term is defined in the Certificate of Designations) exists and remains
uncured and the holders of the Preferred Stock have exercised their right to
elect a majority of the board of directors of the Company pursuant to Section
8(b) of the Certificate of Designations. The Preferred Stockholders hereby
consent to the agreement by the Company pursuant to the immediately preceding
sentence and acknowledge that such agreement shall restrict the ability of the
Company to exercise its right of redemption pursuant to the provisions of
Section 4 of the Certificate of Designations during the occurrence of an Event
of Default.
2. Obligations of the Preferred Stockholders. From and after the date
hereof, the Preferred Stockholders and their respective representatives shall
not, directly or indirectly, seek any withdrawal, modification or amendment to,
or waiver of, the agreements and obligations of the Company set forth in this
Agreement. Each Preferred Stockholder agrees that it shall cause its designees
or representatives serving on the Board of Directors of the Company (whether
now serving or hereinafter elected, appointed or designated) to comply with,
and cause the Company to comply with, the terms of this Agreement.
3. Binding on Transferees. The consent of the Preferred Stockholders
contained in Section 1 of this Agreement and the other obligations of the
Preferred Stockholders contained herein are intended to be binding upon the
successors and assigns of the Preferred Stockholders and any transferees of the
Preferred Stock held by any of them. Each of the Preferred Stockholders agrees
that prior to transferring any shares of Preferred Stock held by it to another
person or entity, it will notify such person of the existence and provisions of
this Agreement and, prior to any such transfer, such transferee shall execute
an acknowledgment of the provisions hereof and agree to be bound hereby.
4. Amendments. This Agreement shall not be amended, modified or waived
in whole or in part except by an agreement in writing executed by all parties
hereto. With respect to the Company, approval of any amendment, modification or
waiver will be given and effective only upon approval by a majority of the
members of the Board of Directors of the Company who were not elected,
appointed or designated by the holders of the Preferred Stock and who otherwise
are unaffiliated with the holders of the Preferred Stock.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
July 29, 2004.
AMC ENTERTAINMENT INC.
By: /s/ Xxxxx Xxxxxx
------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
and General Counsel
Acknowledged and Agreed:
APOLLO INVESTMENT FUND IV, L.P.
By: Apollo Advisors IV, L.P.,
its General Partner
By: Apollo Capital Management IV, Inc.
its General Partner
By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
Title: Vice President
APOLLO OVERSEAS PARTNERS IV, L.P.
By: Apollo Advisors IV, L.P.,
its General Partner
By: Apollo Capital Management IV, Inc.
its General Partner
By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
Title: Vice President
APOLLO INVESTMENT FUND V, L.P.
By: Apollo Advisors V, L.P.,
its General Partner
By: Apollo Capital Management V, Inc.
its General Partner
By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
Title: Vice President
APOLLO OVERSEAS PARTNERS V, L.P.
By: Apollo Advisors V, L.P.,
its General Partner
By: Apollo Capital Management V, Inc.
its General Partner
By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
Title: Vice President
AP ENTERTAINMENT, LLC
By: Apollo Management V, L.P.,
its Manager
By: AIF V Management, Inc.
its General Partner
By: /s/ Xxxx Xxxxx
----------------------------------
Name: Xxxx Xxxxx
Title: Vice President
APOLLO NETHERLANDS PARTNERS V(A), L.P.
By: Apollo Advisors V, L.P.,
its General Partner
By: Apollo Capital Management V, Inc.
its General Partner
By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
Title: Vice President
APOLLO NETHERLANDS PARTNERS V(B), L.P.
By: Apollo Advisors V, L.P.,
its General Partner
By: Apollo Capital Management V, Inc.
its General Partner
By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
Title: Vice President
APOLLO GERMAN PARTNERS V GMBH & CO KG
By: Apollo Advisors V, L.P.,
its General Partner
By: Apollo Capital Management V, Inc.
its General Partner
By: /s/ Xxxx Xxxxx
-----------------------------------
Name: Xxxx Xxxxx
Title: Vice President
SANDLER CAPITAL PARTNERS V, L.P.
By: Sandler Investment Partners, L.P., General Partner
By: Sandler Capital Management, General Partner
By: MJDM Corp., a General Partner
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: President
SANDLER CAPITAL PARTNERS V FTE, L.P.
By: Sandler Investment Partners, L.P., General Partner
By: Sandler Capital Management, General Partner
By: MJDM Corp., a General Partner
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: President
SANDLER CAPITAL PARTNERS V GERMANY, L.P.
By: Sandler Investment Partners, L.P., General Partner
By: Sandler Capital Management, General Partner
By: MJDM Corp., a General Partner
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: President
