SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.2
This Second Supplemental Indenture, dated as of March 31, 2016 (this “Second Supplemental Indenture”), among AMC Entertainment Inc., a Delaware corporation (the “Company”), AMC Entertainment Holdings, Inc., a Delaware corporation (together with its successors and assigns, “AMCH”), each Guarantor under the Indenture referred to below and U.S. Bank National Association, as trustee (the “Trustee”).
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Guarantors are authorized to execute and deliver this Second Supplemental Indenture to amend or supplement the Indenture, without notice to or consent of any Holder;
ARTICLE I
SECTION 1.1 Defined Terms. As used in this Second Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
SECTION 2.1 Assumption of Obligations. AMCH, as the Surviving Entity, hereby assumes, subject to and effective upon the effective time of the Merger, all of the Company’s Obligations under the Securities and the Indenture. In accordance with Section 5.02 of the Indenture, AMCH shall, subject to and
effective upon the effective time of the Merger, succeed to, shall be substituted for and may exercise every right and power of the Company under the Securities and Indenture, with the same effect as if AMCH had been named as the Company in the Indenture.
ARTICLE III
Confirmation of Subsidiary Guarantees
SECTION 3.1 Confirmation of Subsidiary Guarantees. Each Guarantor confirms that its Subsidiary Guarantee shall apply to the Obligations of AMCH in respect of the Securities outstanding and the Indenture. Each Guarantor confirms that any obligations it has under any Registration Rights Agreement shall continue to be in effect.
ARTICLE IV
SECTION 4.1 Notices. All notices or communications to AMCH shall be in writing and delivered in person or mailed by first-class mail or sent by facsimile (with a hard copy delivered in person or by mail promptly thereafter) and addressed as follows:
AMC Entertainment Holdings, Inc.
One AMC Way
00000 Xxx Xxxxxx
Xxxxxxx, XX 00000
Attention: General Counsel
SECTION 4.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Second Supplemental Indenture or the Indenture or any provision herein or therein contained.
SECTION 4.3 Governing Law. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 4.4 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 4.5 Trustee not Responsible. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantors.
SECTION 4.6 Counterparts. The parties hereto may sign one or more copies of this Second Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.
SECTION 4.7 Severability. In case any provisions in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 4.8 Headings. The headings of the Articles and the Sections in this Second Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
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AMC ENTERTAINMENT INC. | ||
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By: |
/s/ Xxxxx X. Xxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Senior Vice President & Treasurer |
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By: |
/s/ Xxxxx X. Xxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Senior Vice President & Treasurer |
[Signature Page to Second Supplemental Indenture]
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AMC CARD PROCESSING SERVICES INC. | ||
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AMC CONCESSIONAIRE SERVICES OF FLORIDA, LLC | ||
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AMC STARPLEX, LLC | ||
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AMC OF MARYLAND, LLC | ||
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AMERICAN MULTI-CINEMA, INC. | ||
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CLUB CINEMA OF XXXXX, INC. | ||
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LOEWS CITYWALK THEATRE CORPORATION | ||
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XXXXX AMC RELEASING, LLC, | ||
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as Guarantors | ||
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By: |
/s/ Xxxxx X. Xxxxxxxx | |
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Senior Vice President & Treasurer |
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AMC ITD, INC. | ||
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AMC LICENSE SERVICES, INC., | ||
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as Guarantors | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Senior Vice President, General Counsel & Secretary |
[Signature Page to Second Supplemental Indenture]
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U.S. BANK NATIONAL ASSOCIATION, as Trustee | |
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By: |
/s/ Xxxxxx X. Xxxxxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxxxxx |
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Title: |
Vice President |
[Signature Page to Second Supplemental Indenture]