Exhibit 4.2
Execution Copy
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT ("Agreement") is dated as of August 14, 2001
by and between THE MARCUS CORPORATION, a Wisconsin corporation ("Company"), and
THE BEN AND XXXXX XXXXXX 1992 REVOCABLE TRUST ("Trust").
WHEREAS, on July 16, 2001, the Company, the Trust and certain Lord Xxxxxx
mutual funds ("Purchasers") entered into a Share Purchase and Registration
Rights Agreement ("Share Purchase Agreement") pursuant to which the Company
agreed to file a Form S-3 resale shelf registration statement for the benefit of
the Purchasers ("Shelf Registration Statement");
WHEREAS, the Trust desires to join the Purchasers as a selling shareholder
under the Shelf Registration Statement in order to sell up to 400,000 shares of
the Company's Common Stock pursuant to the Shelf Registration Statement; and
WHEREAS, the Trust and the Company desire to enter into an indemnification
agreement between themselves on the same terms as the indemnification provisions
of the Share Purchase Agreement by and between the Company and the Purchasers.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein and other good and valuable consideration, the parties hereby agree as
follows:
1. In order to provide (a) the Trust with the same indemnification and
contribution rights and benefits from the Company as provided by the Company to
the Purchasers under Article VI of the Share Purchase Agreement and (b) the
Company with the same indemnification and contribution rights and benefits from
the Trust as provided by the Purchasers to the Company under Article VI of the
Share Purchase Agreement, Article VI of the Share Purchase Agreement is hereby
incorporated into and made a part of this Agreement in its entirety, except
that, for purposes of this Agreement, the term "Purchasers" shall be replaced
with the term "Trust" in each place where the term appears in Article VI of the
Share Purchase Agreement.
2. The Share Purchase Agreement shall otherwise remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
THE BEN AND XXXXX XXXXXX 1992 THE MARCUS CORPORATION
REVOCABLE TRUST ("Trust") ("Company")
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxxx,
Trustee General Counsel and Secretary
By: /s/ Xxxxx Xxxxxx Xxxxxxxxxx
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Xxxxx Xxxxxx Xxxxxxxxxx,
Trustee
