[Signaturepages follow]
Exhibit 4.10(b)
THIS GUARANTOR JOINDER AGREEMENT (this Guarantor Joinder Agreement) is entered into effective as of December 23, 2004, by American Multi-Cinema, Inc., AMC Realty, Inc., AMC Entertainment International, Inc., National Cinema Network, Inc., AMC-GCT, Inc., American Multi-Cinema of Florida, Inc., Centertainment, Inc., Premium Theater of Mayfair, Inc., Premium Cinema of Yorktown, Inc., Club Cinema of Mazza, Inc., Premium Theater of Framingham, Inc., GCT Pacific Beverage Services, Inc. and AMC Card Processing Services, Inc.
Pursuant to Section 13 of the Registration Rights Agreement, dated as of August 18, 2004 (the Registration Rights Agreement), among Marquee Inc., a Delaware corporation (the Company), the Guarantors (as defined in the Registration Rights Agreement) from time to time party thereto and the Initial Purchasers (as defined in the Registration Rights Agreement) relating to the Companys 85/8% Senior Notes due 2012, the Company agreed to cause the Guarantors to become parties to the Registration Rights Agreement as Guarantors upon the Merger Closing Date (as defined in the Registration Rights Agreement) by executing and delivering to the Company a Guarantor Joinder Agreement; and
American Multi-Cinema, Inc., AMC Realty, Inc., AMC Entertainment International, Inc., National Cinema Network, Inc., AMC-GCT, Inc., American Multi-Cinema of Florida, Inc., Centertainment, Inc., Premium Theater of Mayfair, Inc., Premium Cinema of Yorktown, Inc., Club Cinema of Mazza, Inc., Premium Theater of Framingham, Inc., GCT Pacific Beverage Services, Inc. and AMC Card Processing Services, Inc. hereto have each agreed to execute this Guarantor Joinder Agreement to become parties to, and Guarantors under, the Registration Rights Agreement.
NOW, THEREFORE, each of the undersigned agrees as follows:
1. Registration Rights Agreement. By executing this Guarantor Joinder Agreement, each of the undersigned does hereby acknowledge the terms of, and agrees to become a party to, and a Guarantor under, the Registration Rights Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder.
2. GOVERNING LAW. THIS GUARANTOR JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.
[Signature pages follow]
IN WITNESS WHEREOF, each of the undersigned has executed this Guarantor Joinder Agreement as of the date set forth in the introductory paragraph hereof.
| AMERICAN MULTI-CINEMA, INC. | ||
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| By: | /s/ Craig R. Ramsey | |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and |
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| AMC REALTY, INC. | ||
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| By: | /s/ Craig R. Ramsey | |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and |
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| AMC ENTERTAINMENT INTERNATIONAL, | ||
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| By: | /s/ Craig R. Ramsey | |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and |
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| NATIONAL CINEMA NETWORK, INC. | ||
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| By: | /s/ Craig R. Ramsey | |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and |
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| AMC-GCT, INC. | ||
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| By: | /s/ Craig R. Ramsey | |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and |
| AMERICAN MULTI-CINEMA OF FLORIDA, | ||
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| By: | /s/ Craig R. Ramsey | |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and |
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| CENTERTAINMENT, INC. | ||
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| By: | /s/ Craig R. Ramsey | |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and |
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| PREMIUM THEATER OF MAYFAIR, INC. | ||
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| By: | /s/ Craig R. Ramsey | |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and |
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| PREMIUM CINEMA OF YORKTOWN, INC. | ||
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| By: | /s/ Craig R. Ramsey | |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and |
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| PREMIUM THEATER OF FRAMINGHAM, INC. | ||
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| By: | /s/ Craig R. Ramsey | |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and |
| CLUB CINEMA OF MAZZA, INC. | ||
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| By: | /s/ Craig R. Ramsey | |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and |
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| GCT PACIFIC BEVERAGE SERVICES, INC. | ||
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| By: | /s/ Craig R. Ramsey | |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and |
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| AMC CARD PROCESSING SERVICES, INC. | ||
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| By: | /s/ Craig R. Ramsey | |
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| Name: | Craig R. Ramsey |
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| Title: | Executive Vice President and |