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AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of
August 30, 2000 by and among AMC Entertainment Inc., a corporation duly
organized and existing under the laws of the State of Delaware and having
its principal office at 106 West 14th Street, Kansas City, Missouri 64105
(the "Company"), The Bank of New York, a banking corporation duly organized
and existing under the laws of the State of New York and having its
principal corporate trust office at 101 Barclay Street 21W, New York, New
York 10286 (the "Resigning Trustee") and HSBC Bank USA a banking
corporation and trust company duly organized and existing under the laws of
the State of New York and having its principal corporate trust office at
140 Broadway, New York, New York 10005-1180 (the "Successor Trustee").
RECITALS:
WHEREAS, there is currently authorized and issued $225,000,000
aggregate principal amount of the Company's 9 1/2 % Senior Subordinated
Notes due 2011 under an Indenture, dated as of January 27, 1999, by and
between the Company and the Resigning Trustee (said Notes are hereinafter
referred to as "Securities" and said Indenture is hereinafter referred to
as the "Indenture");
WHEREAS, Section 7.08 of the Indenture provides that the Trustee may
at any time resign by giving written notice of such resignation to the
Company, which resignation shall become effective upon the acceptance by a
successor Trustee of its appointment as a successor Trustee;
WHEREAS, Section 7.08 of the Indenture provides that, if the Trustee
shall resign, the Company shall promptly appoint a successor Trustee;
WHEREAS, Section 7.08 of the Indenture provides that any successor
Trustee appointed in accordance with the Indenture shall execute,
acknowledge and deliver to the Company and the retiring Trustee an
instrument accepting such appointment under the Indenture, and thereupon
the resignation of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall
become vested with all rights, powers, trusts and duties of the predecessor
Trustee from the effective date forward;
WHEREAS, Section 7.08 of the Indenture provides that the retiring
Trustee shall upon receipt of the successor Trustee's acceptance of
appointment promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.07 of the
Indenture, and execute and deliver an instrument transferring to such
successor Trustee all the rights, powers, duties and obligations of the
retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
under the Indenture;
WHEREAS, pursuant to Section 2.04 of the Indenture, Resigning Trustee
was appointed Security Registrar and Paying Agent with respect to all the
Securities authenticated and delivered under the Indenture;
WHEREAS, the Company desires to appoint Successor Trustee as Trustee,
Paying Agent and Security Registrar with respect to all the Securities
heretofore and hereafter authenticated and delivered under the Indenture to
succeed Resigning Trustee under the Indenture; and
WHEREAS, Successor Trustee is willing to accept such appointment as
Trustee, Paying Agent and Security Registrar under the Indenture;
NOW, THEREFORE, the Company, Resigning Trustee and Successor Trustee,
for and in consideration of the premises and of other good valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, hereby consent and agree as follows:
ARTICLE I
THE RESIGNING TRUSTEE
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SECTION 1.1. Pursuant to Section 7.08 of the Indenture, Resigning
Trustee hereby notifies the Company that Resigning Trustee is hereby
resigning as Trustee under the Indenture.
SECTION 1.2. Resigning Trustee hereby represents and warrants to
Successor Trustee that:
(a) No covenant or condition contained in the Indenture has been
waived by Resigning Trustee or, to the best of the knowledge of the
Responsible Officers of Resigning Trustee's Corporate Trust and Agency
Group, by the Holders of the percentage in aggregate principal amount
of the Securities required by the Indenture to effect any such waiver.
(b) There is no action, suit or proceeding pending or, to the best of
the knowledge of the Responsible Officers assigned to Resigning
Trustee's Corporate Trust and Agency Group, threatened against
Resigning Trustee before any court or any governmental authority
arising out of any action or omission by Resigning Trustee as Trustee,
Paying Agent or Security Registrar under the Indenture.
(c) As of the effective date of this Agreement, Resigning Trustee
will hold no property under the Indenture.
(d) Pursuant to Section 2.03 of the Indenture, Resigning Trustee duly
authenticated and delivered, on various dates, $225,000,000 aggregate
principal amount of Securities which are outstanding as of the
effective date hereof.
