Exhibit 2.5(b)(2)
Execution Copy
AMC ENTERTAINMENT INC.
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January 15, 2002
GC Companies, Inc.
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Attn: G. ▇▇▇▇ ▇▇▇▇▇▇▇
President and Chief Operating Officer
Dear ▇▇. ▇▇▇▇▇▇▇:
This letter of amendment ("AMENDMENT") amends and modifies that certain
Letter of Intent dated December 6, 2001 (the "LOI") between AMC Entertainment
Inc., a Delaware corporation ("AMCE"), and GC Companies, Inc., a Delaware
corporation ("GCX"). Capitalized terms used and not defined have the meaning
ascribed thereto in the LOI.
The LOI shall be amended and modified as shown by the blacklined LOI
(without exhibits) attached hereto as EXHIBIT A.
Except as modified by this Amendment, the LOI, a conformed copy of
which is attached hereto as EXHIBIT B, remains unchanged and in full force and
effect.
Very truly yours,
AMC ENTERTAINMENT INC.
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman, Chief Executive Officer
and President
ACKNOWLEDGED AND AGREED TO:
GC COMPANIES, INC.
By:
G. ▇▇▇▇ ▇▇▇▇▇▇▇
President and Chief Operating Officer
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For ▇▇▇▇▇ filing, language that will be added is preceded by a "<*>" and
followed by a "". Language that will be eliminated is preceded by a "<#>"
and followed by a "".
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Exhibit A
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AMC ENTERTAINMENT INC.
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▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
December 6, 2001
<*>(Amended as of January 15, 2002)
GC Companies, Inc.
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Attn: G. ▇▇▇▇ ▇▇▇▇▇▇▇
President and Chief Operating Officer
Dear ▇▇. ▇▇▇▇▇▇▇:
The purpose of this letter of intent ("LETTER") is to set forth certain
non-binding understandings and certain binding agreements between AMC
Entertainment Inc., a Delaware corporation ("AMCE" or "WE"), and GC Companies,
Inc., a Delaware corporation ("GCX" or "YOU"), and its affiliated debtors and
debtors in possession (collectively, the "GCX DEBTORS") in cases under chapter
11 of the United States Bankruptcy Code that are currently pending the United
States Bankruptcy Court for the District of Delaware (the "COURT") as case nos.
00-3897 (EIK) to 00-3927 (EIK) (the "CHAPTER 11 CASES"), with respect to AMCE's
acquisition of newly issued shares of GCX common stock ("NEW GCX STOCK"),
representing 100% of the outstanding capital stock of GCX as reorganized
pursuant to a plan of reorganization in form and substance reasonably
satisfactory to AMCE in the good faith exercise of its discretion that (i) is in
all respects consistent with this Letter and the Term Sheet (as defined below),
(ii) does not impose on AMCE any liabilities or obligations in addition to or
other than those provided in this Letter and the Term Sheet and (iii) contains
such other provisions that AMCE reasonably deems necessary to protect AMCE (the
"PLAN"), on the terms and conditions described in this Letter (collectively, the
"PROPOSED TRANSACTION").
Sections 1 and 2 reflect our understanding with respect to the matters
described in them, but are not to constitute a complete statement of, or a
legally binding or enforceable agreement or commitment on the part of, AMCE or
the GCX Debtors with respect to the matters described therein.
1. PURCHASE OF GCX AND SUBSIDIARIES.
(a) On the terms and subject to the conditions (which will be
substantially in accordance with this Letter and the Term Sheet) to be
set forth in a definitive, legally binding, written agreement to be
negotiated and entered into by AMCE and GCX with the approval of
AMCE's Board of Directors and GCX's Board of Directors (the
"AGREEMENT") and the Plan (collectively, the "TRANSACTION DOCUMENTS"),
AMCE intends to acquire substantially all of the assets, properties
and business (the "GCX BUSINESS AND ASSETS") of GCX and its
subsidiaries through (i) AMCE's acquisition of the New GCX Stock on
the effective date of the Plan (the "EFFECTIVE DATE"), (ii)
acquisition by a designated AMCE subsidiary of all of the stock of
General Cinema International, Inc., and (iii) acquisition by a
designated AMCE subsidiary of all or such portion of the stock of
reorganized GCC Investments, Inc. as is determined under the treatment
of GCX common stock holders as described in the Term Sheet.
