Exhibit 99.4
Family Settlement Agreement Escrow
ESCROW AGREEMENT
This Escrow Agreement is entered into on August 15, 1997, by and among (i)
Xxxxxxx X. Xxxxxxx, individually, and as trustee of the 1992 Xxxxxxx, Inc.
Voting Trust dated December 12, 1992 (the "1992 Trust") and as trustee of the
Trust created pursuant to the Xxxxxxx X. Xxxxxxx Trust Agreement dated August
14, 1989 (the "1989 Trust"), Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X.
Xxxxxxx, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx (all persons
and entities listed in this clause (ii) are referred to herein as the "Xxxxxxx
Parties") and (ii) Mercantile Bank of Kansas City, a state banking corporation
chartered in Missouri (the "Escrow Agent").
WHEREAS, the Xxxxxxx Parties are parties to a Xxxxxxx Family Settlement
Agreement dated as of January 22, 1996 as amended (the "Settlement Agreement")
and, together with AMC Entertainment Inc. ("AMCE"), are parties to a
Registration Agreement dated as of August 15, 1995 (the "Registration
Agreement"); and
WHEREAS, pursuant to the Registration Agreement the Xxxxxxx Parties have
agreed to sell at least 3,000,000 shares of Registerable Securities (as therein
defined) in a registered secondary offering to occur after six months from the
date hereof but prior to the expiration of twelve months after the date hereof,
and pursuant to Section 7(a) of the Settlement Agreement, the Xxxxxxx Parties
have agreed to deposit in escrow the shares to be offered by them in a secondary
offering; and
WHEREAS, the Escrow Agent is willing to establish an escrow account on the
terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. The Escrow Agent hereby acknowledges receipt of one or more certificates
representing the shares of AMCE Common Stock and Class B Stock listed on Exhibit
A hereto (the "Shares") and one or more related stock powers executed in blank
with signatures guaranteed ("Stock Power") from the Xxxxxxx Party whose name is
set forth next to such Shares on Exhibit A, in escrow, pursuant to this Escrow
Agreement. The Xxxxxxx Party placing Shares and Stock Powers in escrow is
referred to herein as the "Owner" of such Shares and of all Additional Shares
(as defined below) issued or paid as dividends or other distributions thereon or
with respect thereto. The Escrow Agent agrees to hold and dispose of the Shares
and Stock Powers and any Additional Shares and Stock Powers in accordance with
the terms and conditions of this Escrow Agreement.
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2. The Escrow Agent shall hold the Shares and all shares of capital stock
of AMCE or other securities issued or paid as dividends or other distributions
on the Shares, any shares issued upon conversion of the Shares ("Additional
Shares") and all Stock Powers delivered hereunder and release them only as set
forth in Section 3 below.
All dividends and other distributions (other than Additional Shares) on
Shares received by the Escrow Agent will be immediately distributed to the Owner
of such Shares by mailing the same to his or her respective address specified in
or in the manner provided in Section 9. Each Xxxxxxx Party severally agrees to
immediately forward to the Escrow Agent for deposit in escrow all Additional
Shares received by such Xxxxxxx Party and related Stock Powers with respect to
Shares remaining in escrow hereunder.
The Escrow Agent shall maintain a ledger setting forth the number of Shares
placed in escrow by each Xxxxxxx Party and all Additional Shares issued in
respect of such Shares and deposited in escrow.
3. The Escrow Agent shall distribute the Shares, Additional Shares and
related Stock Powers as follows:
(a) Shares of Class B Stock and the related Stock Powers may be surrendered
to AMCE in exchange for shares of Common Stock issued to the Owner thereof upon
conversion of the Class B Stock by such Owner and a related Stock Power.
(b) Subject to paragraphs (c) and (d) below, all Shares, Additional Shares
and related Stock Powers shall be released from escrow and distributed to the
Xxxxxxx Party that is the Owner thereof by mailing the same to his or her
respective address specified in or in the manner provided in Section 9 promptly
following the first anniversary of the date hereof.
(c) Shares, Additional Shares and related Stock Powers shall be released
from escrow, in whole or in part, (i) to the managing underwriters selected
under the Registration Agreement upon the Escrow Agent's receipt of a joint
written notice from a majority of the Xxxxxxx Parties, in accordance with such
notice, and (ii) from time to time upon the Escrow Agent's receipt of a joint
written notice from all the Xxxxxxx Parties, in accordance with such notice. For
purpose of clause (i), each Xxxxxxx Party shall have one vote, Xxxxxxx X.
