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.
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