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AMC ENTERTAINMENT INC.
106 W. 14th Street, Suite 2000
Kansas City, Missouri 64105
December 6, 2001
(Amended and restated as of January 28, 2002)
GC Companies, Inc.
1300 Boylston Street
Chestnut Hill, Massachusetts 02467
Attn: G. Gail Edwards
President and Chief Operating Officer
Dear Ms. Edwards:
This amended and restated letter of intent ("Letter") supercedes and
replaces that certain letter of intent dated December 6, 2001, as amended as of
January 15, 2001. The purpose of this Letter is to set forth certain non-binding
understandings and certain binding agreements between AMC Entertainment Inc., a
Delaware corporation ("AMCE" or "we"), and GC Companies, Inc., a Delaware
corporation ("GCX" or "you"), and its affiliated debtors and debtors in
possession (collectively, the "GCX Debtors") in cases under chapter 11 of the
United States Bankruptcy Code that are currently pending the United States
Bankruptcy Court for the District of Delaware (the "Court") as case nos. 00-3897
(EIK) to 00-3927 (EIK) (the "Chapter 11 Cases"), with respect to AMCE's
acquisition of newly issued shares of GCX common stock ("New GCX Stock"),
representing 100% of the outstanding capital stock of GCX as reorganized
pursuant to a plan of reorganization in form and substance reasonably
satisfactory to AMCE in the good faith exercise of its discretion that (i) is in
all respects consistent with this Letter and the Term Sheet (as defined below),
(ii) does not impose on AMCE any liabilities or obligations in addition to or
other than those provided in this Letter, the Agreement (as defined below) and
the Term Sheet and (iii) contains such other provisions that AMCE reasonably
deems necessary to protect AMCE (the "Plan"), on the terms and conditions
described in this Letter (collectively, the "Proposed Transaction").
Section 1 reflects our understanding with respect to the matters described
in them, but are not to constitute a complete statement of, or a legally binding
or enforceable agreement or commitment on the part of, AMCE or the GCX Debtors
with respect to the matters described therein.
1. PURCHASE OF GCX AND SUBSIDIARIES.
(a) On the terms and subject to the conditions (which will be
substantially in accordance with this Letter and the Term Sheet) set
forth in (A) that certain Stock Purchase Agreement dated January 15,
2002 (as may be amended, the "Agreement") among GCX, AMCE, American
Multi-
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Cinema, Inc. ("AMC") and Centertainment Development, Inc. ("CDI"), a
copy of which is attached hereto as Exhibit II, and (B) the Plan
(collectively, the "Transaction Documents"), AMCE intends to acquire
substantially all of the assets, properties and business (the "GCX
Business and Assets") of GCX and its subsidiaries through (i) AMC's
acquisition of the New GCX Stock on the effective date of the Plan
(the "Effective Date"), (ii) CDI's acquisition of all of the stock
of General Cinema International, Inc., and (iii) CDI's acquisition
of all of the stock of reorganized GCC Investments, Inc.
(b) The Transaction Documents will or do provide that, at the Effective
Date, the consideration specified in the Term Sheet for the
acquisition of GCX by AMCE attached hereto as Exhibit I (the "Term
Sheet") will be issued to or for the benefit of the claimants and
equity holders in the Chapter 11 Cases as provided in the Plan.
(c) The Transaction Documents will or do provide that, at the Effective
Date, the lessee of each of the domestic theatre leases that is
assumed under the Plan shall be a single domestic operating
corporation named "General Cinema Theatres, Inc." ("Reorganized
GCT") that will be a wholly-owned subsidiary of Reorganized GCX,
except (i) as otherwise determined by AMCE in its sole discretion or
(ii) to the extent any such lease is assigned to Reorganized GCT, if
the counterparty to such a contract or lease objects to such
assignment and the Court does not approve such assignment (in which
case the lessee will be the existing GCX Debtor that is lessee under
such lease).
(d) The Transaction Documents will or do provide that, to the extent
that on the Effective Date GCX has insufficient cash to repay GCX's
debtor-in possession credit facility in full and to pay any unpaid
"Deduction Claims" (as defined in the Term Sheet), AMCE will fund
the shortfall. AMCE also will provide GCX, for presentation to the
Court at the Plan confirmation hearing, evidence to support a
finding by the Court that the working capital feasibility
requirements for the Plan under Section 1129(a)(11) of the
Bankruptcy Code are met.
2. [OMITTED]
3. BINDING AGREEMENTS. Upon execution of counterparts of this Letter by
you, the following lettered paragraphs of this Section 3 will constitute the
legally binding and enforceable agreement of AMCE and GCX (in recognition of the
significant costs to be borne by AMCE and GCX in pursuing this transaction and
further in consideration of their mutual undertakings as to the matters
described herein).
(a) Access. Subject to the terms set forth in paragraph (j) below
respecting confidentiality and certain other matters, GCX, on reasonable notice,
will
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afford AMCE's employees, auditors, legal counsel and other authorized
representatives all reasonable opportunity and access during normal business
hours to inspect, investigate and audit in a reasonable manner the GC Business
and Assets and to meet with GCX personnel before the Effective Date.
(b) Consents. AMCE and GCX will cooperate with one another and
proceed, as promptly as is reasonably practicable, to seek to obtain all
necessary material consents and approvals from governmental bodies, lenders,
landlords and third parties necessary to consummate the Proposed Transaction,
and to endeavor to comply with all other legal or contractual requirements for
or preconditions to the execution and consummation of the Transaction Documents
and the Proposed Transaction. Without limiting the generality of the foregoing,
GCX and AMCE shall file premerger notification under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Filing"), as soon as
reasonably practicable after execution of this Letter, but in any event prior to
the earlier to occur of (i) five (5) days following Court approval of this
Letter and the IOA, or (ii) January 28, 2002.
(c) [Omitted].
(d) Bankruptcy Process. AMCE, GCX and the Committee of Unsecured
Creditors in the Chapter 11 Cases (the "Committee") will cooperate in the
preparation of the Plan, the disclosure statement therefor (the "Disclosure
Statement"), the forms of ballots, solicitation procedures and Plan related
procedures (collectively, the "Plan Procedures") and will use commercially
reasonable efforts (which shall not be interpreted to require AMCE or GCX to pay
any amount other its own attorneys' fees) to obtain Court approval and
confirmation of the Agreement, Plan, Disclosure Statement and Plan Procedures
and to implement the Plan in accordance with the following schedule:
(i) [Omitted].
(ii) The Plan and Disclosure Statement were filed with the Court on
or before December 21, 2001 and the Plan Procedures were filed
on or before January 10, 2002.
(iii) A Court order approving the adequacy of the Disclosure
Statement shall have been entered on or before February 25,
2002.
(iv) The applicable waiting period for the HSR Filing shall have
expired or been terminated early, without the initiation of
any enforcement action and without the imposition of any
conditions on the Proposed Transaction by the Federal Trade
Commission or the Antitrust Division of the Department of
Justice, not less than five (5) days prior to the confirmation
hearing for the Plan.
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(v) A Court order confirming the Plan (the "Confirmation Order")
shall have been entered on or before March 20, 2002.
(vi) The Confirmation Order shall have become a final,
nonappealable order on or before April 1, 2002.
If AMCE is not in breach of its obligations under this Letter, AMCE
may extend any of the dates set forth in any or all of clauses (i) through (vi)
above, inclusive, for a period of up to thirty days, by giving written notice of
such election to GCX and the Principal Claimants (as defined below) on or before
the applicable date being extended. If GCX is not in breach of its obligations
under this Letter, GCX and the Committee may jointly extend any of the dates set
forth in any or all of clauses (i) through (vi) above, inclusive, for a period
of up to thirty days, by giving written notice of such election to AMCE and the
Principal Claimants (as defined below) on or before the applicable date being
extended.
(e) Exclusivity. GCX acknowledges that AMCE has expended and will
continue to expend considerable time and money in developing the Proposed
Transaction, which it is not prepared to continue expending, however, except
upon the terms hereof, including the provisions of this paragraph (e).
(i) Nonsolicitation. Neither GCX nor any of its respective
directors, employees, accountants or other agents and
representatives (collectively, "Representatives") shall,
directly or indirectly, solicit a competitive bid or proposal
from a third party to purchase all or any portion of the GCX
Business and Assets or the New GCX Stock, whether in a
separate transaction or as part of a plan of reorganization
for GCX (a "Third Party Plan"), or engage in or continue any
discussions or negotiations with any party that has made or
who may make such a competitive bid for such New GCX Stock or
the Assets.
(ii) Unsolicited Proposals. Notwithstanding subparagraph (i), GCX
may consider an unsolicited Third Party Plan if and only if
the Court finds that (A) the Third Party Plan would provide
for a material increase in the aggregate value of the
consideration being paid for all of the GCX Business and
Assets compared to the Plan, (B) the Third Party Plan is
fully-financed and the third party is otherwise capable of
performing its obligations thereunder, and (C) GCX may
consider the Third Party Plan.
(iii) Support Agreements. GCX acknowledges that certain claimants
and parties in interest in the Chapter 11 Cases, to wit:
General Electric Capital Corporation, Harcourt General, Inc.
and the Committee (collectively, the "Principal Claimants"),
have entered into support agreements with AMCE with respect to
the Plan (the
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"Support Agreements") that obligate the Principal Claimants to
support the Plan and prevent the Principal Claimants from
supporting a Third Party Plan, subject to the terms and
conditions of the Support Agreements.