Xxxxxxx, the 1992 Trust and the 1989 Trust shall be considered a single Xxxxxxx
Party, Xxxxxx X. Xxxxxxx and the Investment Partnership, as defined in Section
3(d), if it becomes subject to this Agreement as provided in Section 3(d),
together with any and all of their Permitted Assignees who become subject to
this Agreement as provided in Section 3(d), shall be considered a single Xxxxxxx
Party, and each other Xxxxxxx Party and any and all of its Permitted Assignees
who become subject to this Agreement as provided in Section 3 (d) shall be
considered a single Xxxxxxx Party.
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(d) Shares, Additional Shares and related Stock Powers may be released to
one or more Xxxxxxx Parties if a like number of Shares and related Stock Powers
are deposited by one or more other Xxxxxxx Parties or by a Permitted Assignee,
as defined in the Registration Agreement, or, in the case of Xxxxxx X. Xxxxxxx,
by The Xxxxxx X. and Xxxxxxx X. Xxxxxxx Family Investment Partnership, a
California Limited Partnership (the "Investment Partnership") and such Xxxxxxx
Party, Permitted Assignee or Investment Partnership executes an addendum in the
form set forth as Exhibit B hereto acknowledging that they and such Shares are
subject to this Agreement. Upon the execution of such addendum and the deposit
of Shares and related Stock Powers by a Permitted Assignee or the Investment
Partnership, the Permitted Assignee or the Investment Partnership, as the case
may be, will be deemed a Xxxxxxx Party for purposes of this Agreement, subject
to Section 3 (c). The Escrow Agent may rely on a joint letter from Xxxxxxx &
Xxxx X.X. and either of Schiff, Hardin & Xxxxx, of Chicago, Illinois, or New
York, New York, or Kopple & Xxxxxxx, LLP, of Los Angeles, California, as to the
status of a person as a Permitted Assignee.
(e) If the Escrow Agent is notified of a claim against or in respect of
Shares, Additional Shares or Stock Powers or if a claim is made against the
Escrow Agent in respect of Shares, Additional Shares, or Stock Powers, such
Shares, Additional Shares and Stock Powers shall continue to be held, and not
released from escrow, except pursuant to the final unappealable order (or an
order for which the time to appeal has expired without an appeal having been
made) of a court of competent jurisdiction.
4. It is understood and agreed that the duties of the Escrow Agent are
purely ministerial in nature. It is further agreed that:
(a) the Escrow Agent may conclusively rely and shall be protected in acting
or refraining from acting upon any document, instrument, certificate,
instruction or signature believed by it to be genuine and may assume and shall
be protected in assuming that any person purporting to give any notice or
instructions in accordance with this Escrow Agreement or in connection with any
transaction to which this Escrow Agreement relates has been duly authorized to
do so. The Escrow Agent shall not be obligated to make any inquiry as to the
authority, capacity, existence or identity of any person purporting to have
executed any such document or instrument or have made any such signature or
purporting to give any such notice or instructions;
(b) in the event that the Escrow Agent shall be uncertain as to its duties
or rights hereunder or shall receive instructions with respect to the Shares,
Additional Shares or Stock Powers which, in its sole opinion, are in conflict
with either other instructions received by it or any provision of the Escrow
Agreement, it shall, without liability of any kind, be entitled to hold the
Shares, Additional Shares and Stock Powers pending the resolution of such
uncertainty to the Escrow Agent's sole satisfaction, by final judgment
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of a court or courts of competent jurisdiction or otherwise, or the Escrow
Agent, at its option, may, in final satisfaction of its duties hereunder,
deposit the relevant Shares, Additional Shares and Stock Powers with the clerk
of any other court of competent jurisdiction;
(c) the Escrow Agent undertakes to perform only such duties as are
expressly set forth herein and shall not be bound in any way by any agreement
among the Xxxxxxx Parties (whether or not the Escrow Agent has knowledge
thereof);
(d) the Escrow Agent shall not be liable for any action taken by it in good
faith and believed by it to be authorized or within the rights or powers
conferred upon it by this Escrow Agreement (provided that the Escrow Agent shall
be liable for its gross negligence and willful misconduct), and may consult with
counsel of its own choice and shall have full and complete authorization and
protection for any action taken or suffered by it hereunder in good faith and in
accordance with the opinion of such counsel; and
(e) the Escrow Agent shall not assume any responsibility or liability for
any transactions among the Xxxxxxx Parties.
