FIRST AMENDMENT
TO
XXXXXXX FAMILY SETTLEMENT AGREEMENT
THIS AMENDMENT is made as of this 18th day of March 1997 by and among
XXXXXXX X. XXXXXXX, individually, as Trustee of the 1992 Xxxxxxx, Inc. Voting
Trust dated December 12, 1992, as amended, and as Trustee of the Xxxxxxx X.
Xxxxxxx Trust Agreement dated August 14, 1989, as amended (referred to herein,
regardless of capacity, as "SHD"), and XXXXX X. XXXXXXXXX, XXXXXX X. XXXXXXX,
XXXXXX X. XXXXXXX, XXXXXX X. XXXXXX, XXXXX X. XXXXXXX AND XXXXX X. XXXXXXX
(collectively, the "Xxxxxxx Children").
WHEREAS, the parties entered into a certain agreement entitled the "Xxxxxxx
Family Settlement Agreement" dated as of January 22, 1996 ("Settlement
Agreement") regarding, among other things, the liquidation of American
Associated Enterprises, a Missouri limited partnership ("AAE"), and the merger
of Xxxxxxx, Inc., a Missouri corporation ("DI"), with and into AMC
Entertainment, Inc., a Delaware corporation ("AMCE"); and
WHEREAS, the parties desire to amend various provisions of the Settlement
Agreement to conform to the proposed provisions of various other agreements
negotiated by the parties and others in connection with the aforesaid merger;
NOW, THEREFORE, in consideration of the foregoing, and of the mutual
agreements, promises, covenants and representations hereinafter set forth, the
parties, intending to be bound legally, hereby agree as follows:
1. Capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Settlement Agreement.
2. The first two sentences of Section 3(a) of the Settlement Agreement
shall be, and hereby are, amended in their entirety, as follows:
The Partners agree to effect all of the actions set forth in the "DI
Pre-Merger Action Plan" attached hereto as EXHIBIT "A" and
incorporated herein by reference, or such variations of such actions
as shall be agreed upon in writing by the Partners (and AMCE pursuant
to Section 4(a) of the Indemnification Agreement among AMCE, the
Partners and Delta). The Partners agree (i) that all of the assets of
DI (other than the shares of AMCE Common Stock
and AMCE Class B Stock owned by DI) and all of the liabilities of DI
shall be transferred to Delta prior to distribution of the capital
stock of Delta by DI to its shareholders as contemplated by the
provisions of Section 3(b) of this Agreement, and (ii) that the
shareholders of DI (who ultimately will be the shareholders of Delta
following such distribution) shall negotiate an amendment to this
Agreement allocating the relative benefits and burdens of such assets
and liabilities so transferred as amongst themselves.
3. The first sentence of Section 5 of the Settlement Agreement shall be,
and hereby is, amended in its entirety as follows:
For the three-year period following the Effective Time, each Xxxxxxx
Child, severally, shall irrevocably appoint the secretary and each
assistant secretary of AMCE as proxy and attorney, with full power of
substitution, to vote all shares of AMCE Common Stock owned by such
Xxxxxxx Child from time to time for each candidate for the Board of
Directors of AMCE in the same proportion as the aggregate votes cast
in such elections by all other holders of AMCE Common Stock not
affiliated with AMCE, its directors and officers, and shall take no
action to revoke or interfere with the exercise of such proxy or to
vote the shares subject to such proxy in any manner inconsistent with
the proxy.
4. The third sentence of Section 17 of the Settlement Agreement shall be,
and hereby is, amended in its entirety as follows:
In addition, if for any reason the Merger Agreement shall not have
been executed on or before March 31, 1997, or the Merger shall not
have been consummated on or before September 30, 1997, the Xxxxxxx
Children shall have the right to terminate this Agreement.
5. Except as expressly modified by this Amendment, each party hereby
expressly reserves all of its rights, remedies and defenses under, arising out
of or related to the Settlement Agreement, the transactions contemplated thereby
and all applicable laws, whether at law or in equity.
6. Except as expressly modified by this Amendment the Settlement
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.
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7. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, and all of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
First Amendment to Settlement Agreement on the date first above written.
Date: March 22, 1997 /s/ S. H. Durwood
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Xxxxxxx X. Xxxxxxx, individually
and as trustee of the aforesaid
trusts.
Date: March 22, 1997 /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Date: March 25, 1997 /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Date: March 23, 1997 /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Date: March 21, 1997 /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Date: March 24, 1997 /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Date: March 22, 1997 /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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