(f) Termination. This Letter may be terminated (A) by AMCE, at
AMCE's sole discretion, promptly following the passing of the applicable
deadline upon written notice to GCX and the Principal Claimants if, through no
material fault of AMCE, any event specified to occur as of a certain date in
paragraph (d) above has not occurred as of such date, including any extensions,
or (B) by the non-breaching party due to material breach of this Letter by the
other party if the breaching party does not cure such breach within thirty (30)
days after written notice from the non-breaching party. Without limiting the
foregoing, any breach by GCX of clause (i) or (ii) of paragraph (e) shall be a
material breach of this Letter. Upon any such termination, any obligations under
this Letter will terminate and no party shall have any liability whatsoever to
any other party; provided, however, that nothing in this Letter shall limit the
availability of any equitable remedies, including specific performance,
available to AMCE upon GCX's breach of this Letter, the IOA or the Agreement.
(g) Costs. AMCE and GCX will each be solely responsible for and bear
all of its own respective expenses, including expenses of legal counsel,
accountants and other advisers, incurred at any time in connection with pursuing
or consummating the Proposed Transaction.
(h) Miscellaneous. The terms set forth in this Letter are a part of
a comprehensive agreement, each element of which is an integral aspect of the
Proposed Transaction and, as such, are non-severable. Headings are for reference
only and do not constitute part of this Letter. The words "includes" and
"including" shall not be words of limitation and shall be read to also add
"without limitation." This Letter shall be governed by and construed in
accordance with the internal laws of the State of New York and any applicable
provision of the Bankruptcy Code, without regard to the principles of conflict
of laws that would provide for application of another law. Each of the parties
acknowledges and agrees that no failure or delay in exercising any right, power
or privilege hereunder will operate as a waiver thereof, nor will any single or
partial exercise thereof preclude any other right, power or privilege hereunder.
This Letter may be executed in counterparts, each of which when taken together
shall constitute an original of this Letter. It is understood that this Letter
does not contain all matters upon which agreement must be reached in order for
the Proposed Transaction to be consummated; however, the provisions of Section 3
of this Letter, are acknowledged and agreed to be fully binding on the parties
hereto.
(i) Public Disclosure. AMCE and GCX may provide copies of this
Letter and attachments to parties in interest in the Chapter 11 Cases and as
otherwise necessary in connection with the Chapter 11 Cases. AMCE and GCX also
shall be entitled to file copies of this Letter with the Court, the Securities
and Exchange Commission, the HSR Filing and any exchange upon which AMCE's or
GCX's
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securities are traded, and as otherwise required by law. Subject to the
foregoing, neither AMCE nor GCX shall make any public release of information
regarding the matters contemplated herein except (i) that simultaneous press
releases in the form approved by AMCE and GCX in writing by fax or by E-mail
shall be issued by each of AMCE and GCX as promptly as is practicable after the
execution of this Letter and at such other times as may be set forth in the
Agreement, (ii) AMCE may issue one or more press releases to the effect that it
has entered into support agreements with other creditors of the GCX Debtors,
after consultation with GCX, and (iii) that AMCE and GCX may each continue such
communications with employees, customers, suppliers, franchisees, lenders,
lessors, shareholders, and other particular groups as may be legally required or
necessary or appropriate and not inconsistent with the best interests of the
other party or the prompt consummation of the transactions contemplated by this
Letter, and (iii) as required by law, the Court, with the Securities and
Exchange Commission, the HSR Filing and any exchange upon which AMCE's or GCX's
securities are traded.
(j) Confidentiality. AMCE agrees that, except as provided in this
Letter, that certain letter agreement respecting confidentiality and
nondisclosure dated June 29, 2001 between GCX and AMCE shall remain in effect.
The provisions of this paragraph (j) shall survive the termination of this
Letter.
(k) Other Plan Provisions. The Plan shall contain customary release
provisions with respect to directors, officers and employees of the GCX Debtors,
preserve any pre-petition claims of directors, officers and employees of the GCX
Debtors to the extent of coverage therefor under GCX's existing Directors and
Officers Insurance Policy ("D&O Policy") and preserve the rights of the current
GCX directors and officers consistent with the GCX bylaws against reorganized
GCX with respect to advancement of legal fees and expenses up to an aggregate
maximum of $250,000 for all individuals, claims and occurrences (subject to
replenishment by any reimbursement received by reorganized GCX from any source).
In addition, AMCE will fund the procurement of "tail" coverage under the D&O
Policy, up to a maximum premium cost of $350,000, which amount will not be an
Deduction Claim within the meaning of the Term Sheet.
[Remainder of page intentionally blank]
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We look forward to working with you on the Proposed Transaction.
Very truly yours,
AMC ENTERTAINMENT INC.
By: /s/ Craig R. Ramsey
Craig R. Ramsey
Senior Vice President - Finance,
Chief Financial Officer and
Chief Accounting Officer
ACKNOWLEDGED AND AGREED TO:
GC COMPANIES, INC.
By: /s/ G. Gail Edwards
G. Gail Edwards
President and Chief Operating Officer
SIGNATURE PAGE TO LETTER OF INTENT
CONSENT OF PRINCIPAL CLAIMANTS
The undersigned Principal Claimants in the Chapter 11 Cases hereby consent to
this Letter of Intent and acknowledge that it constitutes a "Qualified Letter of
Intent" within the meaning of the Support Agreements.
THE COMMITTEE OF UNSECURED CREDITORS
IN THE CHAPTER 11 CASES OF THE GCX DEBTORS
By: /s/ William S. Kaye
-----------------------------------
Name: William S. Kaye
Title: Chairman
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Nicole Russo
-----------------------------------
Name: Nicole Russo
Title: Risk Manager
HARCOURT GENERAL, INC.
By: /s/ Charles P. Fontaine
-----------------------------------
Name: Charles P. Fontaine
Title: Vice President
SIGNATURE PAGE TO LETTER OF INTENT
EXHIBIT I
TERM SHEET
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GC COMPANIES, INC. ("GCC") BY AMC
ENTERTAINMENT INC. ("AMCE")(1)
A. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS
(a) Unclassified Claims (not entitled to vote)
Administrative On the Effective Date, or as soon thereafter as
Claims: practicable, each holder of an Allowed
Administrative Claim will receive payment in full
in cash of the unpaid portion of such Allowed
Administrative Claim.
DIP Financing On the Effective Date, or as soon thereafter as
Claims: practicable, the holders thereof will receive
payment in full in cash of the Allowed DIP
Financing Claims.
Priority Tax At the option of AMCE, each holder of an Allowed
Claims: Priority Tax Claim(2) will receive either (i)
payment in full in cash on the Effective Date or
as soon thereafter as practicable, or (ii)
payment over a six year period from the date of
assessment as provided in section 1129(a)(9)(C)
of the Bankruptcy Code with interest payable at
7% annually or at such other rate agreed to by
AMCE and the holder of such claim or determined
by the Bankruptcy Court; provided, however, that
any Allowed Priority Tax Claim for which any
member of the GECC Group is liable, the payment
of which is demanded from such member by the
applicable taxing authority, shall be payable
upon the later of the date of such demand or the
Effective Date.
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(1) This Term Sheet contemplates that AMCE will acquire the stock of Reorganized
GCC pursuant to a plan of reorganization for the GCC Debtors (the "Plan") and
operate it as a wholly-owned subsidiary. AMCE may designate that such stock will
be acquired by AMCE's subsidiary, American Multi-Cinema, Inc.
(2) Allowed Priority Tax Claims shall include sales taxes related to the GECC
Group's synthetic leases.
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
(b) Unimpaired Claims (deemed to accept)
Class 1--Other On the Effective Date, or as soon thereafter as
Priority Claims: practicable, each holder of a Class 1 Claim
will receive payment in full in cash of such
Allowed Other Priority Claim.
Class 2--Secured As to each Class 2 Claim, at the option of
Claims other than AMCE, AMCE will either (i) reinstate such Class
Banks, Heller and 2 Claim by curing all outstanding defaults with
GECC Group: all legal, equitable, and contractual rights
remaining unaltered, except as permitted by 11
U.S.C. Section 1124(2), (ii) pay in full the
allowed amount of such Class 2 Claim in cash on
the Effective Date or as soon thereafter as
practicable or (iii) satisfy such Class 2 Claim
by delivering to the claimant the collateral
securing such claim.
Class 3--Claims As to each Class 3 Claim, AMCE will reinstate
of Heller: such Class 3 Claim by curing all outstanding
defaults and leaving all legal, equitable, and
contractual rights unaltered, except as
permitted by 11 U.S.C. Section 1124(2);
provided, that, AMCE shall have the right to
pay such Allowed Class 3 Claim in full in cash
on the Effective Date, or as soon thereafter as
practicable, in full satisfaction of such
Allowed Class 3 Claim. For purposes of the
foregoing, Heller shall be deemed to have an
allowed Class 3 Claim in the amount of
$28,408,027 as of December 4, 2001, which
amount shall be reduced by the principal
portion of any payments made by GCC through the
Effective Date.
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TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
(c) Impaired Claims (entitled to vote)
Class 4--Claims of For purposes of the Plan, Fleet National Bank, N.A.
