Exhibit 4.2


 


AMC ENTERTAINMENT
INC.


 


11% Senior Subordinated
Notes due 2016


 


REGISTRATION
RIGHTS AGREEMENT


 


January 26, 2006


 


CREDIT SUISSE SECURITIES (USA) LLC


CITIGROUP GLOBAL MARKETS INC.


J.P. MORGAN SECURITIES INC.


 


As
Representatives of the Initial Purchasers


c/o Credit Suisse Securities
(USA) LLC


Eleven Madison Avenue


New York, New York 10010-3629


 


Ladies and Gentlemen:


 


AMC Entertainment Inc., a corporation organized under
the laws of Delaware (the “Company”),
proposes to issue and sell to certain purchasers (the “Initial
Purchasers”), for whom you (the “Representatives”)
are acting as representatives, its 11% Senior Subordinated Notes due 2016,
together with any related Guarantees (such Guarantees to be provided on the Issue
Date) (the “Securities”), upon the terms
set forth in the purchase agreement, between the Company and the
Representatives, dated January 19, 2006 (the “Purchase
Agreement”), relating to the initial placement of the Securities
(the “Initial Placement”).  The Securities and the New Securities (as
defined herein) will be guaranteed on a senior unsecured basis by the
Guarantors (as defined herein).  To
induce the Initial Purchasers to enter into the Purchase Agreement and to
satisfy a condition of your obligations thereunder, the Company and the
Guarantors from time to time party hereto agree with you for your benefit and
the benefit of the holders from time to time of the Securities (including the
Initial Purchasers) and the Market Maker (as defined herein), as follows:


 


1.                                       Definitions.  Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement.  As used in this Agreement,
the following capitalized defined terms shall have the following meanings:


 


“Act” shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated
thereunder.


 


“Affiliate” of any specified Person shall mean any
other Person that, directly or indirectly, is in control of, is controlled by,
or is under common control with, such specified Person.  For purposes of this definition, control of a
Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise; and the terms “controlling” and “controlled” shall have meanings
correlative to the foregoing.


 

















 


“Broker-Dealer” shall mean any broker or dealer
registered as such under the Exchange Act.


 


“Business Day” shall mean any day other than a
Saturday, a Sunday or a legal holiday or a day on which banking institutions or
trust companies are authorized or obligated by law to close in New York City.


 


“Commission” shall mean the Securities and Exchange
Commission.


 


“Exchange Act” shall mean the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder.


 


“Exchange Offer” shall mean the exchange offer by the
Company of Securities in exchange for New Securities pursuant to Section 2(b) hereof.


 


“Exchange Offer Registration” shall mean a
registration under the 1933 Act effected pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration Period” shall mean the
one-year period following the consummation of the Registered Exchange Offer,
exclusive of any period during which any stop order shall be in effect
suspending the effectiveness of the Exchange Offer Registration Statement.


 


“Exchange Offer Registration Statement” shall mean a
registration statement of the Company on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to
such registration statement, including post-effective amendments thereto, in
each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated by reference therein.


 


“Exchanging Dealer” shall mean any Holder (which may
include any Initial Purchaser) that is a Broker-Dealer and elects to exchange
for New Securities any Securities that it acquired for its own account as a
result of market-making activities or other trading activities (but not
directly from the Company or any Affiliate of the Company).


 


“Existing Notes” shall mean AMC Entertainment Inc.’s Senior
Floating Rate Notes due 2010, 85/8% Senior Notes due
2012, 91/2% Senior Subordinated Notes due 2011, 97/8%
Senior Subordinated Notes due 2012 and 8% Senior Subordinated Notes due 2014.


 


“Final Memorandum” shall have the meaning set forth in
the Purchase Agreement.


 


“Guarantees” shall mean the guarantees by the
Guarantors of the Company’s obligations under the Securities and the New
Securities entered into on or after the Issue Date.


 


“Guarantors” shall mean the subsidiaries of the
Company that execute a Guarantee under the Indenture on or after the Issue Date.


 


“Holder” shall mean the Initial Purchasers, for so
long as they own any Securities or New Securities, and each of the successors,
assigns and direct and indirect transferees who become


 


2

















 


owners of Securities or New Securities under the
Indenture; provided that for purposes of Sections 6
and 7 of this Agreement, the term “Holders” shall include, where the context
requires, the Market Maker.