(e) Each person who so authenticated the Securities was duly elected,
qualified and acting as an officer of Resigning Trustee and empowered
to authenticate the Securities at the respective times of such
authentication and the signature of such person or persons appearing
on such Securities is each such person's genuine signature.
(f) This Agreement has been duly authorized, executed and delivered
on behalf of Resigning Trustee and constitutes its legal, valid and
binding obligation.
(g) To the best of the knowledge of the Responsible Officers of the
Resigning Trustee's Corporate Trust and Agency Group, no event has
occurred and is continuing which is, or after notice or lapse of time
would become, an Event of Default under Section 6.01 of the
Indenture.
SECTION 1.3. Resigning Trustee hereby assigns, transfers, delivers
and confirms to Successor Trustee all right, title and interest of
Resigning Trustee in and to the trust under the Indenture, all the rights,
powers, trusts and duties of the Trustee under the Indenture and all
property and money held by such Resigning Trustee under the Indenture.
Resigning Trustee shall execute and deliver such further instruments and
shall do such other things as Successor Trustee may reasonably require so
as to more fully and certainly vest and confirm in Successor Trustee all
the rights, trusts and powers hereby assigned, transferred, delivered and
confirmed to Successor Trustee as Trustee, Paying Agent and Security
Registrar.
SECTION 1.4. Resigning Trustee shall deliver to Successor Trustee, as
of or immediately after the effective date hereof, all of the documents
listed on Exhibit A hereto.
ARTICLE II
THE COMPANY
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SECTION 2.1. The Company hereby accepts the resignation of Resigning
Trustee as Trustee, Paying Agent and Security Registrar under the Indenture
with respect to all Securities heretofore or hereafter authenticated and
delivered pursuant thereto.
SECTION 2.2. The Company hereby appoints Successor Trustee as
Trustee, Paying Agent and Security Registrar under the Indenture with
respect to all Securities heretofore authenticated and delivered pursuant
thereto, to succeed to, and hereby vests Successor Trustee with, all the
rights, powers, trusts and duties of Resigning Trustee under the Indenture
as Trustee, Paying Agent and Security Registrar from the effective date of
its appointment forward.
SECTION 2.3. Attached as Exhibit B is a Certification of the
Secretary or Assistant Secretary of the Company certifying as to the
resolutions adopted by the Board of Directors of the Company relating to
this Agreement and which are in full force and effect on the date hereof.
SECTION 2.4. The Company hereby represents and warrants to Resigning
Trustee and Successor Trustee that:
(a) The Company is a corporation duly and validly organized and
existing pursuant to the laws of the State of Delaware.
(b) The Indenture was validly and lawfully executed and delivered by
the Company; the Indenture has not been amended or modified and
is in full force and effect, and the Securities are validly
issued securities of the Company.
(c) The Company has performed or fulfilled prior to the date hereof,
and will continue to perform and fulfill after the date hereof,
each covenant, agreement, condition, obligation and
responsibility under the Indenture.
(d) No event has occurred and is continuing which is, or after notice
or lapse of time would become, an Event of Default under Section
6.01 of the Indenture.
(e) No covenant or condition contained in the Indenture has been
waived by Company or, to the best of Company's knowledge, by
Holders of the percentage in aggregate principal amount of the
Securities required to effect any such waiver.
(f) There is no action, suit or proceeding pending or, to the best of
Company's knowledge, threatened against the Company before any
court or any governmental authority arising out of any action or
omission by the Company under the Indenture.
(g) This Agreement has been duly authorized, executed and delivered
on behalf of Company and constitutes its legal, valid and binding
obligation.
(h) All conditions precedent relating to the appointment of HSBC Bank
USA, as Successor Trustee, Paying Agent and Security Registrar
under the Indenture have been complied with by the Company.