5. The Xxxxxxx Parties, jointly and severally, agree to indemnify the
Escrow Agent, its directors, officers, agents and employees and any person who
"controls" the Escrow Agent within the meaning of Section 15 of the Securities
Act of 1933, as amended (collectively the "Indemnified Parties") against, and
hold them harmless from, any and all loss, liability, cost, damage and expense,
including, without limitation, costs of investigation and reasonable counsel
fees and expenses, which any of the Indemnified Parties may suffer or incur by
reason of any action, claim or proceeding brought against any of the Indemnified
Parties, arising out of or relating in any way to this Escrow Agreement or any
transaction to which this Escrow Agreement relates, other than any action, claim
or proceeding to the extent resulting from the gross negligence or willful
misconduct of such Indemnified Party. The provisions of this paragraph shall
survive the termination of this Escrow Agreement.
6. This Escrow Agreement may be altered, amended or terminated only with
the written consent of the Xxxxxxx Parties and the Escrow Agent. Should the
Xxxxxxx Parties attempt to change this Escrow Agreement in a manner which, in
the Escrow Agent's sole opinion, is undesirable, the Escrow Agent may resign as
Escrow Agent upon two weeks' written notice to the Xxxxxxx Parties; otherwise,
notwithstanding any provision hereof to the contrary, it may resign as Escrow
Agent at any time upon 60 days' written notice to the Xxxxxxx Parties. In the
case of the Escrow Agent's resignation, its only duty shall be to hold and
dispose of the Shares, Additional Shares and Stock Powers in accordance with the
original provisions of this Escrow Agreement until a successor escrow agent
shall be appointed by the Xxxxxxx Parties acting by majority vote determined as
set forth in Section 3(c) and a written notice of the name and address of
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such successor escrow agent shall be given to the Escrow Agent by the Xxxxxxx
Parties, whereupon the Escrow Agent's only duty shall be to turn over, in
accordance with the written instructions of the Xxxxxxx Parties, to the
successor escrow agent the Shares, Additional Shares and Stock Powers and any
documentation related thereto. In the event that a successor escrow agent shall
not have been appointed and the Escrow Agent shall not have turned over to the
successor escrow agent the Shares, Additional Shares and Stock Powers within the
time periods specified above, or the Escrow Agent's written notice of
resignation, as the case may be, the Escrow Agent may deposit the Shares,
Additional Shares and Stock Powers with the clerk of any other court of
competent jurisdiction, at which time the Escrow Agent's duties hereunder shall
terminate.
7. The Escrow Agent shall be entitled to a $125 initiation fee and a $750
annual escrow fee. The fees will be payable ratably by the Xxxxxxx Parties.
8. THIS ESCROW AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF MISSOURI WITHOUT APPLICATION TO THE PRINCIPLES OF
CONFLICTS OF LAWS. This Escrow Agreement shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that any
assignment or transfer by any party of its rights under this Escrow Agreement
shall be void (as against the Escrow Agent or otherwise) unless:
(a) written notice thereof shall be given to the Escrow Agent and the
Xxxxxxx Parties; and
(b) the Escrow Agent and the Xxxxxxx Parties shall have consented, in
writing, to such assignment or transfer.
9. All notices, requests, demands and other communications to be given in
connection with this Escrow Agreement shall be in writing, shall be delivered by
hand, overnight delivery service or by facsimile transmission, shall be deemed
given when received and shall be addressed to the Escrow Agent at the address
listed below or to the Xxxxxxx Parties at the respective addresses listed on the
signature pages or to such other addresses as they shall designate from time to
time in writing, forwarded in like manner; provided, however, that if any notice
given by telecopy is received other than during the regular business hours of
the recipient, it shall be deemed to have been given on the opening of business
on the next business day of the recipient:
If to the Escrow Agent:
Mercantile Bank of Kansas City
0000 Xxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
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Attention: Xxxxxxx Xxxxxx
Telecopier No.: 000-000-0000
Information copies of all notices given a Xxxxxxx Party (other than Xxxxxxx
X. Xxxxxxx, the 1992 Trust or the 1989 Trust) shall be given to:
Xxxxxx X. Xxxxxx, Esq.
Kopple & Xxxxxxx
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 0000
Xxx Xxxxxxx, A 90067
Xxxxx Xxxxxxxxx, Esq.
Xxxxxx Xxxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Information copies of all notices given to Xxxxxxx X. Xxxxxxx, the 1992
Trust or the 1989 Trust should be given to:
Xxxxxxx X. Xxxxxx, Xx., Esq.
Xxxxxxx & Xxxx X.X.
0000 Xxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
10. If any provision of this Escrow Agreement or the application thereof to
any person or circumstance shall be determined to be invalid or unenforceable,
the remaining provisions of this Escrow Agreement or the application of such
provision to persons or circumstances other than those to which it is held
invalid or unenforceable shard not be affected thereby and shall be valid and
enforceable to the fullest extent permitted by law.