Banks: ("Fleet") and The Bank of Nova Scotia (collectively,
the "Domestic Banks") shall be deemed to have Allowed
Class 4 Claims of $44.6 million. On the Effective
Date, or as soon thereafter as practicable, each
holder of an Allowed Class 4 Claim will receive New
AMCE Notes(3) with a face amount equal to 100% of its
Allowed Class 4 Claim(4); provided, however, that each
holder of a Class 4 Claim may elect to receive, in
lieu of its New AMCE Notes, cash in an amount equal to
87.5% of the New AMCE Notes to which it would
otherwise be entitled (such option being hereinafter
referred to as the "New AMCE Notes Exchange Option").
Whether or not the New AMCE Notes Exchange Option is
exercised, the consideration provided for herein shall
be in full satisfaction of the Allowed Class 4 Claims
for all purposes, and without limiting the foregoing,
will be deemed to fully satisfy all claims and rights
of the holders of such claims against Harcourt
General, Inc. ("Harcourt") under that certain
Intercreditor Agreement dated January 26, 1999 (the
"Intercreditor Agreement") between Harcourt and Bank
Boston, N.A. (n/k/a Fleet National Bank, N.A.), as
administrative agent for the Domestic Banks.
GCC's Guaranty of As a condition of the treatment of the Class 4 Claims
Hoyts General as described above (the "JV Loan Purchase Condition"),
Cinemas South prior to the Effective Date, the lenders (the "SA
America's Credit Lenders") to Hoyts General Cinemas South America (the
Facilities: "JV") shall have sold, and GCC(5) shall have
purchased, one half of the SA Lenders' loans to the JV
(the "GCC JV Loan Portion") for no more than 87.5% of
the face amount of that portion of such JV loans (the
"JV Loan Purchase"), and the SA Lenders shall have
released GCC from any liability by reason of GCC's
several guaranties (collectively, the "GCC Guaranty")
of the JV's credit facilities. Notwithstanding the
foregoing, GCC may, at its option,
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(3) New AMCE Notes shall be newly issued notes added to AMCE's existing 9.5%
Senior Subordinated Notes due 2/1/11 or any other issue of AMCE Senior
Subordinated Notes with materially similar terms. See Term Sheet - New AMCE
Notes.
(4) AMCE shall have the right to pay cash to holders of Class 4 Claims in lieu
of part of the New AMCE Notes, at 100% of the principal amount thereof, to the
extent that AMCE's current bond indenture restricts AMCE's ability to issue New
AMCE Notes in excess of a certain aggregate amount.
(5) In any event, GCC shall be deemed to have secured its own release from the
GCC Guaranty. However, AMCE may designate an AMCE affiliate to be the purchaser
of the GCC JV Loan Portion, so long as the aggregate amount paid to the SA
Lenders in cash for the release of the GCC Guaranty and the purchase of the GCC
JV Loan Portion equals the agreed total for the JV Loan Purchase.
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purchase the GCC JV Loan Portion of less than all of
the SA Lenders; in such event, any claim against GCC
under the GCC Guaranty shall be released with respect
to such GCC JV Loan Portion, and in no event shall the
JV Loan Purchase Condition be satisfied for purposes
of this Term Sheet unless the entire JV Loan Purchase
with respect to the GCC JV Loan Portion has occurred.
Any JV Loan Purchase shall be financed by borrowings
under the DIP facility or a successor DIP facility.
Bank Support Agreement As Fleet and Bank of America, N.A. ("BofA"), each on
Condition behalf of itself and its affiliates, foreign and
domestic, in their respective capacities as
administrative agent(s) and lender(s) to GCC and its
affiliates and joint ventures, foreign and domestic)
(collectively, the "Banks") have not entered into a
support agreement agreeing to the treatment of Class 4
Claims and the satisfaction of the JV Loan Purchase
Condition described above as of the date hereof (the
"Bank Support Agreement Condition"), the treatment of
Class 4 Claims under this Term Sheet (and, in the
event that AMCE selects Option B below, Class 8 Claims
{as defined in Option B} that would otherwise be
classified in Class 6) shall be modified, at AMCE's
option, to consist of the treatment described under
Option A, Option B or Option C below, and the terms of
the selected option shall become part of this Term
Sheet, unless otherwise agreed by AMCE and the Banks,
so long as such alternative agreed upon treatment of
Class 4 Claims and claims arising under or relating to
the GCC Guaranty under this Term Sheet does not have a
material adverse effect on the treatment of any other
class of claims under this Term Sheet:
Option A:
- The JV Loan Purchase Condition shall be waived. In
lieu thereof, GCC shall reject the GCC Guaranty
(to the extent, if any, that it is an executory
contract), and the SA Lenders may assert a general
unsecured Class 6 claim against GCC therefor (the
"GCC Guaranty Claim"). To the extent that the GCC
Guaranty Claim is allowed by the bankruptcy court,
it shall be the "Allowed GCC Guaranty Claim." AMCE
will make available for distribution on account of
the Allowed GCC Guaranty Claim New AMCE Stock with
a Plan Value equal to that fraction of the Allowed
GCC Guaranty Claim, the numerator of which is the
total Plan Value of the New AMCE Stock (plus, if
applicable under clause (b) of the Conditional
Class 6 Recovery, the Plan Value of the Top-Up
AMCE Stock and any cash
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substituted by Harcourt therefor) that would have
been distributed to the holders of Allowed Class 6
Claims had the Bank Support Agreement Condition
not been waived and this provision had not become
effective, and the denominator of which is the
total amount of the Allowed Class 6 Claims other
than the Allowed GCC Guaranty Claim. The Plan
Value of such New AMCE Stock with respect to each
Allowed GCC Guaranty Claim shall be applied to
reduce the amount of debt outstanding under the JV
credit facility to which each Allowed GCC Guaranty
Claim relates.
- If the fair market value of the New AMCE Notes
(based on the average of the bid and ask prices on
the trading date immediately prior the date of
distribution) to be distributed to holders of
Allowed Class 4 Claims is less than the Allowed
Class 4 Claims, then such holders shall be
entitled to receive additional New AMCE Notes with
a fair market value equal to the deficiency.
Option B:
- All nonpriority, unsecured claims against GCC that
(i) are not also claims against any direct or
indirect subsidiary of GCC that is a chapter 11
debtor and (ii) would otherwise have been
classified in Class 6, including without
limitation any claim arising under or relating to
the GCC Guaranty, shall be separately classified
in a new Class 8. The holders of allowed unsecured
claims in Class 8, including without limitation
claims arising under or relating to the GCC
Guaranty, shall receive New AMCE Stock with a Plan
Value (as defined in footnote 9 below) or, at
AMCE's option, cash, equal to 5% of each holder's
Allowed Class 8 Claim.
- If the fair market value of the New AMCE Notes
(based on the average of the bid and ask prices on
the trading date immediately prior to the date of
distribution) to be distributed to holders of
Allowed Class 4 Claims is less than the Allowed
Class 4 Claims, then such holders shall be
entitled to receive additional New AMCE Notes with
a fair market value equal to the deficiency.
Option C:
- The Class 4 Claims and any claims arising under or
relating to the GCC Guaranty shall be treated in
such manner as AMCE designates, so long as such
treatment
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does not require any reduction in the amount of
the consideration that would have been received by
the holders of allowed claims in any other class
absent such treatment of Class 4 claims or claims
arising under or relating to the GCC Guaranty.
Class 5--Claims of For purposes of the Plan, the GECC Group shall be
the GECC Group: deemed to have Allowed Class 5 Claims in the aggregate
amount of $78.3 million(6).
On the Effective Date, or as soon thereafter as
practicable, each holder of an Allowed Class 5 Claim
secured by identifiable equipment or leaseholds (i.e.,
all members excluding Fifth Third and Bank Leumi),
whose Allowed Class 5 Claims are estimated to be $71.1
million in the aggregate, will receive the following
consideration (i) New AMCE Notes with a face amount
equal to 90% of its Allowed Class 5 Claim (i.e., $64
million in the aggregate)(7); provided, however, that
each Allowed Class 5 Claim holder shall have the right
to exercise the New AMCE Notes Exchange Option for the
New AMCE Notes to which it would otherwise be entitled
(i.e., for $56 million in cash in the aggregate); and
(ii) New AMCE Stock (as defined below) with an
aggregate Plan Value (as defined below) equal to 4.5%
of its Allowed Class 5 Claim (i.e., $3.2 million Plan
Value).
On the Effective Date, or as soon thereafter as
practicable, each holder of an Allowed Class 5 Claim
secured by unidentifiable equipment (i.e., Fifth Third
and Bank Leumi), whose Allowed Class 5 Claims are
estimated to be $7.2 million in the aggregate, will
receive the following consideration (i) New AMCE Notes
with a face amount equal to 50% of its Allowed Class 5
Claim (i.e., $3.6 million in the aggregate); provided,
however, that each Allowed Class 5 Claim holder shall
have the right to exercise the New AMCE Notes Exchange
Option for the New AMCE Notes to which it would
otherwise be entitled (i.e., for $3.15 million in cash
in the aggregate); and (ii) New AMCE Stock (as defined
below) with an aggregate Plan Value (as defined below)
equal to 22.5% of its Allowed Class 5 Claim (i.e.,
$1.62 million Plan Value).
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(6) $78.3 million shall be reduced by half of any adequate protection payments
received by the GECC Group in excess of $9 million in the aggregate (the "GECC
Excess Payments").