(b) The Transaction Documents will provide that, at the Effective
Date, the consideration specified in the Term Sheet for the
acquisition of GCX by AMCE attached hereto as EXHIBIT I (the "TERM
Sheet") will be issued to or for the benefit of the claimants and
equity holders in the Chapter 11 Cases as provided in the Plan.
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(c) The Transaction Documents will provide that, at the Effective
Date, the lessee of each of the domestic theatre leases that is
assumed under the Plan shall be a single domestic operating
corporation named "General Cinema Theatres, Inc." ("REORGANIZED GCT")
that will be a wholly-owned subsidiary of Reorganized GCX, except (i)
as otherwise determined by AMCE in its sole discretion or (ii) to the
extent any such lease is assigned to Reorganized GCT, if the
counterparty to such a contract or lease objects to such assignment
and the Court does not approve such assignment (in which case the
lessee will be the existing GCX Debtor that is lessee under such
lease).
(d) The Transaction Documents will provide that, to the extent that
on the Effective Date GCX has insufficient cash to repay GCX's
debtor-in possession credit facility in full and to pay any unpaid
"Deduction Claims" (as defined in the Term Sheet), AMCE will fund the
shortfall. AMCE also will provide GCX, for presentation to the Court
at the Plan confirmation hearing, evidence to support a finding by the
Court that the working capital feasibility requirements for the Plan
under Section 1129(a)(11) of the Bankruptcy Code are met.
2. OTHER PROVISIONS.
The Agreement will contain usual and customary representations,
warranties, covenants and other agreements on behalf of GCX. In addition, AMCE's
obligation to consummate the Proposed Transaction will be subject to
satisfaction or waiver by AMCE of usual and customary conditions (in any event,
not to include due diligence) prior to the Effective Date, including:
(a) Confirmation of the Plan by the Court (which condition may not be
waived by AMCE);
(b) The confirmed Plan and the confirmation order therefor shall be
satisfactory to AMCE in form and substance, provided that the Plan
includes terms that are substantially the same as the terms set forth
in the Term Sheet;
(c) No material adverse change in the GCX Business and Assets between
August 1, 2001 and the Effective Date, except for such changes that
(i) are in the ordinary course of the operation of the GCX Business
and Assets (taking into account the seasonality of GCX's business and
the Chapter 11 reorganization), (ii) are contemplated by the Plan, or
(iii) occur as a result of the September 11, 2001 terrorist attacks,
general economic conditions in South America or currency fluctuations
with respect to South American countries;
(d) The Transaction Documents and other definitive documentation
shall be in form and substance reasonably satisfactory to AMCE;
(e) Each material executory contract and unexpired lease (which
includes all theatre leases) of any GCX Debtor not previously assumed,
rejected or deemed to have been rejected shall have been assumed,
rejected or assumed and assigned to a GCX or AMCE subsidiary
designated by AMCE, as determined by AMCE in its sole discretion,
except (i) as otherwise provided in the Term Sheet or (ii) if the
counterparty to such a contract or lease objects to any such
assignment and the Court does not approve such assignment. Each such
executory contract and unexpired lease shall have been assumed,
rejected or assumed and assigned, as the case may be, as designated by
AMCE, by a final Court order satisfactory to AMCE, which may be the
Court order confirming the Plan;
(f) Satisfaction of the JV Loan Purchase Condition described in the
Term Sheet; PROVIDED, that the JV Loan Purchase Condition shall be
deemed to be waived (unless otherwise agreed by GCX and AMCE) if the
SA Lenders (as defined in the Term Sheet) have not entered into a
binding agreement satisfactory to AMCE regarding satisfaction of
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the JV Loan Purchase Condition at least one day prior to the Court
hearing for the LOI Order (as defined below), and AMCE has not
terminated its obligations under this Letter as a result of the
absence of such agreement;
(g) Each of the lease amendments referenced in the table below shall
have become effective:
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PROPERTY STATUS OF AMENDMENT
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Irving Mall, Irving, Texas (Unit Fully executed, but not effective until Tenant assumes
984) the Lease; but if the Lease is not assumed on or before
December 31, 2001, the Amendment is null and void.
