Exhibit 99.10
Stock Agreement Escrow
ESCROW AGREEMENT
This Escrow Agreement is entered into on August 15, 1997, by and among
(i) AMC Entertainment Inc., a Delaware corporation ("AMCE"), (ii) 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 (iii) Mercantile Bank of Kansas City, a state banking corporation
chartered in Missouri (the "Escrow Agent").
WHEREAS, AMCE, the Xxxxxxx Parties and Delta Properties, Inc., a
Missouri corporation, are parties to an Indemnification Agreement dated as of
March 31, 1997 (the "Indemnification Agreement"); and
WHEREAS, Section 4(c) of the Indemnification Agreement provides that
certain shares of AMCE Common Stock and AMCE Class B Stock be deposited in
escrow for two years; 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 certificates
representing the shares of AMCE Common Stock and Class B Stock listed on Exhibit
A hereto (the "Shares") 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 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. The Escrow Agent agrees to hold and
dispose of the Shares and any Additional Shares in accordance with the terms and
conditions of this Escrow Agreement.
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 ("Additional Shares") and release them only as set
forth in Section 3 below.
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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 while the relevant Shares remain 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 and Additional Shares as
follows:
(a) Subject to paragraphs (b) and (c) below, all Shares and Additional
Shares 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
second anniversary of the date hereof.
(b) Shares and Additional Shares shall be released from escrow, in
whole or in part, from time to time upon the Escrow Agent's receipt of a joint
written notice of AMCE and the Xxxxxxx Party that is the Owner of such Shares
and Additional Shares in accordance with such notice.
(c) If the Escrow Agent is notified of a claim against or in respect of
Shares or Additional Shares or if a claim is made against the Escrow Agent in
respect of Shares or Additional Shares, such Shares and Additional Shares 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;
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(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 and Additional Shares 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 and Additional Shares pending the resolution of such uncertainty to the
Escrow Agent's sole satisfaction, by final judgment 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 and
Additional Shares 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
between AMCE and 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 between AMCE and the Xxxxxxx Parties.
5. AMCE agrees 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 AMCE, the Xxxxxxx Parties and the Escrow Agent.
Should AMCE and 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 AMCE and the
Xxxxxxx Parties; otherwise, notwithstanding any provision hereof to the
contrary, it may resign as Escrow
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Agent at any time upon 60 days' written notice to AMCE and the Xxxxxxx Parties.
In the case of the Escrow Agent's resignation, its only duty shall be to hold
and dispose of the Shares and Additional Shares in accordance with the original
provisions of this Escrow Agreement until a successor escrow agent shall be
appointed by AMCE and the Xxxxxxx Parties acting by majority vote (in which each
such party shall have one vote, with Xxxxxxx X. Xxxxxxx, the 1989 Trust and the
1992 Trust being deemed a single party) and a written notice of the name and
address of such successor escrow agent shall be given to the Escrow Agent by
AMCE and the Xxxxxxx Parties, whereupon the Escrow Agent's only duty shall be to
turn over, in accordance with the written instructions of AMCE and the Xxxxxxx
Parties, to the successor escrow agent the Shares and Additional Shares 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 and Additional Shares 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 and Additional Shares 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 by AMCE.
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, AMCE and the
Xxxxxxx Parties; and
(b) the Escrow Agent, AMCE 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 AMCE and 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:
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If to the Escrow Agent:
Mercantile Bank of Kansas City
0000 Xxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
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
Information copies of all notices given to AMCE shall be given to:
Xxxxxxx X. Xxxx, Xx., Esq.
Hallmark Cards, Incorporated
0000 XxXxx Xxxxxxxxxx
Xxxxxx Xxxx, XX 00000-0000
The Xxxxxxxxx Xxxx X. Xxxxxxxx
Polsinelli, White, Xxxxxxxx & Xxxxxxx
Suite 1000, Plaza Steppes
000 Xxxx 00xx Xxxxxx
0
Xxxxxx Xxxx, XX 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.
MERCANTILE BANK OF KANSAS CITY
By:/s/Xxx X. Xxxxxxx
----------------------
Name: Xxx X. Xxxxxxx
Title: Vice President
Suite 1700
Power & Light Building AMC ENTERTAINMENT INC.
000 Xxxx 00xx Xxxxxx
P.O. Box 419615 By:/s/Xxxxxxx X. Xxxxxxx
-----------------------
Xxxxxx Xxxx, Xxxxxxxx 00000-0000 Chairman and CEO
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
0
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
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 TO
STOCK AGREEMENT ESCROW
1992 Xxxxxxx, Inc. Voting Trust 2,590,017 shares of AMCE Class B
Stock
Xxxxx X. Xxxxxxxxx 730,602 shares of AMCE Common
Xxxxxx X. Xxxxxxx Stock each
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
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