(7) AMCE shall have the right to pay cash to holders of Class 5 Claims in lieu
of part of the New AMCE Notes, at 100% of the principal amount thereof, to the
extent that AMCE's current bond indenture restricts AMCE's ability to issue New
AMCE Notes in excess of a certain aggregate amount.
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January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
Class 6--Unsecured On the Effective Date, or as soon thereafter as
Claims Other Than practicable, each holder of an Allowed Class 6 Claim
Any Unsecured will receive New AMCE Stock(8) with an aggregate Plan
Claims of the Banks, Value(9) equal to such holder's pro rata share of the
Heller, the GECC sum of (a) Base Class 6 Recovery plus (b) the
Group, or Harcourt: Conditional Class 6 Recovery (if any), each as defined
below; provided, that in no event shall holders of
Allowed Class 6 Claims receive New AMCE Stock with a
Plan Value in excess of 100% of their Allowed Claims.
The "Base Class 6 Recovery" shall be equal to: (w)
$37.5 million (plus, if and only if (A) AMCE exercises
its rights to require GCC to reject any real estate
lease under 11 U.S.C. Section 365 which GCC has not
already rejected(10), other than the Bay Plaza
Expansion {which does not include the existing Bay
Plaza location}, Erie Commons, Summit Park and Midway
Mall leases, (any such newly rejected lease other than
the Bay Plaza Expansion, Erie Commons, Summit Park and
Midway Mall leases being a "Newly Rejected Lease") and
(B) AMCE has been afforded the reasonable opportunity
to renegotiate the terms of such Newly Rejected Lease
prior to such rejection, 32/45's (or 71.1%) of the
allowed unsecured claim of the lessor arising as a
result of such rejection of the Newly Rejected
Leases); plus
(x) to the extent that any Class 6
Claims are allowed on account of the rejection of the
theatre leases known as Rancho (Unit 422), Galleria
(Unit 744), Lincoln Mall (Unit 870) or Deerfield 8
(Unit 922) (such Allowed Class 6 Claims being
- ----------
(8) AMCE would be willing to discuss two alternative methods for distributing
such New AMCE Stock to holders of Allowed Class 6 Claims: (1) distributing
freely tradable New AMCE Stock directly to the holders of such claims or (2)
distributing New AMCE Stock to a liquidating trust (the "Unsecured Stock Trust")
under the control of the Committee for the benefit of the holders of Allowed
Class 6 Claims, provided that the Unsecured Stock Trust would enter into an
agreement with AMCE to fix the parameters for the orderly liquidation of such
New AMCE Stock.
(9) New AMCE Stock shall be newly issued shares of AMCE Common Stock, valued at
the average closing price per share for the 15 days prior to the Effective Date,
subject to a minimum price per share of $10. "Plan Value", when referencing New
AMCE Stock, means the product of multiplying the applicable number of shares of
New AMCE Stock by the per share value of the New AMCE Stock determined in
accordance with the preceding sentence. The number of shares of New AMCE Stock
needed to achieve a specified Plan Value is calculated by dividing that Plan
Value by the per share value of the New AMCE Stock as so determined.
(10) For purposes of this Term Sheet, each of the leases listed on Exhibit A
(the "Identified Leases") is considered to have been previously rejected by GCC,
other than the Erie Commons, Summit Park and Midway Mall leases. Exhibit A is
not an exhaustive list of the previously rejected leases.
7
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
hereinafter referred to in the aggregate as the
"Allowed Designated Lease Claims"), the positive
amount (if any) that results from multiplying (i) the
lesser of $1.4 million or the Allowed Designated Lease
Claims, minus (in either case) the amount, if any,
which results from subtracting the aggregate Allowed
Claims of John Berylson and Michael Greeley from $4
million and (ii) that fraction, the numerator of which
fraction is the total Plan Value of the New AMCE Stock
(plus, if applicable under clause (b) of the
Conditional Class 6 Recovery, the Plan Value of the
Top-Up AMCE Stock and any cash substituted by Harcourt
therefor) that would have been distributed to the
holders of Allowed Class 6 Claims had the Allowed
Designated Lease Claims been zero, and the denominator
of which is the total amount of the Allowed Class 6
Claims other than the Allowed Designated Lease Claims;
minus
(y) the amount (if any) by which the aggregate
amount of the "Deduction Claims" exceeds $20 million;
plus
(z) the amount (if any) by which the aggregate
amount of the "Deduction Claims" is less than $20
million.
As used herein, the term "Deduction Claims" shall be
defined as the aggregate sum of the Administrative
Claims (exclusive of operating expenses incurred or
accrued and paid in the ordinary course of business
for goods and services, sales taxes and federal and
state taxes relating to ordinary income), plus
retention, severance and bonus payments (including
bonuses paid in the normal course) (without
duplication), plus the Priority Tax Claims, plus the
Class 1 Claims, plus the Class 2 Claims, plus the Cure
Claims,(11) plus the adequate protection payments,
less the GECC Excess Payments and any adequate
protection payments made to Heller subsequent to
August 1, 2001 and applied to the reduction of the
pre-petition principal amount of Heller's Class 3
Claim, in all instances whether payments on behalf of
such Deduction Claims were made from August 1, 2001
through the Effective Date or whether such Deduction
Claims are outstanding on the Effective Date;
provided, however, that the component of Deduction
Claims that relates to severance and retention
payments, including amounts paid under the Amended and
Restated Termination
- ----------
(11) As used herein, the term "Cure Claims" means the cost of curing all
outstanding defaults under contracts to be assumed by Reorganized GCC (including
any amount reimbursed to Harcourt rather than paid to a lessor pursuant the
second paragraph of the Class 7 treatment below) and the cost of curing any
outstanding defaults under contracts previously assumed by GCC.
8
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
and Change of Control Agreements approved by the
Bankruptcy Court's Order dated March 16, 2001 but not
including any bonuses paid in the normal course, shall
be deemed to equal $5 million regardless of the actual
amounts that are paid through the Effective Date or
outstanding on the Effective Date; bonuses paid in the
normal course shall constitute a Deduction Claim based
on the actual amount of such bonuses paid. All fees
and expenses incurred by the post-confirmation
Committee, the Unsecured Stock Trust, the Class 6
distribution agent and any and all sub-agents,
professionals and others employed by any or all of
them (including, without limitation, the
debtors-in-possession's present or former employees
and counsel), shall be satisfied exclusively from
assets or cash otherwise distributable to the holders
of Allowed Class 6 Claims pursuant to this Term Sheet.
Additionally: (i) any fees due and payable to the
Office of the United States Trustee pursuant to
section 1930(a)(6) of title 28 of the United States
Code with respect to any chapter 11 cases that remain
open from and after the Effective Date of the Plan
shall be paid and satisfied exclusively from the
assets or cash otherwise distributable to the holders
of Allowed Class 6 Claims; provided that, except as
set forth below with respect to General Cinema
Theatres, Inc. ("GCT") and, under certain
circumstances, GCC, all of the GCC debtors' cases will
be closed as of the Effective Date, or as soon
thereafter as reasonably practicable; provided
further, that GCT will move to close its case promptly
when requested to do so by the post-confirmation
Committee after resolution of all disputed Class 6
Claims and (but only if Option B under the "Bank
Support Agreement Condition" is chosen) the GCC case
will be closed promptly after resolution of all
disputed Class 8 Claims. Any fees and expenses
(including, without limitation, professional fees and
expenses) incurred by the post-confirmation Committee
in objecting to or otherwise resolving Administrative
Claims and Priority Tax Claims shall be satisfied
exclusively from the assets or cash otherwise
distributable to the holders of Allowed Class 6 Claim,
it being understood that the reorganized debtors shall
have no obligation to object to or otherwise resolve
Administrative Claims and Priority Tax Claims, that
any such objection or resolution shall be at the
option, risk and expense of the post-confirmation
Committee and that the reorganized debtors will be
reimbursed for any out-of-pocket expenses incurred as
a result of any such objection or resolution.
9
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
The "Conditional Class 6 Recovery" shall be equal to
the sum of the following, which shall be conditioned
upon occurrence of the conditions described in clauses
(a) and (b) and may therefore be zero: (a) If the JV
Loan Purchase Condition is waived and AMCE selects
Option A described above under the heading "Bank
Support Agreement Condition," the Plan Value of New
AMCE Stock to be made available by AMCE to the holders
of the Allowed GCC Guaranty Claim, plus (b) to the
extent any pre-petition claims are allowed on account
of the rejection of any of the Identified Leases (any
such allowed claims being "Allowed Identified Lease
Claims"), Harcourt shall, at its own expense, purchase
AMCE Stock in the open market (or New AMCE Stock if
agreed by AMCE) for distribution to the holders of
Allowed Class 6 Claims such that, when added to the
New AMCE Stock made available by AMCE under the Base
Class 6 Recovery and any New AMCE Stock to be
distributed under clause (a) above, the AMCE Stock
made available by Harcourt is sufficient to enable
holders of Allowed Class 6 Claims other than the
holders of Allowed Identified Lease Claims to receive
the same amount of AMCE Stock per dollar amount of
their Allowed Class 6 Claims as they would have
received if the Allowed Identified Lease Claims had
not been allowed (the "Top-Up AMCE Stock"); provided,
that Harcourt may satisfy this obligation by
delivering, in its discretion, either a number of
shares of AMCE Stock equal to the Top-Up AMCE Stock or
cash in an amount equal to the market value of the
Top-Up AMCE Stock as of the Effective Date. Except as
provided in the preceding clause (b), Harcourt shall
have no responsibility with respect to any
distributions to third party holders of any Allowed
Class 6 Claim. The Conditional Class 6 Recovery is
intended to provide for the same treatment to the
holders of Allowed Class 6 Claims that are determined
to be such under the conditions described in clauses
(a) and (b) of this paragraph (in terms of the number
of shares of AMCE Stock per dollar of Allowed Class 6
Claims) as other holders of Allowed Class 6 Claims
would receive if the claims described in clauses (a)
and (b) had not become Allowed Class 6 Claims), and
the Conditional Class 6 Recovery shall be interpreted
accordingly.
Notwithstanding anything to the contrary contained
herein, the treatment of Allowed Class 6 Claims under
this Term Sheet is predicated upon the assumption that
all of the Identified Leases (other than the Erie
Commons, Summit Park and Midway Mall leases, which
shall be rejected) and all other
10
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
leases that were assigned by any of the GCC Debtors to
any party other than one of the GCC Debtors (the
"Assigned Leases") have been rejected or have deemed
rejected under section 365(d) of the Bankruptcy Code.
Accordingly, notwithstanding anything to the contrary
contained herein, the GCC Debtors shall reject all
Identified Leases that have not been previously
rejected, and all Assigned Leases that have not been
previously rejected, without any additional obligation
on the part of AMCE.
Notwithstanding anything to the contrary contained
herein, in the event that AMCE elects to treat claims
arising under or relating to the GCC Guaranty and
other nonpriority unsecured claims that are solely
claims against GCC (but not against any subsidiary
chapter 11 debtor) that would otherwise be classified
in Class 6 in accordance with Option B under the "Bank
Support Agreement Condition" above, then such claims
shall not be included in Class 6 and shall not be
entitled to treatment in accordance with the
provisions regarding Class 6 claims. Instead, all such
claims shall be treated as Class 8 claims in
accordance with Option B.
Notwithstanding the foregoing, upon the agreement of
AMCE and the Committee, Class 6 may be divided into
two or more sub-classes which may each receive
different treatment under the Plan, provided that the
aggregate consideration distributable to such
sub-classes does not exceed the total consideration
otherwise distributable to Class 6 pursuant to this
term sheet.
Class 7- Convenience As soon as practicable following the AMCE Class 6
Class: Distribution Date under the Plan, each Holder of an
Allowed Class 6 Claim that is $500 or less or that the
Holder thereof elects to reduce to $500 shall receive
cash paid from the Class 6 recovery (or the proceeds
thereof), in an amount equal to seventy percent (70%)
of such Holder's Allowed convenience claim.
Notwithstanding the foregoing, if the Class 7
convenience claim exceed $425,000.00 the Committee may
elect, on or before the Confirmation Date, to
eliminate Class 7 of the Plan, in which event each and
every Allowed convenience claim shall be treated in
all respects as an Allowed Class 6 Claim and any
election of the Holder thereof to reduce its Allowed
Claim to $500 shall be deemed null and void.
11
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
Class 8 -- As provided under Option B of the heading "Bank
Nonpriority, Support Agreement Condition" above.
unsecured claims
against GCC that are
not also claims
against any direct or
indirect subsidiary of
GCC that is a chapter
11 debtor and that
would otherwise have
been classified in
Class 6
Class 9 -- Claims of On the Effective Date, or as soon thereafter as
Harcourt: practicable, in full satisfaction of Harcourt's Class
7 Claims (i) Harcourt will receive cash in an amount
equal to $1 million; and (ii) AMCE shall, as to each
of the Harcourt Leases (as defined below) either (a)
agree to become a substitute guarantor of such
Harcourt Lease in exchange for the lessor under such
Harcourt Lease releasing Harcourt from all claims
thereunder or (b) absent such a release of Harcourt by
the applicable lessor, provide an indemnification to
Harcourt against any further liability related to such
Harcourt Lease (which indemnification shall include
any and all costs and liabilities of Harcourt arising
after the Effective Date in connection with a default
under such Harcourt Lease, including but not limited
to reasonable fees of counsel, but shall not include
any guarantee fee or other payment that is not based
upon actual costs incurred by Harcourt in satisfying
or defending its obligations under the applicable
Harcourt Lease). For purposes hereof, "Harcourt Lease"
includes all leases (a) under which Harcourt was the
original tenant, is a guarantor or is otherwise liable
for rent upon GCC's default in payment thereof, (b)
that have not been rejected by GCC as of the date of
this Term Sheet (other than the Erie Commons, Summit
Park and Midway Mall leases, which GCC shall reject
and all three such leases shall not be deemed to be
Harcourt Leases), and (c) that have not previously
been assigned by any of the Debtors to any party other
than an affiliate of the Debtors. Without limiting the
foregoing, none of the Identified Leases shall be
deemed to be a Harcourt Lease. The Harcourt Leases,
which include without limitation the Reserved Leases
(as defined below), shall be assumed as part of the
plan of reorganization, without any payment or subsidy
from Harcourt, and shall be specifically identified in
an exhibit to the plan of reorganization. No
12
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
Harcourt Lease shall be rejected without Harcourt's
consent, unless otherwise agreed by AMCE and Harcourt
in connection with the Harcourt Lease renegotiations
described below.
AMCE acknowledges that Harcourt has paid certain cure
costs to the lessors under the Plaza at Chapel (Unit
496) and Centennial (Unit 942) leases, and Harcourt
will be reimbursed under the plan of reorganization
for such cure costs to the extent such cure costs
would otherwise be required to be paid to such
lessors in connection with the assumption of such
leases, in lieu of any claim with respect to such
cure costs by such lessors.
Harcourt shall also be released from all claims of
the Domestic Banks under the Intercreditor Agreement,
and the Reimbursement and Security Agreement
described therein shall terminate and be of no
further force or effect.
AMCE shall use reasonable commercial efforts (which
shall not be interpreted to require AMCE to pay any
amount other than its own attorneys' fees) to
renegotiate the Harcourt Leases prior to the
Effective Date. Except as provided in the following
sentence, Harcourt shall be entitled to participate
in such renegotiations until the Effective Date, but
direction and control of such renegotiations shall be
at AMCE's sole and absolute discretion. Harcourt
shall not be entitled to participate in renegotiation
of the Springfield, Hollywood Galaxy or Centennial
Lakes leases (the "Reserved Leases"); provided, that
AMCE shall keep Harcourt reasonably informed with
respect to the status of such negotiations and
provided, further, that AMCE shall not seek or obtain
lease concessions on other leases AMCE may have with
the lessors under the Reserved Leases in lieu of
lease concessions under the Reserved Leases without
Harcourt's consent. If the renegotiation of any
Reserved Lease results in an agreement with the
lessor for a replacement lease or lease buyout within
the time frames set forth below, Harcourt will be
entitled to the following: (i) with respect to each
Reserved Lease for which an agreement for a
replacement lease or lease buyout is executed prior
to the Effective Date, Harcourt will be entitled to
receive New AMCE Stock with a Plan Value of $250,000
on the Effective Date; and (ii) with respect to each
Reserved Lease for which AMCE received a written
proposal from the lessor for a replacement lease or
lease buyout prior to the Effective Date and for
which AMCE and such lessor execute
13
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
an agreement for a replacement lease or lease buyout
within six (6) months after the Effective Date on
terms that are at least as favorable to the lessee
(after taking into account any payment to Harcourt
pursuant to this Term Sheet) as those contained in
such proposal, Harcourt will be entitled to receive
New AMCE Stock with a Plan Value of $250,000 within
ten (10) business days following execution of such
post-Effective Date agreement.
Harcourt agrees that it will work cooperatively with
AMCE with respect to the renegotiation of the
Harcourt Leases. Regardless of whether Harcourt
participates in a renegotiation, Harcourt shall
receive the net present value, using a 10% discount
rate, of 50% of any rent reductions (net of
inducement payments, if any, paid by AMCE) that are
renegotiated prior to the Effective Date for any of
the Harcourt Leases (excluding any rent reductions
that may be part of a replacement lease with respect
to a Reserved Lease or a lease buyout of a Reserved
Leases, but otherwise including any rent reduction on
a Reserved Lease). For purposes of the foregoing, a
rent reduction will be deemed to have been
renegotiated prior to the Effective Date if either
(a) the rent reduction is documented by an executed
and fully effective lease amendment (a "Harcourt
Lease Amendment") prior to or on the Effective Date,
or (b) notwithstanding that a Harcourt Lease
Amendment was not obtained by the Effective Date, (1)
the rent reduction was evidenced by a written
proposal from the lessor under the applicable
Harcourt Lease prior to the Effective Date and (2) a
Harcourt Lease Amendment is executed within six (6)
months following the Effective Date that includes
terms that are at least as favorable to the lessee
(after taking into account any payment to Harcourt
pursuant to this Term Sheet) as those contained in
such proposal. Amounts to which Harcourt is entitled
under this paragraph, if any, shall be payable in
cash on the later of (i) the Effective Date, or as
soon thereafter as practicable, or (ii) the date of
execution of the applicable Harcourt Lease Amendment.
Furthermore, except for Springfield Mall, Virginia
(Unit 867); Southlake, Indiana (Unit 875); Ford City,
Illinois (Unit 940); and Bay Plaza, New York (Unit
902), AMCE shall not extend the term of any of the
leases of which Harcourt is a guarantor beyond its
current term, unless Harcourt is provided evidence
reasonably satisfactory to it that it is not liable,
or is removed, as guarantor of the applicable lease
for any such extension
14
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
period.