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▇▇▇▇▇▇ Creek, Austin, Texas (Unit Fully executed, but not effective until Tenant assumes
982) the Lease; but if the Lease is not assumed on or before
December 31, 2001, the Amendment is null and void.
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Philadelphia, Amendment is fully executed but not effective until
Pennsylvania (Unit 965) Tenant assumes Lease in bankruptcy.
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(h) The GCX Business and Assets at the Effective Date shall be
substantially the same as the GC Business and Assets reflected in
GCX's consolidated financial statements at July 31, 2001 (taking into
account the seasonality of GCX's business and the Chapter 11
reorganization), and GCX shall have operated the GCX Business and
Assets in the ordinary course (taking into account the seasonality of
GCX's business and the Chapter 11 reorganization) and paid ongoing
ordinary course liabilities (including estimated taxes and
assessments) consistent with past practices and GCX's Debtor in
Possession Financing Budget and Cash Flow Projection dated November 5,
2001, except for any agreed-upon changes contemplated by the
Transaction Documents or that are authorized by AMCE in accordance
with that certain Interim Operating Agreement entered into by AMCE and
GCX as of this date (the "IOA").
(i) Obtaining all necessary material consents or approvals of
governmental bodies, lenders, lessors or other third parties;
(j) There shall be no pending or threatened litigation challenging or
seeking to modify the Plan or any provision thereof, or that is likely
in AMCE's reasonable judgment to have a material adverse effect upon
the GC Business and Assets;
(k) GCX's representations and warranties in the Agreement shall be
true in all material respects; and
(l) Issuance of the New GCX Stock, filing of an Amended and Restated
Certificate of Incorporation for Reorganized GCX, adoption of Amended
and Restated Bylaws of GCX, consummation of the restructuring
contemplated by Section 1(c) above, delivery of certified copies of
the Confirmation Order and the docket in the Chapter 11 Cases
demonstrating that the Confirmation Order has become a final,
non-appealable order of the Court and such other documents of
conveyance, closing certificates and other documentation as AMCE may
reasonably request.
3. BINDING AGREEMENTS. Upon execution of counterparts of this Letter by
you, the following lettered paragraphs of this Section 3 will constitute the
legally binding and enforceable agreement of AMCE and GCX (in recognition of the
significant costs to be borne by AMCE and GCX in pursuing this transaction and
further in consideration of their mutual undertakings as to the matters
described herein).
(a) ACCESS. Subject to the terms set forth in paragraph (j) below
respecting confidentiality and certain other matters, GCX, on reasonable notice,
will afford AMCE's employees,
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auditors, legal counsel and other authorized representatives all reasonable
opportunity and access during normal business hours to inspect, investigate and
audit in a reasonable manner the GC Business and Assets and to meet with GCX
personnel before the Effective Date.