ARTICLE III
THE SUCCESSOR TRUSTEE
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SECTION 3.1. Successor Trustee hereby represents and warrants to
Resigning Trustee and to the Company that:
(a) Successor Trustee is qualified and eligible under the provisions
of Article Seven of the Indenture and under the Trust Indenture
Act to act as Trustee under the Indenture. In making this
representation and warranty, the Successor Trustee is relying
upon the representations and warranties of both the Resigning
Trustee and the Company regarding the Indenture.
(b) This Agreement has been duly authorized, executed and delivered
on behalf of Successor Trustee and constitutes its legal, valid
and binding obligation.
SECTION 3.2.
(a) Successor Trustee hereby accepts its appointment as successor
Trustee, Paying Agent and Security Registrar under the Indenture with
respect to all Securities heretofore or hereafter authenticated and
delivered pursuant thereto and all property and money held or to be held
under the Indenture and accepts the rights, powers, trusts, duties and
obligations of Resigning Trustee as Trustee, Paying Agent and Security
Registrar, under the Indenture with respect to all Securities heretofore or
hereafter authenticated and delivered pursuant thereto and all property and
money held or to be held under the Indenture, upon the terms and conditions
set forth therein, as Trustee, Paying Agent and Security Registrar under
the Indenture from the effective date of its appointment forward.
(b) Within a reasonable time after the effective date of this
Agreement, the successor Trustee shall cause a notice, substantially
in the form of Exhibit C annexed hereto, to be sent to each Holder of
the Securities in accordance with the provisions of Section 7.08 of
the Indenture.
SECTION 3.3. References in the Indenture to "Corporate Trust Office"
or other similar terms shall be deemed to refer to the Corporate Trust
Office of Successor Trustee at 140 Broadway, New York, New York 10005-1180
or any other office of Successor Trustee at which, at any particular time,
its corporate trust business shall be administered.
ARTICLE IV
MISCELLANEOUS
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SECTION 4.1. Capitalized terms not otherwise defined herein shall
have the respective meanings assigned to them in the Indenture.
SECTION 4.2. This Agreement and the resignation, appointment and
acceptance effected hereby shall be effective as of the close of business
on the date first set forth herein above.
SECTION 4.3. Resigning Trustee hereby acknowledges payment or
provision for payment in full by the Company of compensation for all
services rendered by Resigning Trustee under Section 7.07 of the Indenture
and reimbursement in full by the Company of the expenses, disbursements and
advances incurred or made by Resigning Trustee in accordance with the
provisions of the Indenture. Resigning Trustee acknowledges that it
relinquishes any lien it may have upon all property or funds held or
collected by it to secure any amounts due it pursuant to the provisions of
Section 7.07 of the Indenture. The Company acknowledges its obligation set
forth in Section 7.07 of the Indenture to indemnify Resigning Trustee for,
and to hold Resigning Trustee harmless against, any loss, liability and
expense incurred without negligence or bad faith or willful misconduct on
the part of the Resigning Trustee and arising out of or in connection with
the acceptance or administration of the trust evidenced by the Indenture
prior to the date hereof (which obligation shall survive the execution
hereof).
SECTION 4.4. This Agreement shall be governed by and construed in
accordance with the laws of the jurisdiction which governs the Indenture.
SECTION 4.5. This Agreement may be executed in any number of
counterparts each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument.
SECTION 4.6. The Company, Resigning Trustee and Successor Trustee
hereby acknowledge receipt of an executed and acknowledged counterpart of
this Agreement and the effectiveness thereof.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement of
Resignation, Appointment and Acceptance to be duly executed and
acknowledged and their respective seals to be affixed thereunto and duly
attested all as of the day and year first above written.
Company:
AMC Entertainment Inc.
By: /s/ James V. Beynon____________
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Name: James V. Beynon
Title: Sr. V. P. & Treasurer
Resigning Trustee:
The Bank of New York
By: /s/ Irene Siegel________________
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Name: Irene Siegel
Title: Vice President
Successor Trustee:
HSBC Bank USA
By: /s/ Robert A. Conrad___________
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Name: Robert A. Conrad
Title: Vice President
