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EX-4.10(B) 8 a2150048zex-4_10b.htm EX-4.10(B)

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 Company’s 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.

 

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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.

 

 

 

 

 

By:

/s/ Craig R. Ramsey

 

 

Name:

Craig R. Ramsey

 

 

Title:

Executive Vice President and
Chief Financial Officer

 

 

 

 

 

 

 

 

 

AMC REALTY, INC.

 

 

 

 

 

By:

/s/ Craig R. Ramsey

 

 

Name:

Craig R. Ramsey

 

 

Title:

Executive Vice President and
Chief Financial Officer

 

 

 

 

 

 

 

 

 

AMC ENTERTAINMENT INTERNATIONAL,
INC.

 

 

 

 

 

By:

/s/ Craig R. Ramsey

 

 

Name:

Craig R. Ramsey

 

 

Title:

Executive Vice President and
Chief Financial Officer

 

 

 

 

 

 

 

 

 

NATIONAL CINEMA NETWORK, INC.

 

 

 

 

 

By:

/s/ Craig R. Ramsey

 

 

Name:

Craig R. Ramsey

 

 

Title:

Executive Vice President and
Chief Financial Officer

 

 

 

 

 

 

 

 

 

AMC-GCT, INC.

 

 

 

 

 

By:

/s/ Craig R. Ramsey

 

 

Name:

Craig R. Ramsey

 

 

Title:

Executive Vice President and
Chief Financial Officer

 



 

 

AMERICAN MULTI-CINEMA OF FLORIDA,
INC.

 

 

 

 

 

By:

/s/ Craig R. Ramsey

 

 

Name:

Craig R. Ramsey

 

 

Title:

Executive Vice President and
Chief Financial Officer

 

 

 

 

 

 

 

 

 

CENTERTAINMENT, INC.

 

 

 

 

 

By:

/s/ Craig R. Ramsey

 

 

Name:

Craig R. Ramsey

 

 

Title:

Executive Vice President and
Chief Financial Officer

 

 

 

 

 

 

 

 

 

PREMIUM THEATER OF MAYFAIR, INC.

 

 

 

 

 

By:

/s/ Craig R. Ramsey

 

 

Name:

Craig R. Ramsey

 

 

Title:

Executive Vice President and
Chief Financial Officer

 

 

 

 

 

 

 

 

 

PREMIUM CINEMA OF YORKTOWN, INC.

 

 

 

 

 

By:

/s/ Craig R. Ramsey

 

 

Name:

Craig R. Ramsey

 

 

Title:

Executive Vice President and
Chief Financial Officer

 

 

 

 

 

 

 

 

 

PREMIUM THEATER OF FRAMINGHAM, INC.

 

 

 

 

 

By:

/s/ Craig R. Ramsey

 

 

Name:

Craig R. Ramsey

 

 

Title:

Executive Vice President and
Chief Financial Officer

 



 

 

CLUB CINEMA OF MAZZA, INC.

 

 

 

 

 

By:

/s/ Craig R. Ramsey

 

 

Name:

Craig R. Ramsey

 

 

Title:

Executive Vice President and
Chief Financial Officer

 

 

 

 

 

 

 

 

 

GCT PACIFIC BEVERAGE SERVICES, INC.

 

 

 

 

 

By:

/s/ Craig R. Ramsey

 

 

Name:

Craig R. Ramsey

 

 

Title:

Executive Vice President and
Chief Financial Officer

 

 

 

 

 

 

 

 

 

AMC CARD PROCESSING SERVICES, INC.

 

 

 

 

 

By:

/s/ Craig R. Ramsey

 

 

Name:

Craig R. Ramsey

 

 

Title:

Executive Vice President and
Chief Financial Officer