(b) CONSENTS. AMCE and GCX will cooperate with one another and
proceed, as promptly as is reasonably practicable, to seek to obtain all
necessary material consents and approvals from governmental bodies, lenders,
landlords and third parties necessary to consummate the Proposed Transaction,
and to endeavor to comply with all other legal or contractual requirements for
or preconditions to the execution and consummation of the Transaction Documents
and the Proposed Transaction. Without limiting the generality of the foregoing,
GCX and AMCE shall file premerger notification under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇
Antitrust Improvements Act of 1976, as amended (the "HSR FILING"), as soon as
reasonably practicable after execution of this Letter, but in any event
<#>within twenty (20) days following <*>prior to the earlier to occur of
(i) <*>five (5) days following Court approval of this Letter and the IOA, or
(ii) <#>GCX filing the Plan with the Court <*>January 28, 2002.
(c) DEFINITIVE AGREEMENT. AMCE and GCX will negotiate in good faith
to arrive at a mutually acceptable definitive Agreement for approval, execution,
and delivery on the earliest reasonably practicable date, but not later than
December 21, 2001, subject to extension as provided in paragraph (d) below.
<*>AMCE and GCX acknowledge that this date was extended to January 20, 2002 by
AMCE's extension letter dated December 21, 2001 given pursuant to paragraph
(d).
(d) BANKRUPTCY PROCESS. GCX shall file a motion seeking an order of
the Court approving the binding agreements contained in this Letter and the IOA
(the "LOI ORDER") within three (3) business days after execution thereof, which
motion shall be reasonably acceptable to AMCE in form and substance in the good
faith exercise of its discretion. The LOI Order shall specifically provide for
the Termination Payments provided for in paragraph (f)(ii) below and shall
otherwise be reasonably satisfactory to AMCE in the good faith exercise of its
discretion.
AMCE, GCX and the Committee of Unsecured Creditors in the Chapter 11
Cases (the "COMMITTEE") will cooperate in the preparation of the Plan, the
disclosure statement therefor (the "DISCLOSURE STATEMENT"), the forms of
ballots, solicitation procedures and Plan related procedures (collectively, the
"PLAN PROCEDURES") and will use commercially reasonable efforts (which shall not
be interpreted to require AMCE or GCX to pay any amount other its own attorneys'
fees) to obtain Court approval and confirmation of the Agreement, Plan,
Disclosure Statement and Plan Procedures and to implement the Plan in accordance
with the following schedule:
(i) The Court shall have entered the LOI Order, in form and substance
reasonably satisfactory to AMCE in the good faith exercise of its
discretion, on or before January 15, 2002.<*> AMCE and GCX
acknowledge that this date was extended to January 21, 2002 by
AMCE's extension letter dated January 11, 2002 given pursuant to
this paragraph (d).
(ii) The Plan, Disclosure Statement and Plan Procedures
shall have been filed with the Court on or before December 21,
2001. <*>AMCE and GCX acknowledge that this date was extended to
December 27, 2001 with respect to the Plan and Disclosure
Statement and to January 10, 2002 with respect to the Plan
Procedures by AMCE's extension letter dated December 21, 2001
given pursuant to this paragraph (d).
(iii) The SA Lenders (as defined in the Term Sheet) shall
have entered into a binding agreement satisfactory to AMCE
regarding satisfaction of the JV Loan Purchase Condition
described in the Term Sheet at least one day prior to the Court
hearing for the LOI Order.
(iv) A Court order approving the adequacy of the Disclosure
Statement shall have been entered on or before February 25, 2002.
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(v) The applicable waiting period for the HSR Filing shall
have expired or been terminated early, without the initiation of
any enforcement action and without the imposition of any
conditions on the Proposed Transaction by the Federal Trade
Commission or the Antitrust Division of the Department of
Justice, not less than five (5) days prior to the confirmation
hearing for the Plan.
(vi) A Court order confirming the Plan (the "CONFIRMATION ORDER")
shall have been entered on or before March 20, 2002.
(vii) The Confirmation Order shall have become a final, nonappealable
order on or before April 1, 2002.
