Exhibit 99.9
FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT
THIS AMENDMENT is made as of August 15, 1997 by and among (i) AMC
ENTERTAINMENT, INC., a Delaware corporation ("AMCE"), (ii) XXXXXXX X. XXXXXXX,
individually ("SHD"), as Trustee of the 1992 Xxxxxxx, Inc. Voting Trust dated
December 12, 1992, as amended (the "1992 Trust"), and as Trustee of the trust
created pursuant to the Xxxxxxx X. Xxxxxxx Trust Agreement dated August 14,
1989, as amended (the "1989 Trust"), XXXXX X. XXXXXXXXX, XXXXXX X. XXXXXXX,
XXXXXX X. XXXXXX, XXXXX X. XXXXXXX, XXXXX X. XXXXXXX, XXXXXX X. XXXXXXX,
("XXX"), and THE XXXXXX X. AND XXXXXXX X. XXXXXXX FAMILY INVESTMENT PARTNERSHIP,
a California limited partnership ("TBD Partnership") (all persons and entities
listed in this clause (ii) are referred to herein as the "Xxxxxxx Parties"), and
(iii) DELTA PROPERTIES, INC., a Missouri corporation ("Delta").
WHEREAS, the parties hereto (other than TBD Partnership) heretofore entered
into a certain Indemnification Agreement dated as of March 31, 1997
("Indemnification Agreement"), in connection with a certain Agreement and Plan
of Merger and Reorganization dated as of March 31, 1997 (the "Merger Agreement")
between AMCE and Xxxxxxx Inc., a Missouri corporation ("DI"), pursuant to which
DI will be mergered with and into AMCE;
WHEREAS, the parties hereto and DI heretofore entered into a certain
Partnership Interest Assignment and Assumption Agreement dated as of August 14,
1997 (the "Assignment and Assumption"), pursuant to which TAD assigned to TBD
Partnership, inter alia, an undivided portion of TAD's rights, title and
interests in, to and under the Indemnification Agreement, and TBD Partnership
assumed and agreed perform and observe, to the extent applicable to the
interests transferred, all of the terms, covenants and conditions on the part of
TAD to be performed or observed under the Indemnification Agreement (other than
the provisions of Section 4(c) thereof), upon the terms and conditions contained
therein;
WHEREAS, the parties desire to amend the Indemnification Agreement in the
manner hereinafter provided in order to implement the terms of the Assignment
and Assumption;
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, the parties hereto do hereby agree and covenant as follows:
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1. Capitalized terms not defined herein shall have the meanings assigned to
such terms in the Indemnification Agreement.
2. The parties hereto agree that TBD Partnership shall be, and hereby is,
added as a party to the Indemnification Agreement as one of the Xxxxxxx Parties.
3. TBD Partnership shall, and hereby does, assume and agree to be bound by
and perform and observe, to the extent applicable directly or indirectly to the
interest transferred pursuant to the Assignment and Assumption, all of the
terms, covenants, conditions and obligations on the part of TAD to be performed
or observed under the Indemnification Agreement (other than Section 4(c)
thereof).
4. Notwithstanding anything contained or implied herein or in the
Assignment and Assumption to the contrary, TBD Partnership will not participate
in any vote or determination to be made by the Xxxxxxx Parties under the
Indemnification Agreement. All agreements and obligations of TAD and TBD
Partnership made or arising under the Indemnification Agreement (other than
Section 4(c) thereof) shall be deemed to be joint and several agreements and
obligations of each TAD and TBD Partnership.
5. Except as expressly modified by this Amendment, the Indemnification
Agreement shall remain in full force and effect in accordance with its terms and
is hereby ratified and confirmed in all respects by the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.
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AMC ENTERTAINMENT, INC.
By /s/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President
/s/Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
/s/Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
/s/Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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