GCC shall also assign to Harcourt, without
representation or recourse, all of GCC's right, title
and interest in, to and under any collateral or
security, including without limitation any letters of
credit, guaranties and other security or documents
supporting the non-GCC assignee's or subtenant's
liability under any Assigned Leases under which
Harcourt may have contingent liability, whether as a
guarantor, original tenant or otherwise.
Harcourt's (and its affiliates') recovery and
distribution under the Plan shall be exclusively as
set forth in this treatment of Class 7 Allowed
Claims, and Harcourt (and its affiliates) shall not
be entitled to assert any claim in Class 6, whether
in its own name, in the name of a third party
landlord, as subrogee, as assignee or otherwise. As
of the Effective Date of the Plan, Harcourt (and its
affiliates) shall be deemed to have withdrawn any and
all proofs of claim asserted against the GCC Debtors
in any and all such capacities, with prejudice.
Class 10--Common Subject to satisfaction of the Class 10 Participation
Stock Interests Conditions (as defined below), a limited liability
(including any company ("New Investments LLC") will acquire 100% of
Allowed Claims the membership interests in GCCI LLC and, subject to
subordinated to the certain conditions, the equity interests in New
level of common Investments LLC will be distributed to (i) Holders of
stock under section Allowed Interests, (ii) AMCE or its designee and
510(b) of the (iii) investors who participate in a $16,250,000
Bankruptcy Code): equity financing to be conducted by New Investments
LLC, as described in more detail below. Immediately
prior to such acquisition by New Investments LLC, any
investment portfolio assets, any net proceeds
received after the filing of the Plan with respect to
or from the disposition of such assets not initiated
by GCCI LLC and any furniture, fixtures and equipment
that are owned by GCCI Inc. will be transferred to
GCCI LLC, subject to any restrictions on transfers
binding on GCCI Inc. with respect to such
investments.
If and only if the Class 10 Participation Conditions
are satisfied, and not otherwise, Holders of Allowed
Interests shall receive the following consideration
on the Effective Date, or as soon thereafter as
practicable:
Each such Holder shall receive its Pro Rata Share of
(i) $100,000.00 Cash plus (ii) 10.416667% of the
limited liability
15
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
interests (the "LLC Interests") of New Investments
LLC (the "Class 10 Percentage"), which percentage
shall be increased to 14% if the Preferred LLC
Interest Repurchase, as described below, occurs. "Pro
Rata Share" means the percentage calculated by
dividing such Holder's Allowed Common Stock Interest
by the aggregate amount of all Allowed Interests. The
distribution to each such Holder of its LLC Interests
shall be subject to and contingent upon the following
conditions (the "Distribution Conditions"): (i) the
filing of the notification of election on Form N-54A
by New Investments LLC to be subject to the
provisions of Sections 54 through 65 (applicable to
business development companies) of the Investment
Company Act of 1940 (the "BDC Election"), (ii)
effectiveness of the registration of New Investments
LLC on Form 10 under Section 12(g) of the Securities
Exchange Act of 1934 (the "34 Act Registration"), and
(iii) the effectiveness of registration of New
Investment LLC's investment manager (the "Investment
Manager") as an investment adviser under the
Investment Advisers Act of 1940 (the "Adviser Act
Registration"), without, in the case of any of the
BDC Election, the 34 Act Registration or the Adviser
Act Registration, the SEC requiring any changes to
the terms and provisions applicable to New
Investments LLC and the Investment Manager as
described herein or in the Form 10 or indicating that
any such term or provision might violate a provision
of law or regulation or subject New Investments LLC,
the Investment Manager or their respective member,
managers, employees or agents to any liability. If
the Distribution Conditions do not occur, New
Investments LLC shall have the option at the sole
discretion of the Investment Manager to direct that
no LLC Interests shall be distributed to the Holders
of Allowed Interests. If New Investments LLC
exercises such option, (i) the LLC Interests which
would otherwise be distributed to the Holders shall
be held by AMCE, or at AMCE's election, Reorganized
GCX or another of AMCE's designees, (ii) New
Investments LLC shall withdraw or not make, as the
case may be, its BDC Election and 34 Act Registration
and the Investment Manager shall withdraw or not make
the Adviser Act Registration, (iii) New Investments
LLC will operate as an investment company exempt from
registration under the Investment Company Act of 1940
(the "40 Act"), and (iv) the Holders of Allowed
Interests will not receive the Cash distribution
described above. In such event, none of New
Investments LLC, the Investment Manager, the
Reorganized Debtors or AMCE, nor their respective
members, managers,
16
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
employees or agents shall have any liability to the
Holders of Allowed Interests if such Holders do not
receive any distribution of LLC Interests.
It is anticipated that New Investments LLC will file
the Form 10 prior to the Effective Date, and unless
the SEC agrees to accelerated consideration of the
Form 10, the SEC's decision to declare the Form 10
effective under the Securities Exchange Act of 1934
(the "34 Act") shall require at least 60 days from
filing. Because the BDC Election will become
effective upon filing, it is anticipated that New
Investments LLC will make the BDC Election only upon
the effectiveness of the 34 Act Registration.
Accordingly, any distribution of LLC Interests to
Holders of Allowed Interests may be delayed until
several months after confirmation until the
Distribution Conditions have been fulfilled or
waived.
The remaining equity interests in New Investments LLC
will be a special class of equity interests (the
"Preferred LLC Interests") which will be owned by
AMCE, or at AMCE's election, Reorganized GCX or
another of AMCE's designees. The Preferred LLC
Interests will represent 25.595238% of the equity of
New Investments LLC and will be entitled to receive a
distribution priority in an amount equal to $6.5
million (the "Preferred LLC Priority Amount"). The
Preferred LLC Interests will further be subject to an
option in favor of New Investments LLC to purchase
all, but not less than all, of such Preferred LLC
Interests for $6.5 million in Cash within 30 days
(the "Option Period") after the Effective Date. In
the event such option is not exercised, AMCE or its
designee shall have the right to put such Preferred
LLC Interests to New Investments LLC at any time
during the seven (7) day period after the expiration
of the Option Period for such $6.5 million amount.
(The exercise of either of such option or such put is
referred to as the "Preferred LLC Interest
Repurchase.") New Investments LLC shall not incur
debt or grant liens upon its assets without the
consent of the holders of the Preferred LLC Interests
while they remain outstanding. It is anticipated that
the Preferred LLC Interest Repurchase will occur
prior to the BDC Election.
Notwithstanding anything to the contrary contained
herein, in the event that any impaired Class of
Claims does not accept the Plan, and the Bankruptcy
Court determines that the proposed treatment of Class
10 as set forth herein violates the
17
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
provisions of section 1129(b)(2) of the Bankruptcy
Code with respect to the treatment of such
nonaccepting Class, the treatment of Class 10 shall
be modified in any manner elected by AMCE to the
extent necessary to cause the Plan not to violate the
provisions of section 1129(b)(2) of the Bankruptcy
Code. In addition, if any party in interest objects
to the treatment of Class 10 as set forth herein and
the Bankruptcy Court sustains such objection, then
the Holders of Allowed Interests shall receive no
consideration under the Plan. As a matter of
disclosure but not as an obligation under or pursuant
to the Plan, in such event Reorganized GCCI Inc.
would retain all of its interest in GCCI LLC on the
Effective Date but AMCE would intend to cause the
sale of such interest to New Investments LLC after
the Effective Date for $6.5 million. All Existing GCX
Common Stock shall be deemed cancelled on the
Effective Date.
If (a) prior to February 4, 2002, members of
the family of Richard A. Smith or their affiliates
(the "Smith Family") and New Investments LLC have not
executed an agreement obligating the Smith Family to
provide the Equity Financing and New Investments LLC
to consummate the transactions described herein with
respect to the Class 10 treatment, subject only to
the conditions described herein, or (b) prior to the
Confirmation Date, the $16,250,000 to be raised in
the Equity Financing has not been invested in or
committed to New Investments LLC (the "Class 10
Participation Conditions"), the Holders of Allowed
Interests shall receive no consideration under the
Plan.
The following sets forth additional information and
terms regarding New Investments LLC, and its
acquisition of the equity interests in GCCI LLC. Any
changes to the following information and terms will
be reflected in the Plan Documentary Supplement to be
filed prior to the Confirmation Date which will
include, among other documents, the LLC Operating
Agreement for New Investments LLC and the Investment
Management Agreement with New Investment LLC's
Investment Manager. To the extent of any
inconsistency between the Plan and the Plan
Documentary Supplement, the terms of the Plan
Documentary Supplement shall govern.
1. New Investments LLC.
18
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
(a) New Investments LLC will be formed by members of
the family of Richard A. Smith or their affiliates
(the "Smith Family"), and will conduct an equity
financing of its LLC Interests, as described below.
The Smith Family includes, in addition to Richard A.
Smith, certain family members and related trusts,
charitable foundations and other entities that
collectively own approximately 28% of the outstanding
shares of GCX's Common Stock. Richard A. Smith
formerly served as Chairman and Chief Executive
Officer of GCX, and his son, Robert A. Smith,
formerly served as President and Chief Operating
Officer of GCX. John Berylson is the son-in-law of
Richard A. Smith.
(b) If the Distribution Conditions have been
fulfilled, New Investments LLC will be subject to all
the regulatory requirements and operational
restrictions applicable to a business development
company under the 40 Act. A business development
company is a type of closed-end investment company
and, as such, will not issue or have outstanding
redeemable securities. Business development companies
operate for the purpose of providing venture capital
financing and making available significant managerial
assistance to certain private or financially troubled
businesses. In recognition of the particular needs of
venture capital investment companies, the regulation
of business development companies under the 40 Act is
generally more flexible and less burdensome than that
applicable to traditional investment companies
regulated by the 40 Act. As a business development
company, New Investments LLC will also be required to
file annual, quarterly and similar reports pursuant
to Section 13 of the 34 Act.
(c) In order to avoid taxation of New Investments LLC
as a corporation, no interests in New Investments LLC
will be publicly tradable.
(d) New Investments LLC's business purpose will be to
manage and liquidate the investments of its portfolio
companies and to make additional investments in such
portfolio companies. New Investments LLC will not
make any investments in any companies other than such
portfolio companies or their respective affiliates or
successors.
2. Chestnut Hill Capital Partners LLC ("CHCP"). CHCP
owns 1% of the LLC interests of GCCI LLC. Prior to
the
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January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
Effective Date, John Berylson and Demos Kouvaris, who
own 100% of the LLC interests of CHCP, will transfer
at GCX's direction all such CHCP LLC interests to
GCCI Inc., free and clear of all liens and
encumbrances (the "CHCP Transfer"), after which GCCI
Inc. will directly and indirectly own 100 % of the
LLC interests in GCCI LLC. The CHCP Transfer shall be
in full satisfaction of loans owed to GCX in the
principal amount of $419,309 by John Berlyson and in
the principal amount of $55,292 by Demos Kouvaris,
together with all interest (or other fees and
expenses, if any) accrued on (or with respect to)
such loans. New Investments LLC shall indemnify and
hold GCCI Inc. harmless against any loss or expense
incurred by GCCI Inc. with respect to CHCP
liabilities (other than liabilities to the Debtors),
if any.
3. Acquisition of GCCI LLC. Subject to the Class 10
Participation Conditions, New Investments LLC will
acquire from GCCI Inc. and CHCP 100% of the interests
(including carried interests) in GCCI LLC, free and
clear of all liens, encumbrances and security
interests of any kind (including any security
interests held by GCX), in consideration for the
issuance to GCCI Inc. of the Preferred LLC Interest
and the Class 10 Percentage of the LLC Interests (the
"Class 10 LLC Interests"). If the Distribution
Conditions occur, the Class 10 LLC Interests will be
distributed to the Holders of Allowed Interests. On
the Effective Date, the assets of GCCI LLC will
include (i) the portfolio investments of GCCI LLC and
GCCI Inc. as listed in Section I.6.b of the
Disclosure Statement, (ii) the proceeds, if any, of
any disposition of any of such investments received
after filing of the Plan with respect to or from a
disposition of such assets not initiated by GCCI LLC,
net of taxes on gains from such disposition and
transaction expenses, if any, and net of new capital
invested in the investment assets after filing of the
Plan, if any, and (iii) any furniture, fixture and
equipment assets of GCCI Inc. that are used
exclusively for conducting GCX's investment business.
4. Offering for $16,250,000 to Fund the Portfolio and
its Operations.
(a) As a condition to the acquisition by New
Investments LLC of the equity interests in GCCI LLC,
New Investments LLC shall have raised in an equity
financing (the "Equity Financing") $16,250,000 in
invested or committed capital. Investors in the
Equity Financing will receive LLC Interests in
20
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
New Investments LLC, which LLC Interests will
represent, after the issuance of the Preferred LLC
Interests and the Class 10 LLC Interests, 63.988095%
of the equity of New Investments LLC. In the event
the Preferred LLC Interest Repurchase occurs, the LLC
Interests acquired by the investors in the Equity
Financing will represent 86% of the equity of New
Investments LLC.
(b) The Debtor understands that the Smith Family, and
certain affiliated trusts of the Smith Family
(collectively, the "Smith Investors"), together with
John Berylson, and certain family members and
affiliated trusts of John Berylson (collectively, the
"Berylson Investors"), intend to commit the full
$16,250,000 subject to the terms and conditions
described herein. Of this amount, it is anticipated
that the Berylson Investors will invest at least
$5,000,000. Notwithstanding the foregoing, holders of
Allowed Class 5 Claims who are "qualified
institutional buyers," as that term is defined in
Rule 144A promulgated pursuant to the Securities Act
of 1933, shall be entitled to participate in the
Equity Financing in an amount of up to $6,250,000.
Such holders of Allowed Class 5 Claims shall be
entitled to participate in such amount pro rata in
proportion to the amount of their Allowed Class 5
Claims and shall have over-subscription rights to the
extent other holders of Allowed Class 5 Claims do not
subscribe for their respective pro rata shares. Any
amounts which holders of Allowed Class 5 Claims elect
to purchase shall reduce the amount otherwise
available to the Smith Investors and the Berylson
Investors. New Investments LLC shall also reserve the
right to permit other investors to acquire LLC
Interests in the Equity Financing to the extent that
the Smith Investors and the Berylson Investors agree
not to purchase any LLC Interests not acquired by the
Holders of Allowed Class 5 Claims.
(c) The Berylson Investors and the Smith Investors
will require as a condition to proceeding with the
transactions described herein that (i) the
Confirmation Order will provide that, based on AMCE's
exercise of its right under Section 10.2 of the Plan
to elect to have the Claim of John Berylson in the
sum of $2,327,225.71 treated as a Class 6 Unsecured
Claim Allowed in full, such Claims will be so
treated, conditioned upon consummation of the
Preferred LLC Interest Repurchase, and (ii) the CHCP
Transfer and related loan satisfaction has occurred.
Except for such Claim of John Berylson, the Claim of
Demos Kouvaris in the sum of $117,109, any vested
21
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
employee pension benefits under GCX's defined benefit
pension plan or 401(k) plan that either may have and
any salary and employee benefits (not to include in
any event any severance, SERP or supplemental
executive medical benefits) accrued and unpaid since
their hire by GCX or GCCI Inc. post-petition and
through the Effective Date, the obligations of the
Debtors to proceed with the transactions contemplated
herein shall be subject to the waiver and release by
each of Messrs. Berylson and Kouvaris and by CHCP of
any other Claims of any kind any of them may hold,
including without limitation any employment, deferred
compensation, severance or pool payment Claims.
5. Investment Manager and Management Fee
(a) A management company (the "Investment Manager")
will be formed which will serve as the investment
manager to New Investments LLC. The Investment
Manager will be owned and controlled by John Berylson
and Demos Kouvaris, who are currently the principals
of CHCP and manage the investment activities of GCCI
Inc. and GCCI LLC.
(b) The Investment Manager will enter into an
investment advisory and management agreement (the
"Investment Management Agreement") with New
Investments LLC and will receive an annual fee of 2%
per year of the net asset value of New Investments
LLC, subject to a minimum fee of $1,100,000 necessary
to cover the expenses, including salaries, of the
Investment Manager. This fee will be paid for a
period of four years. Thereafter, the minimum annual
fee will be $500,000 until all investments have been
liquidated. If in any year the $1,100,000 or $500,000
minimum, as the case may be, exceeds 2% of the net
asset value of New Investments LLC, such excess shall
be credited towards the 2% in any year in which the
2% exceeds the minimum for such year, but only to the
extent of such excess. Other expenses of New
Investments LLC, such as legal, auditing and
regulatory compliance fees, will be paid directly by
New Investments LLC.
(c) If the Distribution Conditions occur and the
Class 10 LLC Interests are distributed to the Holders
of Allowed Interests, the Investment Management
Agreement (i) will be for an initial term of two
years and be subject to annual renewals thereafter
with the approval of the Board of
22
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
Managers and the "disinterested managers" of New
Investments LLC or the outstanding voting securities
holders of New Investments LLC in accordance with
Section 15 of the 40 Act, and (ii) will be subject to
termination upon 60 days notice, also as provided in
Section 15 of the 40 Act. If the Class 10 LLC
Interests are not distributed to the Holders of
Allowed Interests and New Investments LLC does not
make the BDC Election, the Investment Management
Agreement will be for an initial term of two years
and subject to annual renewals thereafter with the
approval of the Board of Managers.
(d) If New Investments LLC will be qualified as a
business development company, Investment Manager will
be required to register as an investment adviser
under the Investment Advisers Act of 1940.
6. Distributions. All distributions made by New
Investments LLC, including distributions upon
liquidation of New Investments LLC, will be made in
the following order of priority assuming the
Preferred LLC Interest Repurchase has occurred:
First, 100% to the holders of LLC Interests pro rata
until they have received aggregate distributions
equal to their Initial Capital Amounts. The "Initial
Capital Amounts" for the investors in the Equity
Financing will equal in the aggregate $16,250,000 and
for the Holders of Allowed Interests, assuming the
distribution to such holders occurs, will equal in
the aggregate $2,645,348.80.
Second, 100% to the holders of LLC Interests pro rata
until they have received aggregate distributions
equal to a 6% return, compounded annually, on their
Initial Capital Amounts.
Third, 100% to the Investment Manager until the
Investment Manager has received aggregate
distributions equal to 20% of the amounts distributed
pursuant to the foregoing clause Second and this
clause Third.