If AMCE is not in breach of its obligations under this Letter, AMCE
may extend any of the dates set forth in any or all of clauses (i)-(vii) above,
inclusive, or paragraph (c) above, for a period of up to thirty days, by giving
written notice of such election to GCX and the Principal Claimants (as defined
below) on or before the applicable date being extended. If GCX is not in breach
of its obligations under this Letter, GCX and the Committee may jointly extend
any of the dates set forth in any or all of clauses (i)-(vii) above, inclusive,
or paragraph (c) above, for a period of up to thirty days, by giving written
notice of such election to AMCE and the Principal Claimants (as defined below)
on or before the applicable date being extended.
(e) EXCLUSIVITY. GCX acknowledges that AMCE has expended and will
continue to expend considerable time and money in developing the Proposed
Transaction, which it is not prepared to continue expending, however, except
upon the terms hereof, including the provisions of this paragraph (e).
(i) NONSOLICITATION. Neither GCX nor any of its respective
directors, employees, accountants or other agents and
representatives (collectively, "REPRESENTATIVES") shall, directly
or indirectly, solicit a competitive bid or proposal from a third
party to purchase all or any portion of the GCX Business and
Assets or the New GCX Stock, whether in a separate transaction or
as part of a plan of reorganization for GCX (a "THIRD PARTY
PLAN"), or engage in or continue any discussions or negotiations
with any party that has made or who may make such a competitive
bid for such New GCX Stock or the Assets.
(ii) UNSOLICITED PROPOSALS. Notwithstanding subparagraph
(i), GCX may consider an unsolicited Third Party Plan if and only
if the Court finds that (A) the Third Party Plan would provide
for a material increase in the aggregate value of the
consideration being paid for all of the GCX Business and Assets
compared to the Plan, (B) the Third Party Plan is fully-financed
and the third party is otherwise capable of performing its
obligations thereunder, and (C) GCX may consider the Third Party
Plan.
(iii) SUPPORT AGREEMENTS. GCX acknowledges that certain
claimants and parties in interest in the Chapter 11 Cases, to
wit: General Electric Capital Corporation, Harcourt General, Inc.
and the Committee (collectively, the "PRINCIPAL CLAIMANTS"), have
entered into support agreements with AMCE with respect to the
Plan (the "SUPPORT AGREEMENTS") that obligate the Principal
Claimants to support the Plan and prevent the Principal Claimants
from supporting a Third Party Plan, subject to the terms and
conditions of the Support Agreements.
(f) TERMINATION. GCX acknowledges that AMCE has expended and will
continue to expend considerable time and money in developing the Proposed
Transaction, which it is not prepared to continue expending, however, except
upon the terms hereof, including the provisions of this paragraph (f).
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(i) GROUNDS FOR TERMINATION. This Letter may be terminated
(A) by AMCE, at AMCE's sole discretion, promptly following the
passing of the applicable deadline upon written notice to GCX and
the Principal Claimants if, through no material fault of AMCE,
any event specified to occur as of a certain date in paragraphs
(c) or (d) above has not occurred as of such date, including any
extensions, or (B) by the non-breaching party due to material
breach of this Letter by the other party if the breaching party
does not cure such breach within thirty (30) days after written
notice from the non-breaching party. Upon any such termination,
any obligations under this Letter will terminate and no party
shall have any liability whatsoever to any other party; PROVIDED,
HOWEVER, that notwithstanding any such termination, GCX shall
remain liable for payment of the Termination Payments to the
extent required under the terms of subparagraph (ii) below. The
Termination Payments shall be the sole and exclusive remedy for
monetary damages upon the termination or breach of this Letter,
the IOA or the Agreement; PROVIDED, that nothing in this Letter
shall limit the availability of any equitable remedies, including
specific performance, available to AMCE upon GCX's breach of this
Letter, the IOA or the Agreement, unless AMCE in fact terminates
this Letter, the IOA, the Agreement and the Support Agreements
due to such breach and receives the Termination Payments provided
in the last sentence of paragraph (f)(ii) below.