11. This Escrow Agreement may be executed in several counterparts or by
separate instruments, and all of such counterparts or instruments shall
constitute one agreement, binding on all the parties hereto.
12. All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as the context may require.
IN WITNESS WHEREOF, the undersigned have executed this Escrow Agreement as
of the day and year first above written.
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Mercantile Bank of Kansas City
By: /s/Xxx X. Xxxxxxx
-------------------
Name: Xxx X. Xxxxxxx
Title: Vice President
Suite 1700
Power & Light Building
000 Xxxx 00xx Xxxxxx
P.O. Box 419615 /s/Xxxxxxx X. Xxxxxxx
---------------------
Xxxxxx Xxxx, Xxxxxxxx 00000-0000 Xxxxxxx X. Xxxxxxx
0000 Xxxxxxx Xxxxx Xxxxx /s/Xxxxx X. Xxxxxxxxx
-------------------
Xxxx Xxxxxxx, XX 00000 Xxxxx X. Xxxxxxxxx
0000 Xxxx 00xx Xxxxxx /s/Xxxxxx X. Xxxxxxx
----------------------
Shawnee Xxxxxxx, XX 00000 Xxxxxx X. Xxxxxxx
X.X. Xxx 0000 /s/Xxxxxx X. Xxxxxxx
--------------------
Xxxxxx Xxxxx Xx. XX 00000 Xxxxxx X. Xxxxxxx
000 Xxxxxxxx Xxxx Xxxx /s/Xxxxxx X. Xxxxxx
-------------------
Xxxxxx, XX 00000 Xxxxxx X.Xxxxxx
000 X.X. Xxxxxxxx Xxxxx /s/Xxxxx X. Xxxxxxx
------------------
Xxxxxxxxx, XX 00000 Xxxxx X. Xxxxxxx
000 Xxxx Xxx Xxxxxx /s/Xxxxx X. Xxxxxxx
------------------
Xxx Xxxx, XX 00000 Xxxxx X. Xxxxxxx
Suite 1700
Power & Light Building
000 Xxxx 00xx Xxxxxx /s/ Xxxxxxx X. Xxxxxxx
----------------------
X.X. Xxx 000000 Xxxxxxx X. Xxxxxxx, as trustee of
Xxxxxx Xxxx, Xxxxxxxx 00000-0000 the 1992 Trust
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Suite 1700
Power & Light Building
000 Xxxx 00xx Xxxxxx /s/Xxxxxxx X. Xxxxxxx
---------------------
X.X. Xxx 000000 Xxxxxxx X. Xxxxxxx, as trustee of
Xxxxxx Xxxx, Xxxxxxxx 00000-0000 the 1989 Trust
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Exhibit A
Family Settlement Agreement Escrow
1992 Xxxxxxx, Inc. Voting Trust 500,000 Shares of AMCE
Class B Stock
Xxxxx X. Xxxxxxxxx 416,667 Shares of AMCE Common
Stock
Xxxxxx X. Xxxxxxx 416,667 Shares of AMCE Common
Stock
Xxxxxx X. Xxxxxxx 416,667 Shares of AMCE Common
Stock
Xxxxxx X. Xxxxxx 416,667 Shares of AMCE Common
Stock
Xxxxx X. Xxxxxxx 416,667 Shares of AMCE Common
Stock
Xxxxx X. Xxxxxxx 416,667 Shares of AMCE Common
Stock
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Exhibit B
ADDENDUM TO ESCROW AGREEMENT
The undersigned hereby deposits ________ shares of Common Stock of AMC
Entertainment Inc. and related stock powers executed in blank with Mercantile
Bank of Kansas City, as Escrow Agent, to be held in escrow by Escrow Agent in
accordance with that certain Escrow Agreement dated as of August 15, 1997, by
and among Escrow Agent, Xxxxxxx X. Xxxxxxx, individually, and as trustee of the
1992 Xxxxxxx, Inc. Voting Trust dated December 12, 1992 and as trustee of the
Trust created pursuant to the Xxxxxxx X. Xxxxxxx Trust Agreement dated August
14, 1989, Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxx X.
Xxxxxx, Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx. If the undersigned is not one of
the above named original parties to the Escrow Agreement, the undersigned agrees
that it shall be bound by said Escrow Agreement as though it were an original
party thereto and that such shares and stock powers shall be disposed of in
accordance with such Escrow Agreement. For purposes of Section 9 of the Escrow
Agreement, the undersigned's notice address is
------------------------------------------------------------------------.
-------------------------------
Date:_________________________
Accepted
Mercantile Bank of Kansas City
By_____________________________ Date:______________________
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