Exhibit 4.1(d)
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;
(c)
the Administrative Agent shall have
received all fees and accrued expenses of the Administrative Agent
required to be paid by the Company, including without limitation,
the reasonable fees and disbursements and other charges of counsel
to the Administrative Agent;
(d)
each of the representations and
warranties made by any Loan Party in or pursuant to the Loan
Documents shall be true and correct in all material respects on and
as of the date hereof, as if made on and as of such date, except to
the extent such representations and warranties expressly relate to
an earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such
earlier date; and
(e)
no Default or Event of Default shall
have occurred and be continuing on the date hereof.
4.
Representations and
Warranties . The Company
hereby represents and warrants to the Administrative Agent and the
Lenders, on and as of the date hereof, that:
(a)
(i) The Company has taken all
necessary action to authorize the execution, delivery and
performance of this Consent, (ii) this Consent has been duly
executed and delivered by the Company and (iii) this Consent
is the legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general
equitable principles.
(b)
Each of the representations and
warranties made by any Loan Party in or pursuant to the Loan
Documents is true and correct in all material respects on and as of
the date hereof, as if made on and as of such date, except to the
extent such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties are
true and correct in all material respects as of such earlier
date.
(c)
No Default or Event of Default has
occurred and is continuing as of the date hereof.
5.
Continuing Effect
. Except as expressly set forth in
this Consent, all of the terms and provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full
force and effect and the Company and the other Loan Parties shall
continue to be bound by all of such terms and provisions. This
Consent is limited as specified herein and shall not constitute an
amendment or waiver of, or an indication of the Administrative
Agent’s or the Lenders’ willingness to amend or waive,
any other provisions of the Credit Agreement or the other Loan
Documents for any other date or purpose.
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6.
Expenses . The Company agrees to pay and reimburse the
Administrative Agent for all its reasonable costs and expenses
incurred in connection with the negotiation, preparation, execution
and delivery of this Consent, and all other documents
prep
