EXHIBIT 99.1
November 11, 2004
AMC Entertainment Inc.
000 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Re: Agreement and Plan of Merger by and among Marquee
Holdings Inc., Marquee Inc. and AMC Entertainment
Inc. (the "Company"), dated as of July 22, 2004
(the "Merger Agreement")
Gentlemen:
Marquee Holdings Inc. hereby waives the Company's compliance with
Section 6.4(a)(C) of the Merger Agreement with respect to any bona fide
unsolicited written Acquisition Proposal (as defined in the Merger Agreement)
made at any time (i) after the execution by all parties of that certain
Memorandum of Understanding with respect to the consolidated action now
pending in the Circuit Court of Xxxxxxx County, Missouri in Kansas City and to
the parallel Delaware action pending in Delaware Chancery Court each filed in
connection with the Merger Agreement and (ii) prior to obtaining Company
Stockholder Approval (as defined in the Merger Agreement). Except as expressly
waived hereby, the Merger Agreement, including, without limitation, Section
6.4, shall continue in full force and effect in accordance with its terms.
Sincerely yours,
Marquee Holdings Inc.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: President
cc: Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxx
