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Document Preview Consent and Release |
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Title: |
Consent and Release |
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Entities: |
AMC Entertainment Inc.; Citicorp North America, Inc.; Loews Ridgefield Park Cinemas, Inc. |
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Date: |
2006 |
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Size: |
16KB total |
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Price: |
$38 |
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ID: |
#2131622 |
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CONSENT AND RELEASE
CONSENT AND RELEASE, dated as of April 17, 2006 (this ?Consent?), by and between AMC Entertainment Inc., a Delaware corporation (the ?Company?), and Citicorp North America, Inc., as administrative agent (in such capacity, the ?Administrative Agent?).
W I T N E S S E T H:
WHEREAS, the Company and the Administrative Agent are parties to that certain Credit Agreement, dated as of January 26, 2006 (as amended, restated, modified or otherwise supplemented, the ?Credit Agreement?), among the Company, Grupo Cinemex, S.A. de C.V., a corporation organized under the laws of Mexico, Cadena Mexicana de Exhibition, S.A. de C.V., a corporation organized under the laws of Mexico, the Lenders and Issuers party thereto, the Administrative Agent and Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, as Mexican Facility Agent; and
WHEREAS, the Company has requested that the Lenders and the Administrative Agent consent to the release of Magic Johnson Theatres Limited Partnership (?Magic Johnson Theatres?) from its obligations as a Guarantor under the Guaranty and as a Grantor under and as defined in the Pledge and Security Agreement;
NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
2. Release. Effective as of the Effective Date (as defined below) and subject to the terms and conditions set forth herein:
(a) Magic Johnson Theatres shall be released as a Guarantor under the Guaranty and shall have no further obligations and liabilities thereunder;
(b) Magic Johnson Theatres shall be released as a Grantor under the Pledge and Security Agreement and shall have no further obligations and liabilities thereunder; and
(c) Magic Johnson Theatres shall cease to be a Loan Party under the Loan Documents.
3. Conditions to Effectiveness of this Consent. This Consent shall become effective as of the date the following conditions precedent have been satisfied (the ?Effective Date?):
(a) the Administrative Agent shall have received (i) this Consent, duly executed and delivered by the Company, (ii) the Affirmation of Guarantors, in the form attached hereto as Annex A, duly executed and delivered by each of the Guarantors (other than Magic Johnson Theatres), and (iii) Lender Consents, in the form attached hereto as Annex B (the ?Lender Consents?), duly executed by the Lenders constituting the Requisite Lenders;
(b) the Administrative Agent shall have received an officer?s certificate from the Company, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that Magic Johnson Theatres is not a material Guarantor, (ii) that after giving effect to this Consent, Magic Johnson Theatres has not guaranteed the Indebtedness of any Loan Party and (iii) as to the matters specified in clauses (d) and (e) below;
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