MARQUEE INC. Senior Floating Rate Notes Due 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2005 • Amc Entertainment Inc • Services-motion picture theaters • New York
Marquee Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, its Senior Floating Notes Due 2010, together with any related Guarantees (such Guarantees to be provided on the Merger Closing Date as described in Section 13 hereof) (the “Securities”), upon the terms set forth in the purchase agreement, between the Company and the Representatives, dated August 6, 2004 (the “Purchase Agreement”), relating to the initial placement of the Securities (the “Initial Placement”). The Securities and the New Securities (as defined herein) will be, upon closing of the Merger (as defined herein), guaranteed on a senior unsecured basis by the Guarantors (as defined herein). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company and the Guarantors from tim
85/8% SENIOR NOTES DUE 2012Indenture • January 28th, 2005 • Amc Entertainment Inc • Services-motion picture theaters • New York
INDENTURE dated as of August 18, 2004, between MARQUEE INC., a Delaware corporation (the “Company”) owned by Apollo Management L.P. and J.P. Morgan Partners LLC and formed for the purpose of merging with and into AMC Entertainment Inc., and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2005 • Amc Entertainment Inc • Services-motion picture theaters • Missouri
This Employment Agreement (the “Agreement”) is entered into as of December 23, 2004, and is effective immediately following the Effective Time, by and among MARQUEE HOLDINGS INC., a Delaware corporation (“Holdings”), AMC ENTERTAINMENT INC., a Delaware corporation (“AMCE”), AMERICAN MULTI-CINEMA, INC., a Missouri corporation and wholly-owned subsidiary of AMCE (“AMC” and, collectively with Holdings and AMCE, the “Company”), and PHILIP M. SINGLETON (“Employee”). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:
INCENTIVE STOCK OPTION AGREEMENT OF MARQUEE HOLDINGS INC.Incentive Stock Option Agreement • January 28th, 2005 • Amc Entertainment Inc • Services-motion picture theaters • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of December 23, 2004 (the “Grant Date”) by and between Marquee Holdings Inc., a Delaware corporation (the “Company”) and [name], an Employee of the Company (or one of its Plan Subsidiaries), hereinafter referred to as the “Optionee.”
ContractSupplemental Indenture • January 28th, 2005 • Amc Entertainment Inc • Services-motion picture theaters • New York
This Supplemental Indenture, dated as of December 23, 2004 (this “Supplemental Indenture” or “Guarantee”), among American Multi-Cinema, Inc., AMC Realty, Inc., AMC Entertainment International, Inc., National Cinema Network, Inc., AMC-GCT, Inc., American Multi-Cinema of Florida, Inc., Centertainment, Inc., Premium Theater of Mayfair, Inc., Premium Cinema of Yorktown, Inc., Club Cinema of Mazza, Inc., Premium Theater of Framingham, Inc., GCT Pacific Beverage Services, Inc., AMC Card Processing Services, Inc. (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), AMC Entertainment Inc., as successor by merger to Marquee Inc. (together with its successors and assigns, the “Company”) and HSBC Bank USA, National Association, as Trustee under the Indenture referred to below.
ContractGuarantor Joinder Agreement • January 28th, 2005 • Amc Entertainment Inc • Services-motion picture theaters • New York
THIS GUARANTOR JOINDER AGREEMENT (this “Guarantor Joinder Agreement”) is entered into effective as of December 23, 2004, by American Multi-Cinema, Inc., AMC Realty, Inc., AMC Entertainment International, Inc., National Cinema Network, Inc., AMC-GCT, Inc., American Multi-Cinema of Florida, Inc., Centertainment, Inc., Premium Theater of Mayfair, Inc., Premium Cinema of Yorktown, Inc., Club Cinema of Mazza, Inc., Premium Theater of Framingham, Inc., GCT Pacific Beverage Services, Inc. and AMC Card Processing Services, Inc.
SECOND AMENDMENTSecond Amendment • January 28th, 2005 • Amc Entertainment Inc • Services-motion picture theaters
THIS SECOND AMENDMENT, dated as of November 23, 2004 (this “Second Amendment”), is among AMC ENTERTAINMENT INC., a Delaware corporation (the “Borrower”) and the Lenders (as defined below) signatories hereto.
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • January 28th, 2005 • Amc Entertainment Inc • Services-motion picture theaters • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of [ ] (the “Grant Date”) by and between Marquee Holdings Inc., a Delaware corporation (the “Company”) and [ ], a[n Employee/Non-Employee Director/Consultant] of the Company (or one of its Plan Subsidiaries), hereinafter referred to as the “Optionee.”