(ii) TERMINATION PAYMENTS. AMCE will be entitled to the
payment from the GCX Debtors' estates of a termination fee of
$2.5 million (the "TERMINATION FEE") and reimbursement of
reasonable and documented out-of-pocket expenses incurred in
connection with AMCE's efforts to acquire the GCX Assets and
Business, the Term Sheet, the Support Agreements, the Plan and
the Proposed Transaction, including the reasonable fees and
expenses of AMCE's professionals (the "EXPENSE REIMBURSEMENT"),
such Expense Reimbursement not to exceed $750,000 (the
Termination Fee and the Expense Reimbursement being collectively
the "TERMINATION PAYMENTS"), if: (A) GCX seeks approval of, or
the Court approves, any agreement with a third party for the sale
of all or any part of the business or assets of GCX; (B) the Plan
is not confirmed because GCX seeks confirmation of, or the Court
confirms, a chapter 11 plan other than the Plan; (C) (1) AMCE
does not terminate this Letter pursuant to <*>Section 3(c) or
to clauses (i)-(iv) inclusive of Section 3(d), and (2) an
order of the Court confirming the Plan is not entered on or
before May 1, 2002 or does not become a final, nonappealable
order on or before May 15, 2002, or if the Effective Date does
not occur on or before June 1, 2002; or (D) AMCE terminates this
Letter under subparagraph (i) above (other than pursuant to
<*>Section 3(c) or to clauses (i)-(iv) inclusive of Section
3(d)); in each case other than due to AMCE's breach of its
obligations under this Letter, the Agreement or the Support
Agreements. Notwithstanding anything in this Letter to the
contrary, AMCE shall not be entitled to (and shall promptly
return the Termination Payments if previously received by AMCE)
if the Plan is consummated. Furthermore, notwithstanding anything
in this Letter to the contrary, if the event giving rise to the
Termination Payments is a result of GCX's intentional and
material breach of this Letter, the IOA or the Agreement, <#>the
Termination Fee shall be $5 million instead of $2.5 million and
<*>then (x) AMCE shall be entitled to recover from the GCX
Debtors' estates the amount by which AMCE's damages arising from
such breach (excluding from the calculation of such damages any
amounts included in the Expense Reimbursement) exceed the
Termination Fee, provided that the additional amount payable to
AMCE pursuant to this clause (x) shall not exceed an additional
$2.5 million; and (y) the Expense Reimbursement shall not be
limited to $750,000<#>, such additional amounts representing the
parties reasonable
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and good faith estimate of the liquidated damages accruing to
AMCE as the result of such a breach by GCX.
(iii) STATUS AND PAYMENT OF TERMINATION PAYMENTS. The
obligation of the GCX Debtors to pay the Termination Payments
shall constitute an allowed administrative claim against <*>each
of the GCX <*>Debtors under sections 503 and 507(a) of
the Bankruptcy Code. The GCX Debtors shall pay the Termination
Payments within three (3) business days of the occurrence of an
event described in subparagraph (ii) above.
(g) COSTS. Except as otherwise provided in paragraph (f)(ii), AMCE
and GCX will each be solely responsible for and bear all of its own respective
expenses, including expenses of legal counsel, accountants and other advisers,
incurred at any time in connection with pursuing or consummating the Proposed
Transaction.
(h) MISCELLANEOUS. The terms set forth in this Letter are a part of a
comprehensive agreement, each element of which is an integral aspect of the
Proposed Transaction and, as such, are non-severable. Headings are for reference
only and do not constitute part of this Letter. The words "includes" and
"including" shall not be words of limitation and shall be read to also add
"without limitation." This Letter shall be governed by and construed in
accordance with the internal laws of the State of New York and any applicable
provision of the Bankruptcy Code, without regard to the principles of conflict
of laws that would provide for application of another law. Each of the parties
acknowledges and agrees that no failure or delay in exercising any right, power
or privilege hereunder will operate as a waiver thereof, nor will any single or
partial exercise thereof preclude any other right, power or privilege hereunder.
