Exhibit 4.4(b)
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AMC ENTERTAINMENT INC.,
Issuer
and
THE BANK OF NEW YORK,
as Trustee
FIRST SUPPLEMENTAL INDENTURE,
Dated as of ______, 1997
to
INDENTURE
Dated as of March 19, 1997
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$200,000,000
9 1/2% Senior Subordinated Notes Due 2009
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FIRST SUPPLEMENTAL INDENTURE, dated as of May __, 1997 (the "First
Supplemental Indenture"), among AMC ENTERTAINMENT INC., a Delaware corporation
(the "Company"), and THE BANK OF NEW YORK, a New York banking corporation, as
Trustee (the "Trustee"), to the Indenture, dated as of March 19, 1997 (the
"Indenture"), between the Company and the Trustee.
WHEREAS, the Indenture provides for the issuance of both Initial
Securities and Exchange Securities, and
WHEREAS, the Indenture provides for the issuance of the Initial
Securities in the form of Global Securities but does not clearly provide that
the Exchange Securities may also be in the form of Global Securities; and
WHEREAS, the Company desires to provide for the issuance of Exchange
Securities in the form of Global Securities; and
WHEREAS, pursuant to Sections 901(c) and (f) of the Indenture such
changes may be made to the Indenture without the consent of Holders inasmuch as
they cure an ambiguity in the Indenture and benefit Holders of Securities;
WHEREAS, the execution and delivery of this First Supplemental
Indenture has been authorized by resolutions of the Board of Directors of the
Company; and
WHEREAS, the Company and the Trustee each desire to execute this First
Supplemental Indenture to revise the Indenture by modifying Section 201 thereof;
and
WHEREAS, upon the execution and delivery hereof, all conditions and
requirements necessary to make this First Supplemental Indenture a valid,
binding and legal instrument in accordance with its terms shall have been
performed and fulfilled;
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NOW, THEREFORE, in consideration of the above premises, each party
agrees, for the benefit of the other and for the equal and ratable benefit of
the Holders of the Securities, as follows:
Section 1. Definitions in Indenture. All capitalized terms not defined
in this First Supplemental Indenture shall have their respective meanings set
forth in the Indenture.
Section 2. Amendment to Section 201. The text of Section 201 of the
Indenture, captioned "Forms Generally," is hereby amended to read in its
entirety as follows:
Section 201. Forms Generally.
The Initial Securities shall be known as the "9
1/2% Senior Subordinated Notes due 2009" and the Exchange
Securities shall be known as the "9 1/2% Exchange Senior
Subordinated Notes due 2009", in each case, of the Company.
The Securities and the Trustee's certificate of
authentication shall be in substantially the forms set forth
in this Article, with such appropriate insertions, omissions,
substitutions and other variations as are required or
permitted by this Indenture and may have such letters,
numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with
the rules of any securities exchange or as may, consistently
herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the
Securities. Any portion of the text of any Security may be
set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.
The definitive Securities shall be printed,
lithographed, typewritten or engraved or produced by any
combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on
which the Securities may be listed, all as determined by the
officers executing such Securities, as evidenced by their
execution of such Securities.
The Initial Securities are being offered and sold
by the Company pursuant to a Purchase Agreement, dated March
14, 1997, between the Company, Xxxxxxx, Xxxxx & Co., Salomon
Brothers Inc and Scotia Capital Markets (USA) Inc.
The Exchange Securities shall be issued in the form
of one or more permanent global securities in definitive,
fully registered form without interest coupons substantially
in the form set forth in this Article (collectively, the
"Exchange Global Security") deposited with, or on behalf of,
the Depositary or
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with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the
Exchange Global Security may from time to time be increased
or decreased by adjustments made on the records of the
Depositary or its nominee, or of the Trustee, as custodian
for the Depositary or its nominee, as hereinafter provided.
Initial Securities offered and sold to "qualified
institutional buyers" (as defined in Rule 144A) in reliance
on Rule 144A shall be issued initially in the form of one or
more permanent global Securities in definitive, fully
registered form without interest coupons substantially in the
form set forth in this Article (collectively, the "Restricted
Global Security") deposited with, or on behalf of, the
Depositary or with the Trustee, as custodian for the
Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal
amount of the Restricted Global Security may from time to
time be increased or decreased by adjustments made on the
records of the Depositary or its nominee, or of the Trustee,
as custodian for the Depositary or its nominee, as
hereinafter provided.