Fourth, 80% to the holders of LLC Interests and 20%
to the Investment Manager. (The distribution payable
to the Investment Manager pursuant to the foregoing
clause Third and this clause Fourth is referred to as
the "Carried Interest").
23
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
The Investment Manager's right to receive the Carried
Interest shall be fully vested upon the issuance of
such interest in recognition of the fact that, with
the assistance and advice of the Investment Manager,
New Investments LLC will have concurrently with the
closing of the transactions contemplated hereby
acquired the entire portfolio of securities (subject
to follow-on investments) that New Investments LLC
will acquire.
7. Board Composition and Control of New Investments
LLC.
(a) If holders of Allowed Class 5 Claims invest at
least $3,000,000 in the Equity Financing, the Board
of Managers of New Investments LLC will include the
following three interested managers: a representative
of the Berylson Investors, who shall initially be
John Berylson; a representative of the Smith
Investors, who shall initially be Richard Smith; and
a representative of the holders of Allowed Class 5
Claims who represent a majority of the LLC Interests
purchased by such holders. The Board of Managers will
also include four disinterested managers to be
designated prior to confirmation and who shall be
nominated and elected by the holders of a majority of
the LLC Interests in New Investments LLC. If holders
of Allowed Class 5 Claims do not invest at least
$3,000,000 in the Equity Financing, the Board of
Managers of New Investments LLC will include the
following two interested managers: a representative
of the Berylson Investors, who shall initially be
John Berylson; and a representative of the Smith
Investors, who shall initially be Richard Smith. In
such event, the Board of Managers will also include
three "disinterested managers" to be designated prior
to confirmation and who shall be nominated and
elected by the holders of a majority of the LLC
Interests in New Investments LLC. Each member of the
Board shall serve for a five-year term, and any
replacements upon resignation or removal of a member
shall be made by the parties entitled to appoint such
member in the first instance. In the event the
Distribution Conditions do not occur, or are not
waived, and accordingly the BDC Election is not made,
the Board of Managers may not include any
disinterested managers, and additional managers may
be appointed with the consent of a majority of the
holders of LLC Interests.
24
January 28, 2002
TERM SHEET FOR THE ACQUISITION OF GCC BY AMCE
(b) Pursuant to the terms of the Investment
Management Agreement, the Investment Manager will
have the discretion to make disposition decisions
with regard to portfolio investments held by New
Investments LLC, and shall also make recommendations
to the Board of Managers regarding additional
investments in such portfolio companies. The approval
by the Board of Managers shall be required for any
additional investments. There will be no limitation
on the types of investments that may be recommended
by New Manager LLC, as long as such investments are
in companies which are then portfolio companies of
New Investments LLC. The approval of the Board of
Managers of New Investments LLC will also be required
prior to New Investments LLC's reinvesting the
proceeds of any liquidated investments, raising any
capital of any kind, distributing any investments in
kind or retaining reserves or other amounts from the
cash proceeds of a liquidity event which will
otherwise be distributed pursuant to the distribution
provisions discussed above.
8. Voting Rights of Holders of LLC Interests. Each
holder of an LLC Interest is entitled to a vote
proportionate to such holder's percentage share of
the equity of New Investments LLC for the election of
members of the Board of Managers. All voting rights
for the election of such members are noncumulative,
which means that the holders of more than 50% of the
LLC Interests can elect 100% of the managers then
nominated for election if they choose to do so and,
in such event, the holders of the remaining LLC
Interests will not be able to elect any managers.
9. Board Composition of Investment Manager. The Board
of Managers of the Investment Manager will be such
individuals as may be designated by Messrs. Berylson
and Kouvaris, who will own 100% of the Investment
Manager.
Class 10 -- Common The holders of Common Stock Options shall receive no
Stock Options: distribution. On the Effective Date all Common Stock
Options and any other equity interests will be
canceled.
25
January 28, 2002
TERM SHEET -- NEW AMCE NOTES
9.5% Senior Subordinated Notes due 2011
EXISTING ISSUE: $225 million principal amount of 9.5% Senior Subordinated
Notes due 2011 of AMC Entertainment Inc. (the "Notes").
ISSUER: AMC Entertainment Inc. ("AMCE" or the "Company").
COUPON: 9.5%, payable twice annually on February 1st and August 1st.
MATURITY DATE: February 1, 2011.
OPTIONAL The Company may redeem the notes at its option, in whole or in
REDEMPTION: part, at any time after February 1, 2004 at 104.75% of the
principal thereof, declining ratably to 100.00% of the
principal amount thereof on or after February 1, 2007, plus in
each case interest accrued to the redemption date.
CHANGE OF Upon a Change of Control, the holders of the Notes will have
CONTROL: the right to require AMCE to repurchase the Notes at a price
equal to 101% of the principal amount thereof plus accrued and
unpaid interest to the date of repurchase.
RANKING: The Notes are unsecured senior subordinated indebtedness
ranking pari passu with all of AMCE's existing and future
senior subordinated indebtedness. The payment of all
obligations in respect of the Notes will be subordinated in
right of payment to the prior payment in full in cash or cash
equivalents of all senior indebtedness. As of June 28, 2001,
AMCE had approximately $73.2 million of net senior
indebtedness and $199 million of pari passu indebtedness
outstanding. In addition, the Notes are effectively
subordinated to all liabilities of AMCE's subsidiaries,
including trade payables but excluding: (i) intercompany
obligations; (ii) liabilities under guarantees of AMCE's
obligations; and (iii) obligations under operating leases and
other obligations not reflecting in AMCE's consolidated
financial statements.
CERTAIN The indenture contains certain covenants that, among other
COVENANTS: things, restricts AMCE's ability and the ability of AMCE's
subsidiaries to: (i) incur additional indebtedness; (ii) pay
dividends or make distributions in respect of capital; (iii)
purchase or redeem capital stock; (iv) enter into transactions
with certain affiliates; (v) become liable for any
indebtedness that is subordinate or junior in right of payment
to any
THESE SECURITIES ARE THE SAME AS THE EXISTING PUBLICLY TRADED ISSUE, WHICH
INDENTURE PROVIDES FOR THE ABILITY TO ADD UP TO $100 MILLION OF ADDITIONAL
SECURITIES - THIS TERM SHEET IS QUALIFIED IN ITS ENTIRETY BY THE DESCRIPTION OF
THE NOTES IN AMCE'S SEC FILINGS, WHICH ARE INCORPORATED BY REFERENCE
January 28, 2002
TERM SHEET -- NEW AMCE NOTES
9.5% Senior Subordinated Notes due 2011
senior indebtedness and senior in right of payment to the
Notes; or (vi) consolidate, merge or sell all or substantially
all of AMCE's assets, other than in certain transactions
between one or more of AMCE's wholly-owned subsidiaries and
AMCE.
THESE SECURITIES ARE THE SAME AS THE EXISTING PUBLICLY TRADED ISSUE, WHICH
INDENTURE PROVIDES FOR THE ABILITY TO ADD UP TO $100 MILLION OF ADDITIONAL
SECURITIES - THIS TERM SHEET IS QUALIFIED IN ITS ENTIRETY BY THE DESCRIPTION OF
THE NOTES IN AMCE'S SEC FILINGS, WHICH ARE INCORPORATED BY REFERENCE
January 28, 2001
EXHIBIT A - IDENTIFIED LEASES
UNIT # THEATRE NAME
410 Pga
414 Gwinnett Place
421 Westdale
449 Galleria
466 Dublin Place
471 Coral Square
474 Central Park
476 Northland
477 Burnhaven
482 Pinellas Square
484 Point Nasa
493 Regency
499 Lindbergh
507 Janaf
514 Lakeside (2 Units)
662 Wyoming Valley
691 Columbia City
704 Lakehurst
713 Rutgers
716 Deerbrook
804 Crosscreek Mall
806 Erie Commons
809 Shelard Park
829 Mercer Mall
834 Lakeside (2 Units)
837 Hanes Mall
841 Wyoming Valley
846 Lafayette Sq
853 Merchants Walk
861 San Mateo
869 Sandy Springs 8
872 Summit Park
876 Columbia Mall
877 Chestefield
883 Westland
887 Colonial
888 Arlington Park
889 Ridgmar Town Sq
892 Eastland
894 Mall Of Memphis
901 Crossroads East
908 Lincoln Plaza 8
910 Esplanade Mall
THIS LISTING OF THE IDENTIFIED LEASES IS FOR PURPOSES OF DEFINING POTENTIAL
CLAIMS UNDER THIS TERM SHEET ONLY AND DOES NOT CREATE ANY RIGHTS IN ANY THIRD
PARTY, INCLUDING WITHOUT LIMITATION ANY LESSORS UNDER THE IDENTIFIED LEASES
January 28, 2002
EXHIBIT A - IDENTIFIED LEASES
912 Highland 10
915 Pembroke
918 Gateway Center
921 Mission Bay
923 Hairston
925 Fountains 8
928 Richardson
930 Pleasant Valley
934 Great Hills
939 Altamonte 8
941 Midway Mall
947 Lake Mary
952 Canton Cinema
953 Fashion Square
954 Market 7
955 Pittsford
THIS LISTING OF THE IDENTIFIED LEASES IS FOR PURPOSES OF DEFINING POTENTIAL
CLAIMS UNDER THIS TERM SHEET ONLY AND DOES NOT CREATE ANY RIGHTS IN ANY THIRD
PARTY, INCLUDING WITHOUT LIMITATION ANY LESSORS UNDER THE IDENTIFIED LEASES