AMC ENTERTAINMENT INC. 11% Senior Subordinated Notes due 2016 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • New York
AMC Entertainment Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, its 11% Senior Subordinated Notes due 2016, together with any related Guarantees (such Guarantees to be provided on the Issue Date) (the “Securities”), upon the terms set forth in the purchase agreement, between the Company and the Representatives, dated January 19, 2006 (the “Purchase Agreement”), relating to the initial placement of the Securities (the “Initial Placement”). The Securities and the New Securities (as defined herein) will be guaranteed on a senior unsecured basis by the Guarantors (as defined herein). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company and the Guarantors from time to time party hereto agree with you for your benefit and the benefit o
AMC ENTERTAINMENT INC. AND HSBC BANK USA, NATIONAL ASSOCIATION AS TRUSTEE 11% SENIOR SUBORDINATED NOTES DUE 2016 INDENTURE DATED AS OF JANUARY 26, 2006Indenture • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • New York
INDENTURE dated as of January 26, 2006, among AMC ENTERTAINMENT INC., a Delaware corporation (the “Company”), the Guarantors party hereto from time to time and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
CREDIT AGREEMENT Dated as of January 26, 2006 among AMC ENTERTAINMENT INC. GRUPO CINEMEX, S.A. DE C.V. and CADENA MEXICANA DE EXHIBICIÓN, S.A. DE C.V. as Borrowers and THE LENDERS AND ISSUERS PARTY HERETO and CITICORP NORTH AMERICA, INC. as...Credit Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • New York
CREDIT AGREEMENT, dated as of January 26, 2006, among AMC ENTERTAINMENT INC., a Delaware corporation (the “Company”), GRUPO CINEMEX, S.A. DE C.V., a corporation organized under the laws of Mexico (“Grupo Cinemex”), CADENA MEXICANA DE EXHIBICIÓN, S.A. DE C.V., a corporation organized under the laws of Mexico (“Cadena” and, together with Grupo Cinemex, the “Mexican Borrowers”), the Lenders and the Issuers, CITICORP NORTH AMERICA, INC. (“Citicorp”), as agent for the Lenders and the Issuers and as agent for the Secured Parties under the Collateral Documents (in such capacity, the “Administrative Agent”), and BANCO NACIONAL DE MEXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX (“Banamex”), as agent for the Lenders under the Mexican Facility (in such capacity, the “Mexican Facility Agent”).
NON-QUALIFIED STOCK OPTION AGREEMENT OF MARQUEE HOLDINGS INC.Non-Qualified Stock Option Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
THIS AGREEMENT (the “Agreement”) is entered into and effective as of January 26th, 2006 (the “Grant Date”) by and between Marquee Holdings Inc., a Delaware corporation (the “Company”) and Travis Reid, a Non-Employee Director and Consultant of the Company (or one of its Plan Subsidiaries), hereinafter referred to as the “Optionee.”
ContractFee Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • New York
THIS AMENDED AND RESTATED FEE AGREEMENT, dated as of January 26th, 2006 (this “Agreement”), amends and restates that certain Fee Agreement, dated as of December 23, 2004 (the “Original Agreement”), by and among Marquee Holdings Inc., a Delaware corporation (“Holdings”), AMC Entertainment Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (the “Company”), J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (“JPMP”), Apollo Management V, L.P., a Delaware limited partnership (“Apollo” and together with JPMP, the “Original Sponsor Management Entities”) and the affiliates of Apollo listed on Schedule 1 hereto (the “Coinvestors”), and is made by and among Holdings, the Company, the Original Sponsor Management Entities, the Coinvestors, Bain Capital Partners, LLC, a Delaware limited liability company (“Bain”), TC Group, L.L.C., a Delaware limited liability company (“Carlyle”) and Applegate and Collatos, Inc., a Delaware corporation (“Spectrum” and, together wit
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF MARQUEE HOLDINGS INC.Stockholders Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
This SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of January 26, 2006 and effective as of the Effective Time, amends and restates that certain Stockholders Agreement (the “Initial Stockholders Agreement”) entered into as of October 29, 2004 and amended and restated as of December 23, 2004, by and among Marquee Holdings Inc., a Delaware corporation (including its successors, the “Company”), J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (“JPMP BHCA”), J.P. Morgan Partners Global Investors, L.P., a Delaware limited partnership (“JPMP Global”), J.P. Morgan Partners Global Investors (Cayman), L.P., a Cayman limited partnership (“JPMP Cayman”), J.P. Morgan Partners Global Investors (Cayman) II, L.P., a Cayman limited partnership (“JPMP Cayman II”), J.P. Morgan Partners Global Investors (Selldown), L.P., a Delaware limited partnership (“JPMP Selldown”), AMCE (Ginger), L.P., a Delaware limited partnership (“Ginger”), AMCE (Luke), L.P., a De
CONTINUING SERVICE AGREEMENTContinuing Service Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • New York
This Continuing Service Agreement, dated as of January 26th, 2006 (as amended and otherwise modified, the “Agreement”), between Loews Cineplex Entertainment Corporation, a Delaware corporation (the “Company”), and Travis Reid (“Reid”), and, solely for purposes of its repurchase obligations under Section 7 of this Agreement, Marquee Holdings Inc., a Delaware corporation (“Marquee”).
AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT OF MARQUEE HOLDINGS INC.Management Stockholders Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
This Amended and Restated Management Stockholders Agreement, dated as of January 26, 2006 (this “Agreement”), amends and restates that certain Management Stockholders Agreement, dated as of December 23, 2004 (the “Original Management Stockholders Agreement”), by and among Marquee Holdings Inc., a Delaware corporation (the “Company”), J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (“JPMP BHCA”), J.P. Morgan Partners Global Investors, L.P., a Delaware limited partnership (“JPMP Global”), J.P. Morgan Partners Global Investors (Cayman), L.P., a Cayman limited partnership (“JPMP Cayman”), J.P. Morgan Partners Global Investors (Cayman) II, L.P., a Cayman limited partnership (“JPMP Cayman II” and together with JPMP BHCA, JPMP Global and JPMP Cayman, the “JPMP Investors”), Apollo Investment Fund V, L.P., a Delaware limited partnership, (“Apollo Fund V”), Apollo Overseas Partners V, L.P., a Cayman Island exempted limited partnership, (“Apollo Overseas”), Apollo Netherlands Pa
PLEDGE AND SECURITY AGREEMENT Dated as of January 26, 2006 among AMC ENTERTAINMENT INC. as a Grantor and Each Other Grantor From Time to Time Party Hereto and CITICORP NORTH AMERICA, INC. as Administrative AgentPledge and Security Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • New York
PLEDGE AND SECURITY AGREEMENT, dated as of January 26, 2006, by AMC ENTERTAINMENT INC. (the “Company”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.10 (Additional Grantors) (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp North America, Inc. (“CNAI”), as agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
GUARANTYGuaranty • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • New York
GUARANTY, dated as of January 26, 2006 (this “Guaranty”), by AMC ENTERTAINMENT INC. (the “Company”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 24 (Additional Guarantors) hereof (each a “Subsidiary Guarantor” and, together with the Company, collectively, the “Guarantors” and individually a “Guarantor”), in favor of the Administrative Agent, the Mexican Facility Agent, each Lender, each Issuer and each other holder of an Obligation (as each such term is defined in the Credit Agreement referred to below) (each, a “Guarantied Party” and, collectively, the “Guarantied Parties”).
VOTING AND IRREVOCABLE PROXY AGREEMENTVoting and Irrevocable Proxy Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
This Voting and Irrevocable Proxy Agreement (this “Agreement”) is made as of the 26th day of January, 2006, among Marquee Holdings Inc., a Delaware corporation (the “Company”), TC Group III, L.P., Carlyle Partners III Loews, L.P. and CP III Coinvestment, L.P. (together with any of their respective Permitted Transferees, the “Carlyle Investors”), and Bain Capital Holdings (Loews) I, L.P. and Bain Capital AIV (Loews) II, L.P. (together with any of their respective Permitted Transferees, the “Bain Investors”), and Spectrum Equity Investors IV, L.P., Spectrum Equity Investors Parallel IV, L.P. and Spectrum IV Investment Managers’ Fund, L.P. (together with any of their respective Permitted Transferees, the “Spectrum Investors”, and together with the Carlyle Investors and the Bain Investors, the “Stockholders” and each individually, a “Stockholder”).
VOTING AND IRREVOCABLE PROXY AGREEMENTVoting and Irrevocable Proxy Agreement • January 31st, 2006 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
This Voting and Irrevocable Proxy Agreement (this “Agreement”) is made as of the 26th day of January, 2006, among Marquee Holdings Inc., a Delaware corporation (the “Company”), J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (“JPMP BHCA”), J.P. Morgan Partners Global Investors, L.P., a Delaware limited partnership (“JPMP Global”), J.P. Morgan Partners Global Investors (Cayman), L.P., a Cayman limited partnership (“JPMP Cayman”), J.P. Morgan Partners Global Investors (Cayman) II, L.P., a Cayman limited partnership (“JPMP Cayman II”), J.P. Morgan Partners Global Investors (Selldown), L.P., a Delaware limited partnership (“JPMP Selldown”), AMCE (Ginger), L.P., a Delaware limited partnership (“Ginger”), AMCE (Luke), L.P., a Delaware limited partnership (“Luke”) and AMCE (Scarlett), L.P., a Delaware limited partnership (“Scarlett”, and together with JPMP BHCA, JPMP Global, JPMP Cayman, JPMP Cayman II, JPMP Selldown, Ginger, Luke, and any of their respective Permitted Trans
