Exhibit 4.2
[EXECUTION COPY]
SECOND AMENDMENT
THIS SECOND AMENDMENT, dated as of January 16, 1998
(this "Amendment"), is among AMC ENTERTAINMENT INC. (the
"Borrower") and the Lenders (as defined below) signatures
hereto.
W I T N E S S E T H
WHEREAS, the Borrower, certain financial institutions
from time to time parties thereto (the "Lenders"), The Bank
of Nova Scotia (the "Administrative Agent") and Bank of
America National Trust and Savings Association (the
"Documentation Agent") are parties to the Amended and
Restated Credit Agreement, dated as of April 10, 1997 (as
amended or otherwise modified through the date hereof, the
"Existing Credit Agreement");
WHEREAS, the Borrower has requested that the Lenders
amend the Existing Credit Agreement as set forth below; and
WHEREAS, the Lenders have agreed, subject to the terms
and conditions hereinafter set forth, to amend the Existing
Credit Agreement in certain respects and as provided below
(the Existing Credit Agreement, as so amended or otherwise
modified by this Amendment, being referred to as the "Credit
Agreement");
NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged), the parties
hereto agree as follows.
PART I.
AMENDMENTS TO THE EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the
Second Amendment Effective Date (as defined in Subpart 3.1),
the Existing Credit Agreement is hereby amended in accordance
with this Part; except as so amended or otherwise modified by
the consents granted below, the Existing Credit Agreement and
the Loan Documents shall continue in full force and effect in
accordance with their terms.
SUBPART 1.1Amendment to Section 1.1 of the
Existing Credit Agreement. The proviso contained in clause
(y) (iv) of the definition of "Cash Flow Coverage Ratio" is
hereby amended in its entity to read as follows:
"(provided, that there shall be excluded from this
clause (iv) (A) all amounts paid by AMC
Philadelphia or AMC to H. ▇▇▇▇▇▇ ▇▇▇▇▇ or his
estate ("▇▇▇▇▇") to repurchase all of the shares
held by ▇▇▇▇▇ in AMC Philadelphia in any optional
repurchase of such share by AMC Philadelphia or
AMC, but only to the extent that the purchase price
paid by AMC Philadelphia or AMC therefor is not
greater than the purchase price that AMC
Philadelphia would be obligated to pay in the event
of the exercise by ▇▇▇▇▇ of his right to require
AMC Philadelphia to repurchase such stock pursuant
to Section 5 of the Stockholders' Agreement dated
December 30, 1986 among AMC, AMC Philadelphia and
▇▇▇▇▇, assuming such mandatory repurchase occurred
at the same time as such optional repurchase and
(B) if expended on or prior to December 31, 1998,
up to $71,000,000 in aggregate amount applied by
the Borrower to redeem up to 2,720,700 shares of
the Borrower's Preferred Stock that were issued and
outstanding on January 9, 1997)"
PART II.
REPRESENTATIONS
SUBPART 2.1 Representations and Warranties. in
order to induce the Lenders to execute and deliver this
Amendment, the Borrower represents and warrants to the Agents
and the Lenders that:
(a)both before and after giving effect to this
Amendment, the representations and warranties made in Article
VII of the Existing Credit Agreement are true and correct on
and as of the Second Amendment Effective Date with the same
effect as if made on and as of the Second Amendment Effective
Date;
(b)both before and after giving effect to this
Amendment, no Default has occurred and is continuing or will
result from the execution and delivery of this Amendment;
(c)the execution and delivery by the Borrower of
this Amendment and the performance by the Borrower of its
obligations under the Credit Agreement (i) are within the
corporate powers of the Borrower, (ii) have been duly
authorized by all necessary corporate action, (iii) have
received all necessary governmental approval and (iv) do not
and will not contravene or conflict with any provision of law
or of any Organic Document of the Borrower or any Subsidiary
or of any material Contractual Obligation or court decree or
order which is binding upon the Borrower or any Subsidiary;
and
(d)the Credit Agreement is the legal, valid and
binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy,
insolvency, or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles
relating to enforceability.
PART III.
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1.Effectiveness. This Amendment shall
become effective on such date (the "Second Amendment
Effective Date") when the Administrative Agent shall have
received a counterpart of this Amendment executed by the
Borrower and the Required Lenders (or, in the case of any
party other than the Borrower from which the Administrative
Agent has not received a counterpart hereof, facsimile
confirmation of the execution of a counterpart hereof by such
party) and (b) each of the following documents, each in form
and substance satisfactory to the Administrative Agent.
SUBPART 3.2. Confirmation. A confirmation
executed by each Significant Subsidiary, substantially in the
form of Exhibit A hereto.
