THE MARCUS CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 22, 2020 5.00% Convertible Senior Notes due 2025Indenture • September 22nd, 2020 • Marcus Corp • Services-motion picture theaters • New York
INDENTURE dated as of September 22, 2020 between THE MARCUS CORPORATION, a Wisconsin corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
JPMorgan Chase Bank, National AssociationCall Option Transaction • September 22nd, 2020 • Marcus Corp • Services-motion picture theaters
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, New York Branch (“Dealer”) and The Marcus Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
87,000,000 The Marcus Corporation 5.00% Convertible Senior Notes due 2025 Purchase AgreementPurchase Agreement • September 22nd, 2020 • Marcus Corp • Services-motion picture theaters • New York
The Marcus Corporation, a Wisconsin corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $ 87,000,000 principal amount of its 5.00% Convertible Senior Notes due 2025 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $ 13,050,000 principal amount of its 5.00% Convertible Senior Notes due 2025 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 5.00% Convertible Senior Notes due 2025 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $1.00 per share (the “Common Stock”) in the manner
