Exhibit 99.(d)(4)
AP ENTERTAINMENT, LLC
APOLLO INVESTMENT FUND IV, L.P.
APOLLO OVERSEAS PARTNERS IV, L.P.
APOLLO INVESTMENT FUND V, L.P.
APOLLO OVERSEAS PARTNERS V, L.P.
APOLLO NETHERLANDS PARTNERS V(A), L.P.
APOLLO NETHERLANDS PARTNERS V(B), L.P.
APOLLO GERMAN PARTNERS V GMBH & CO KG
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JULY 22, 2004
Board of Directors
AMC Entertainment Inc.
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Gentlemen:
Reference is made to that certain Agreement and Plan of Merger (the
"Merger Agreement"), dated as of July 22, 2004, by and Marquee Holdings Inc., a
Delaware corporation ("Parent"), Marquee Inc., a Delaware corporation ("Merger
Sub"), and AMC Entertainment Inc., a Delaware corporation (the "Company") and to
that certain Investment Agreement, dated April 19, 2001, by and among the
parties hereto (collectively "Apollo") and the Company. Capitalized terms used
and not otherwise defined herein have the meanings ascribed to them in the
Merger Agreement.
You have asked us to describe our current intent with respect to our
consent for purposes of the "Preferred Stock Approval Rights" granted to Apollo
pursuant to Section 8.1 of the Investment Agreement in the context of an
Acquisition Proposal that: (1) the Company Independent Committee or the Board of
Directors of the Company determines constitutes a Superior Proposal, (2) results
in the Merger Agreement being terminated, (3) results in a transaction, if
consummated, that offers for each and every share of Company Common Stock (after
payment of the Change of Control Dividend and conversion of each and every share
of Company Preferred Stock into shares of Company Common Stock) an amount of
cash consideration in excess of $19.50 per share (or such higher price per share
of Company Common Stock as may then be in effect in the Merger Agreement), and
(4) results in a transaction that in ▇▇▇▇▇▇'s sole judgment has the same or
higher likelihood of consummation as compared to the Merger's likelihood of
consummation (taking into account, among other things it deems appropriate, the
Third Party's ability to finance the transaction and any antitrust risk
associated with the transaction) (an Acquisition Proposal meeting each of the
criteria set forth in (1)-(4), a "BETTER PROPOSAL"). Based upon facts and
circumstances existing as of the date hereof, it is our current intent to enter
into an agreement to consent to a Better Proposal on terms substantially similar
to those contained in the Apollo Consent. This statement of intent shall not be
binding upon Apollo and is expressed to the Board solely at its request in
connection with its consideration of the Merger Agreement.
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Very truly yours,
AP ENTERTAINMENT, LLC
BY: APOLLO MANAGEMENT V, L.P.,
ITS GENERAL PARTNER
BY: AIF V MANAGEMENT, INC.
ITS GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
APOLLO INVESTMENT FUND IV, L.P.
BY: APOLLO ADVISORS IV, L.P.,
ITS GENERAL PARTNER
BY: APOLLO CAPITAL MANAGEMENT IV, INC.
ITS GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
APOLLO OVERSEAS PARTNERS IV, L.P.
BY: APOLLO ADVISORS IV, L.P.,
ITS GENERAL PARTNER
BY: APOLLO CAPITAL MANAGEMENT IV, INC.
ITS GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
APOLLO INVESTMENT FUND V, L.P.
BY: APOLLO ADVISORS V, L.P.,
ITS GENERAL PARTNER
BY: APOLLO CAPITAL MANAGEMENT V, INC.
ITS GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
APOLLO OVERSEAS PARTNERS V, L.P.
BY: APOLLO ADVISORS V, L.P.,
ITS GENERAL PARTNER
BY: APOLLO CAPITAL MANAGEMENT V, INC.
ITS GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
APOLLO NETHERLANDS PARTNERS V(A), L.P.
BY: APOLLO ADVISORS V, L.P.,
ITS GENERAL PARTNER
BY: APOLLO CAPITAL MANAGEMENT V, INC.
ITS GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
APOLLO NETHERLANDS PARTNERS V(B), L.P.
BY: APOLLO ADVISORS V, L.P.,
ITS GENERAL PARTNER
BY: APOLLO CAPITAL MANAGEMENT V, INC.
ITS GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
APOLLO GERMAN PARTNERS V GMBH & CO KG
BY: APOLLO ADVISORS V, L.P.,
ITS GENERAL PARTNER
BY: APOLLO CAPITAL MANAGEMENT V, INC.
ITS GENERAL PARTNER
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President