Agreement of Resignation, Appointment and Acceptance among AMC Entertainment Inc., The Bank of New York, and HSBC Bank USA (August 30, 2000)

Summary

This agreement is between AMC Entertainment Inc., The Bank of New York, and HSBC Bank USA. It documents the resignation of The Bank of New York as trustee, paying agent, and security registrar for AMC's 9% Senior Subordinated Notes due 2009, and the appointment of HSBC Bank USA as the successor in these roles. The agreement ensures a smooth transfer of responsibilities and assets under the existing indenture, with both parties confirming there are no outstanding issues or defaults. The transition is effective as of the agreement date.

EX-4.2(C) 3 0003.txt 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 $200,000,000 aggregate principal amount of the Company's 9 ? % Senior Subordinated Notes due 2009 under an Indenture dated as of March 19, 1997, by and between the Company and the Resigning Trustee, as amended by the First Supplemental Indenture dated as of June 9, 1997, by and between the Company and the Resigning Trustee (said Notes are hereinafter referred to as "Securities" and said Indenture, as amended, is hereinafter referred to as the "Indenture"); WHEREAS, Section 609 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 609 of the Indenture provides that, if the Trustee shall resign, the Company, by a Board Resolution, shall promptly appoint a successor Trustee; WHEREAS, the Company, by a Board Resolution, has provided for the appointment of such a successor Trustee; WHEREAS, Section 610 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 retiring Trustee; WHEREAS, Section 610 of the Indenture provides that on the written request of the Company or the successor Trustee, the retiring Trustee shall upon payment by the Company of all amounts due the retiring Trustee under Section 606 of the Indenture 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 Sections 1002 and 305 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 --------------------- SECTION 1.1. Pursuant to Section 609 of the Indenture, Resigning Trustee hereby notifies the Company that Resigning Trustee is hereby resigning as Trustee, Paying Agent and Security Registrar 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 303 of the Indenture, Resigning Trustee duly authenticated and delivered, on various dates, $200,000,000 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 501 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 --------------------- 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. Attached as Exhibit B is a certificate 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 2.3. 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 2.4. Within a reasonable period of time after the effective date of this Agreement, the Company 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 609 of the Indenture. SECTION 2.5. 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 and the First Supplemental Indenture were validly and lawfully executed and delivered by the Company and that except for the First Supplemental Indenture dated June 9, 1997, the Indenture has not been amended or modified, 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 501 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 --------------------- 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 Six 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. 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, with like effect as if originally named as Trustee, Paying Agent and Security Registrar under 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 -------------- 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 first date 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 606 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 606 of the Indenture. The Company acknowledges its obligation set forth in Section 606 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 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 --------------------- Name: James V. Beynon Title: Sr. Vice President & Treasurer Resigning Trustee: The Bank of New York By: /s/ Irene Siegel --------------------- Name: Irene Siegel Title: Vice President Successor Trustee: HSBC Bank USA By: /s/ Robert A. Conrad --------------------- Name: Robert A. Conrad Title: Vice President