AMC ENTERTAINMENT INC. AND AMERICAN MULTI-CINEMA, INC. AMC REALTY, INC. AMC ENTERTAINMENT INTERNATIONAL, INC. NATIONAL CINEMA NETWORK, INC. AMC-GCT, INC. AMERICAN MULTI-CINEMA OF FLORIDA, INC. CENTERTAINMENT, INC. PREMIUM THEATER OF MAYFAIR, INC....Amc Entertainment Inc • January 28th, 2005 • Services-motion picture theaters • New York
This First Supplemental Indenture, dated as of December 23, 2004 (this “Supplemental Indenture” or “Guarantee”), among American Multi-Cinema, Inc., AMC Realty, Inc., AMC Entertainment International, Inc., National Cinema Network, Inc., AMC-GCT, Inc., American Multi-Cinema of Florida, Inc., Centertainment, Inc., Premium Theater of Mayfair, Inc., Premium Cinema of Yorktown, Inc., Club Cinema of Mazza, Inc., Premium Theater of Framingham, Inc., GCT Pacific Beverage Services, Inc., AMC Card Processing Services, Inc. (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), AMC Entertainment Inc. (together with its successors and assigns, the “Company”) and HSBC Bank USA, National Association, as Trustee under the Indenture referred to below.
ContractGuarantor Joinder Agreement • January 28th, 2005 • Amc Entertainment Inc • Services-motion picture theaters • New York
THIS GUARANTOR JOINDER AGREEMENT (this “Guarantor Joinder Agreement”) is entered into effective as of December 23, 2004, by American Multi-Cinema, Inc., AMC Realty, Inc., AMC Entertainment International, Inc., National Cinema Network, Inc., AMC-GCT, Inc., American Multi-Cinema of Florida, Inc., Centertainment, Inc., Premium Theater of Mayfair, Inc., Premium Cinema of Yorktown, Inc., Club Cinema of Mazza, Inc., Premium Theater of Framingham, Inc., GCT Pacific Beverage Services, Inc. and AMC Card Processing Services, Inc.
AMC ENTERTAINMENT INC. AND AMERICAN MULTI-CINEMA, INC. AMC REALTY, INC. AMC ENTERTAINMENT INTERNATIONAL, INC. NATIONAL CINEMA NETWORK, INC. AMC-GCT, INC. AMERICAN MULTI-CINEMA OF FLORIDA, INC. CENTERTAINMENT, INC. PREMIUM THEATER OF MAYFAIR, INC....Amc Entertainment Inc • January 28th, 2005 • Services-motion picture theaters • New York
This First Supplemental Indenture, dated as of December 23, 2004 (this “Supplemental Indenture” or “Guarantee”), among American Multi-Cinema, Inc., AMC Realty, Inc., AMC Entertainment International, Inc., National Cinema Network, Inc., AMC-GCT, Inc., American Multi-Cinema of Florida, Inc., Centertainment, Inc., Premium Theater of Mayfair, Inc., Premium Cinema of Yorktown, Inc., Club Cinema of Mazza, Inc., Premium Theater of Framingham, Inc., GCT Pacific Beverage Services, Inc., AMC Card Processing Services, Inc. (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), AMC Entertainment Inc. (together with its successors and assigns, the “Company”) and HSBC Bank USA, National Association, as Trustee under the Indenture referred to below.
NON-QUALIFIED STOCK OPTION AGREEMENT OF MARQUEE HOLDINGS INC.Non-Qualified Stock Option Agreement • January 28th, 2005 • Amc Entertainment Inc • Services-motion picture theaters • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of December 23, 2004 (the “Grant Date”) by and between Marquee Holdings Inc., a Delaware corporation (the “Company”) and [Name], an Employee of the Company (or one of its Plan Subsidiaries), hereinafter referred to as the “Optionee.”
FORM OF INCENTIVE STOCK OPTION AGREEMENTForm of Incentive Stock Option Agreement • January 28th, 2005 • Amc Entertainment Inc • Services-motion picture theaters • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of [ ] (the “Grant Date”) by and between Marquee Holdings Inc., a Delaware corporation (the “Company”) and [ ], an Employee of the Company (or one of its Plan Subsidiaries), hereinafter referred to as the “Optionee.”
ContractSupplemental Indenture • January 28th, 2005 • Amc Entertainment Inc • Services-motion picture theaters • New York
This Supplemental Indenture, dated as of December 23, 2004 (this “Supplemental Indenture” or “Guarantee”), among American Multi-Cinema, Inc., AMC Realty, Inc., AMC Entertainment International, Inc., National Cinema Network, Inc., AMC-GCT, Inc., American Multi-Cinema of Florida, Inc., Centertainment, Inc., Premium Theater of Mayfair, Inc., Premium Cinema of Yorktown, Inc., Club Cinema of Mazza, Inc., Premium Theater of Framingham, Inc., GCT Pacific Beverage Services, Inc., AMC Card Processing Services, Inc. (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), AMC Entertainment Inc., as successor by merger to Marquee Inc. (together with its successors and assigns, the “Company”), and HSBC Bank USA, National Association, as Trustee under the Indenture referred to below.
