Exhibit 4.3
FOURTH SUPPLEMENTAL
INDENTURE
This Supplemental Indenture, dated
as of June 9, 2009, (this “ Supplemental
Indenture ”), among AMC Entertainment, Inc.
(together with its successors and assigns, the “
Company ”), each Guarantor under the Indenture
referred to below and set forth on the signature pages hereto
(which represent all of the currently existing Guarantors), and
HSBC Bank USA, National Association, as Trustee (the “
Trustee ”) under the Indenture referred to
below.
WITNESSETH
WHEREAS, the Company and the Trustee
have heretofore executed and delivered an Indenture, dated as of
August 18, 2004 (the “ Base Indenture ”),
as supplemented by (i) the First Supplemental Indenture, dated
as of December 23, 2004 (the “ First Supplemental
Indenture ”), among the Company, the Guarantors named
therein and the Trustee; (ii) the Second Supplemental
Indenture, dated as of January 26, 2006 (the “ Second
Supplemental Indenture ), among the Company, the Guarantors
named therein and the Trustee; and (iii) the Third
Supplemental Indenture, dated as of April 20, 2006 (the
“ Third Supplemental Indenture ” and, together
with the Base Indenture, the First Supplemental Indenture and the
Second Supplemental Indenture, the “ Indenture
”), among the Company, the Guarantors named therein and the
Trustee, providing for the issuance of 8 5 /
8 % Senior Notes due 2012 of the Company (the
“ Securities ”);
WHEREAS, this Supplemental Indenture
is being executed pursuant to the Company’s Offer to Purchase
and Consent Solicitation Statement, dated May 26, 2009 (the
“ Statement ”), and the related Letter of
Transmittal and Consent;
WHEREAS, Section 9.02 of the
Indenture provides that the Company and the Trustee may amend the
Indenture “with the written consent of the Holders of at
least a majority in aggregate principal amount of the Securities
then outstanding (including consents obtained in connection with a
tender offer or exchange offer for the Securities)”, subject
to certain exceptions specified in Section 9.02 of the
Indenture;
WHEREAS, the parties hereto are
entering into this Supplemental Indenture to (i) eliminate
certain definitions and references to definitions contained in
Sections 1.01 and 1.02, respectively, of the Indenture;
(ii) amend Section 3.03 of the Indenture to reduce the
required number of days in advance of a redemption date by which
notice of a redemption is required to be given by the Company to
the Holders; (iii) eliminate certain restrictive covenants
contained in Article 4 of the Indenture; (iv) eliminate
certain conditions to mergers, consolidations and sales of assets
contained in Section 5.01 of the Indenture; (v) eliminate
certain Events of Default contained in Section 6.01 of the
Indenture; and (vi) eliminate all references in the Indenture
or the Securities to sections to be eliminated in accordance with
the preceding clauses (i), (ii), (iii), (iv) and
(v) (collectively, the “ Amendments
”);
WHEREAS, the Amendments described in
the preceding paragraph require the written consent of the Holders
of at least a majority in aggregate principal amount of the
Securities outstanding;
WHEREAS, the execution and delivery
of this Supplemental Indenture and the adoption of the Amendments
by the Company and the Trustee have been authorized by the written
consent of the Holders of a majority in aggregate principal amount
of the Securities outstanding as of the date hereof; and
WHEREAS, the execution and delivery
of this Supplemental Indenture by the Company and the Guarantors
have been authorized by a resolution of their respective Board of
Directors, and all acts, conditions and requirements necessary to
make this Supplemental Indenture a valid and binding agreement in
accordance with its terms and for the purposes herein set forth
have been done and taken, and the execution and delivery of this
Supplemental Indenture have been in all respects duly
authorized;
NOW, THEREFORE, in consideration of
the above premises, each party hereto agrees, for the benefit of
the other party and for the equal and ratable benefit of the
Holders of the Securities, as follows:
SECTION 1.
Definitions
.
(a)
As used in this Supplemental
Indenture, terms defined in the Indenture or in the preamble or
recital hereto are used herein as therein defined. The words
“herein,” “hereof” and “hereby”
and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.
(b)
The definitions of all terms defined
in Section 1.01, and the references to other definitions set
forth in Section 1.02, of the Indenture that appear only in
Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11,
4.14. 4.16, 4.17, 5.01(b), 5.01(c), 5.01(d), 6.01(d), 6.01(e),
6.01(f), or 6.01(g) of the Indenture are he
