Exhibit
10.2


 


Execution Copy


 


December 29, 2008


 


AMENDMENT
TO STOCK PURCHASE AGREEMENT


 


between


 


Entretenimiento GM de México S.A. de C.V.


Edificio Parque Reforma


Campos Elíseos # 400


Piso 18


Col. Lomas de Chapultepec


11560 México, D. F.


 


and


 


AMC Entertainment Inc.


AMC Netherlands HoldCo B.V.


LCE Mexican Holdings, Inc.


AMC Europe S.A.


920 Main


Kansas City, Missouri 64105


USA


 


Re:                             Grupo
Cinemex, S.A. de C.V.


 


Reference
is made to the Stock Purchase Agreement dated as of November 5, 2008 (the “Agreement”)
among Entretenimiento GM de México, S.A. de C.V. (“Buyer”), AMC Netherlands
HoldCo B.V., LCE Mexican Holdings, Inc. and AMC Europe S.A. (the “Sellers”).  Capitalized terms are used with the same
meaning as set forth in the Agreement. 
This amendment amends the Agreement in accordance with Section 12.7
of the Agreement and is a Transaction Document within the meaning of the
Agreement.


 


The
Agreement shall be amended as follows:


 


1.               Cadena Loan.  On the
Closing Date, CME will lend to Buyer (simultaneous with the occurrence of the
Closing) an amount equal to US$5,140,553.00 (the “CME Loan”) pursuant to a loan
agreement (the “CME Loan Agreement”) to be entered into between CME and Buyer,
a copy of which shall be provided by Buyer to Sellers on the Closing Date. Sellers
shall cause the CME Loan and the CME Loan Agreement and the funding of the CME
Loan to be approved by the shareholders’ meeting of CME and such approval to be
evidenced by the shareholder’s meeting resolutions of CME delivered to Buyers
pursuant to Section 2.5(d)(i)(C) of the Agreement. Pursuant to the
CME Loan Agreement, Buyer shall 


 

















 


execute and deliver to CME on or prior to the Closing Date a
disbursement and wire instructions letter in form and substance reasonably
acceptable to CME which will provide Buyer’s instructions to CME to wire
transfer the aggregate amount of the CME Loan upon funding to Sellers, on Buyer’s
behalf, as partial payment of the Closing Proceeds, a copy of which shall be
provided to Sellers as a Closing deliverable pursuant to Section 2.5(d)(ii) of
the Agreement.


 


2.               Exclusion from Certain Calculations.  Notwithstanding
anything in the Agreement to the contrary, the aggregate amount of the CME Loan
and the funding thereof shall be excluded from the calculation of Aggregate Working
Capital and Cash and Cash Equivalents for all purposes of the Agreement.


 


3.               Certain Waivers.  Buyer
hereby waives compliance by the Sellers with any covenant in the Agreement
restricting the ability CME to approve, make and fund the CME Loan and the CME
Loan Agreement, including Sections 5.2 and 5.3 of the Agreement, and Buyer
further waives any breach of any representation and warranty made by Sellers in
the Agreement caused primarily by the approval, making and funding of the CME
Loan and the CME Loan Agreement.


 


4.               Amendment to the Address
for  Notices to Entretenimiento.  Section 12.4 of the Agreement is hereby
amended by replacing the address for notices to Entretenimiento with the
following:


 


	
  Entretenimiento:

  
	
   

  	
   

  
	
   

  	
  Edificio
  Parque Reforma

  
	
   

  	
  Campos
  Eliseos # 400, piso 12

  
	
   

  	
  Col. Lomas
  de Chapultepec

  
	
   

  	
  11560
  Mexico, D.F.

  
	
   

  	
  Attention:
  Alberto de la Parra

  
	
   

  	
  Facsimile
  No.:  +52 (55) 5246-3742

  
	
   

  	
   

  
	
  with a copy
  to:

  
	
   

  	
   

  
	
   

  	
  Galicia y
  Robles, S.C.

  
	
   

  	
  Torre Del
  Bosque

  
	
   

  	
  Blvd. Manuel
  Avila Camacho No. 24, 7° Piso

  
	
   

  	
  11000
  Mexico, D.F.

  
	
   

  	
  Attention:
  Christian Lippert H.

  
	
   

  	
  Facsimile
  No.:  +52 (55) 5540-9202 x 2233

  
			



 

















 


	
   

  	
  Skadden, Arps, Slate, Meagher & Flom LLP

  
	
   

  	
  Four Times
  Square

  
	
   

  	
  New York,
  New York 10036

  
	
   

  	
  Attention:
  Alejandro Radzyminski

  
	
   

  	
  Facsimile
  No.:  +1 (917) 777-3702

  



 


Except
as provided in this amendment, the Agreement shall remain unchanged and in full
force and effect.  This amendment shall
be governed by and construed in accordance with the laws of the State of New
York.


 


[Remainder of page left blank intentionally.]


 

















 


Agreed to as of the date first set forth above:


 


	
   

  	
   

  
	
   

  	
  AMC Entertainment Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
   

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LCE Méxican Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
   

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMC Netherlands Holdco B.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
   

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMC Europe S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
   

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Entretenimiento GM de México, S.A. de

  
	
   

  	
  C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alfredo Casar

  
	
   

  	
   

  	
  Alfredo Casar

  
	
   

  	
   

  	
  Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ José Martí

  
	
   

  	
   

  	
  José Martí

  
	
   

  	
   

  	
  Attorney-in-fact