Initial Securities offered and sold in reliance on
Regulation S shall be issued in the form of one or more
permanent global Securities in fully registered form without
interest coupons (collectively, the "Regulation S Global
Security" and, together with the Restricted Global Security
and the Exchange Global Security, the "Global Securities" or
each individually, a "Global Security") substantially in the
form set forth in this Article. The Regulation S Global
Securities will be registered in the name of a nominee of DTC
and deposited with the Trustee on behalf of the Purchasers,
for the accounts of the Euroclear System ("Euroclear") and
Cedel Bank, S.A. ("CEDEL"). The aggregate principal amount of
the Regulation S Global Security may from time to time be
increased or decreased by adjustments made on the records of
the Depositary or its nominee, or of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter
provided. Until and including the 40th day after the date of
this Indenture, beneficial interests in the Regulation S
Global Security may be held only through Euroclear or CEDEL,
unless delivery is made through the Restricted Global
Security in accordance with the certification requirements
provided in this Indenture.
If DTC is at any time unwilling or unable to
continue as a depositary, or if, in the case of the
Regulation S Global Security held for an account of Euroclear
or CEDEL, Euroclear or CEDEL, as the case may be, is closed
for business for 14 continuous days or announces an intention
to cease or permanently ceases business, the Company will
issue certificates for the Securities in definitive, fully
registered, non-global form without interest coupons in
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exchange for the Regulation S Global Security, the Restricted
Global Security or the Exchange Global Security, as the case
may be. In all cases, certificates for Securities delivered
in exchange for any Global Security or beneficial interests
therein will be registered in the names, and issued in any
approved denominations, requested by DTC.
In the case of certificates for Securities in
non-global form issued in exchange for the Regulation S
Global Security or Restricted Global Security, such
certificates will bear the first legend appearing under
Section 202 of this Indenture (unless the Company determines
otherwise in accordance with applicable law). The holder of a
Security in non-global form may transfer such Security,
subject to compliance with the provisions of such legend, by
surrendering it at the office or agency maintained by the
Company for such purpose in the Borough of Manhattan, The
City of New York, which initially will be the office of the
Trustee.
Initial Securities offered and sold other than as
global securities shall be issued in the form of permanent
certificated Securities in registered form in substantially
the form set forth in this Article (the "U.S. Physical
Securities").
Section 3. Indenture. Except as supplemented or amended hereby, the
Indenture and Securities are in all respects ratified and confirmed and all the
terms thereof shall remain in full force and effect. From and after the date
hereof, the Indenture, as supplemented by the First Supplemental Indenture,
shall be read, taken and construed as one and the same instrument with respect
to the Securities.
Section 4. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Section 5. GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
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LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS FIRST SUPPLEMENTAL INDENTURE.
Section 6. Trustee Disclaimer. The Trustee accepts the supplement to
the Indenture effected by this First Supplemental Indenture and agrees to
execute the trust created by the Indenture as hereby supplemented, but only upon
the terms and conditions set forth in the Indenture, including the terms and
provisions defining and limiting the liabilities and responsibilities of the
Trustee, which terms and provisions shall in like manner define and limit its
liabilities and responsibilities in the performance of the trust created by the
Indenture hereby supplemented. Except to the extent that they relate to action
taken by the Trustee, the Trustee shall not be responsible in any manner
whatsoever for or with respect to (i) the validity, efficacy or sufficiency of
this First Supplemental Indenture or any of the terms or provisions hereof, (ii)
the proper authorization hereof by the Company by corporate action or otherwise,
(iii) the due execution hereof by the Company, or (iv) the consequences (direct
or indirect and whether deliberate or inadvertent) of any supplement herein
provided for, and the Trustee makes no representation with respect to any such
matters.
Section 7. Effectiveness. The provisions of this First Supplemental
Indenture will take effect immediately upon its execution and delivery by the
Trustee in accordance with the provisions of Section 904 of the Indenture.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the date first written
above.
ATTEST: AMC ENTERTAINMENT INC.
By:
Xxxxx X. Xxxxx
President and Chief Financial Officer
By:
Xxxxxxx X. Xxxxx
Senior Vice President - Chief
Accounting and Information Officer
THE BANK OF NEW YORK, as Trustee
By:
Name:
Title:
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