This Letter may be executed in counterparts, each of which when taken together
shall constitute an original of this Letter. It is understood that this Letter
does not contain all matters upon which agreement must be reached in order for
the Proposed Transaction to be consummated; HOWEVER, the provisions of Section 3
of this Letter, are acknowledged and agreed to be fully binding on the parties
hereto.
(i) PUBLIC DISCLOSURE. AMCE and GCX may provide copies of this Letter
and attachments to parties in interest in the Chapter 11 Cases and as otherwise
necessary in connection with the Chapter 11 Cases. AMCE and GCX also shall be
entitled to file copies of this Letter with the Court, the Securities and
Exchange Commission, the HSR Filing and any exchange upon which AMCE's or GCX's
securities are traded, and as otherwise required by law. Subject to the
foregoing, neither AMCE nor GCX shall make any public release of information
regarding the matters contemplated herein except (i) that simultaneous press
releases in the form approved by AMCE and GCX in writing by fax or by E-mail
shall be issued by each of AMCE and GCX as promptly as is practicable after the
execution of this Letter and at such other times as may be set forth in the
Agreement, (ii) AMCE may issue one or more press releases to the effect that it
has entered into support agreements with other creditors of the GCX Debtors,
after consultation with GCX, and (iii) that AMCE and GCX may each continue such
communications with employees, customers, suppliers, franchisees, lenders,
lessors, shareholders, and other particular groups as may be legally required or
necessary or appropriate and not inconsistent with the best interests of the
other party or the prompt consummation of the transactions contemplated by this
Letter, and (iii) as required by law, the Court, with the Securities and
Exchange Commission, the HSR Filing and any exchange upon which AMCE's or GCX's
securities are traded.
(j) CONFIDENTIALITY. AMCE agrees that, except as provided in this
Letter, that certain letter agreement respecting confidentiality and
nondisclosure dated June 29, 2001 between GCX and AMCE shall remain in effect.
The provisions of this paragraph (j) shall survive the termination of this
Letter.
(k) OTHER PLAN PROVISIONS. The Plan shall contain customary release
provisions with respect to directors, officers and employees of the GCX Debtors,
preserve any pre-petition claims of directors, officers and employees of the GCX
Debtors to the extent of coverage therefor under GCX's existing Directors and
Officers Insurance Policy ("D&O POLICY") and preserve the rights of the current
GCX directors and officers consistent with the GCX bylaws against reorganized
GCX with respect to
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advancement of legal fees and expenses up to an aggregate maximum of $250,000
for all individuals, claims and occurrences (subject to replenishment by any
reimbursement received by reorganized GCX from any source). In addition, AMCE
will fund the procurement of "tail" coverage under the D&O Policy, up to a
maximum premium cost of $350,000, which amount will not be an Deduction Claim
within the meaning of the Term Sheet.
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We look forward to working with you on the Proposed Transaction.
Very truly yours,
AMC ENTERTAINMENT INC.
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman, Chief Executive Officer
and President
ACKNOWLEDGED AND AGREED TO:
GC COMPANIES, INC.
By:
G. ▇▇▇▇ ▇▇▇▇▇▇▇
President and Chief Operating Officer
SIGNATURE PAGE TO
LETTER OF INTENT
CONSENT OF PRINCIPAL CLAIMANTS
The undersigned Principal Claimants in the Chapter 11 Cases hereby consent to
this
Letter of Intent and acknowledge that it constitutes a "Qualified
Letter of
Intent" within the meaning of the Support Agreements.
THE COMMITTEE OF UNSECURED CREDITORS
IN THE CHAPTER 11 CASES OF THE GCX DEBTORS
By:
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Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Name:
Title:
HARCOURT GENERAL, INC.
By:
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Name:
Title:
SIGNATURE PAGE TO
LETTER OF INTENT