SUBPART 3.3.Other Documents. Such other
documents as any Agent or any Lender may reasonably request
in connection with the Borrower's authorization, execution
and delivery of this Amendment.
PART IV.
MISCELLANEOUS
SUBPART 4.1.Continuing Effectiveness, etc. As
amended hereby, the Credit Agreement shall remain in full
force and effect and is hereby ratified and confirmed in all
respects. After the Second Amendment Effective Date, all
references in the Credit Agreement, the Notes, each other
Loan Document and any similar document to the "Credit
Agreement" or similar terms shall refer to the Existing
Credit Agreement, after giving effect to the amendments set
forth above.
SUBPART 4.2.Counterparts. This Amendment may be
executed in any number of counterparts and by the different
parties on separate counterparts, and each such counterpart
shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
SUBPART 4.3.Expenses. The Borrower agrees to
pay the reasonable costs and expenses of the Administrative
Agent (including reasonable attorney's fees and
disbursements) in connection with the preparation, execution
and delivery of this Amendment.
SUBPART 4.4.Governing Law. THIS AMENDMENT SHALL
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK.
SUBPART 4.5.Successors and Assigns. This
Amendment shall be binding upon the Borrower, the Lenders and
the Agents and their respective successors and assigns, and
shall inure to the benefit of the Borrower, the Lenders and
the Agents and the successors and assigns of the Lenders and
the Agents.
EXHIBIT A
CONFIRMATION
Dated as of January 16, ▇▇▇▇
▇▇:▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, as Administrative Agent, and
the other financial institutions party to the Existing
Credit Agreement referred to below
Please refer to: (a) the Amended and Restated Credit
Agreement, dated as of April 10, 1997 (as amended or
otherwise modified to the date hereof, the "Existing Credit
Agreement"), among AMC Entertainment Inc. (the "Borrower"),
the Lenders from time to time parties thereto, The Bank of
Nova Scotia, as Administrative Agent and Bank of America
National Trust and Savings Association, as the Documentation
Agent; (b) the Second Amendment, dated as of January 16,
1998, (the "Second Amendment") to the Existing Credit
Agreement; and (c) the Significant Subsidiary Guaranty (the
"Guaranty").
Each of the undersigned hereby confirms to the
Administrative Agent and the Lenders that, after giving
effect to the Second Amendment and the transactions
contemplated thereby, the Guaranty and each other Loan
Document (as defined in the Credit Agreement) to which such
undersigned is a party continues in full force and effect and
is the legal, valid and binding obligation of such
undersigned, enforceable against the undersigned in
accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors' rights generally or
by equitable principles relating to enforceability.
AMERICAN MULTI-CINEMA, INC.
By_____________________________________
Title: Executive Vice President and
Chief Financial Officer
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective
authorized officers as of the day and year first above
written.
AMC ENTERTAINMENT INC.
By__________________________________
Title:
THE BANK OF NOVA SCOTIA, as Administrative Agent and a Lender
By__________________________________
Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
Documentation Agent and a Lender
By__________________________________
Title:
THE BANK OF NEW YORK
By__________________________________
Title:
THE MITSUBISHI TRUST AND BANKING CORPORATION
By__________________________________
Title:
ITEM 4. Section 7.13. Existing Subsidiaries and Significant
Subsidiaries
Jurisdiction of Percentage
Name of SubsidiaryIncorporation or Formation
Owned
SUBSIDIARIES OF AMC ENTERTAINMENT INC.
*American Multi-Cinema, Inc. Missouri 100%
National Cinema Network, Inc. Missouri 100%
AMC Entertainment
International, Inc. Delaware 100%
SUBSIDIARIES OF AMERICAN MULTI-CINEMA, INC.
AMC Realty, Inc. Delaware 100%
SUBSIDIARIES OF AMC REALTY, INC.
Centertainment, Inc. Delaware 100%
SUBSIDIARIES OF AMC ENTERTAINMENT INTERNATIONAL, INC.
AMC Europe S.A. France 99%**
AMC de Mexico, S.A. de C.V. Mexico 98%***
AMC Entertainment
International Limited United Kingdom 99%****
SUBSIDIARIES OF AMC ENTERTAINMENT INTERNATIONAL LIMITED
AMC Entertainment Espana S.A. Spain 100%
Actividades Multi-Cinemas E
Espectaculos, LDA
Portugal 95%*****
*Significant Subsidiary
**Remaining 1% is owned by directors of AMC Europe S.A.
***Remaining 2% is owned by American Multi-Cinema, Inc.
****Remaining 1% is owned by AMC Entertainment Inc.
*****Remaining 5% is owned by AMC Entertainment
International, Inc.