 


“Indenture” shall mean the Indenture relating to the
Securities, dated as of January 26, 2006, among the Company, the
guarantors party thereto from time to time and HSBC Bank USA, National
Association, as trustee, as the same may be amended from time to time in
accordance with the terms thereof.


 


“Initial Placement” shall have the meaning set forth
in the preamble hereto.


 


“Initial Purchasers” shall have the meaning set forth
in the preamble hereto.


 


“Issue Date” shall mean the date on which the
Securities are initially issued.


 


“Losses” shall have the meaning set forth in Section 8(e) hereof.


 


“Majority Holders” shall mean the Holders of a
majority of the aggregate principal amount of Securities (or, after the
consummation of any Exchange Offer in accordance with Section 2 hereof, of
New Securities) registered under a Registration Statement.


 


“Managing Underwriters” shall mean the investment
banker or investment bankers and manager or managers that shall administer an
underwritten offering.


 


“Market Maker” shall have the meaning set forth in Section 6(a) hereof.


 


“Market Maker’s Information” shall have the meaning set
forth in Section 6(d) hereof.


 


“Market Making Registration Statements” shall mean the
registration statements referred to in Section 6(a)(i) hereof and all
amendments and supplements to any such registration statement, including
post-effective amendments, in each case including any Prospectus contained
therein, all exhibits thereto and any document incorporated by reference
therein.


 


“New Securities” shall mean debt securities of the
Company identical in all material respects to the Securities (except that the
cash interest and interest rate step-up provisions and the transfer
restrictions shall be modified or eliminated, as appropriate) and to be issued
under the Indenture.


 


“Prospectus” shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the
Act), as amended or supplemented by any prospectus supplement, with respect to
the terms of the offering of any portion of the Securities or the New
Securities covered by such Registration Statement, and all amendments and
supplements thereto and all material incorporated by reference therein.


 


“Purchase Agreement” shall have the meaning set forth
in the preamble hereto.


 


3

















 


“Registered Exchange Offer” shall mean the proposed
offer of the Company to issue and deliver to the Holders of the Securities that
are not prohibited by any law or policy of the Commission from participating in
such offer, in exchange for the Securities, a like aggregate principal amount
of the New Securities.


 


“Registration Statement” shall mean any Exchange Offer
Registration Statement, Shelf Registration Statement or Market Making
Registration Statement that covers any of the Securities, New Securities, or
Existing Notes, as applicable, pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.


 


“Securities” shall have the meaning set forth in the
preamble hereto.


 


“Shelf Registration” shall mean a registration
effected pursuant to Section 3 hereof.


 


“Shelf Registration Period” has the meaning set forth
in Section 3(b)(ii) hereof.


 


“Shelf Registration Statement” shall mean a “shelf”
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Securities or New Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any
similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.


 


“Trustee” shall mean the trustee with respect to the
Securities under the Indenture.


 


“underwriter” shall mean any underwriter of Securities
in connection with an offering thereof under a Shelf Registration Statement.


 


2.                                       Registered
Exchange Offer.  (a)  The
Company and the Guarantors shall prepare and, not later than 120 days after the
Issue Date (or if such 120th day is not a Business Day, the next succeeding
Business Day), shall file with the Commission the Exchange Offer Registration
Statement with respect to the Registered Exchange Offer.  The Company and the Guarantors shall use their
respective commercially reasonable efforts to cause the Exchange Offer
Registration Statement to become effective under the Act within 210 days of the
Issue Date (or if such 210th day is not a Business Day, the next succeeding
Business Day).


 


(b)                                 Upon
the effectiveness of the Exchange Offer Registration Statement, the Company and
the Guarantors shall promptly commence the Registered Exchange Offer, it being
the objective of such Registered Exchange Offer to enable each Holder electing
to exchange Securities for New Securities (assuming that such Holder is not an
Affiliate of the Company, acquires the New Securities in the ordinary course of
such Holder’s business, has no arrangements with any Person to participate in
the distribution of the New Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer)
to trade such New Securities from and after their receipt without any
limitations


 


4

















 


or restrictions
under the Act and without material restrictions under the securities laws of a
substantial proportion of the several states of the United States.


 


(c)                                  In
connection with the Registered Exchange Offer, the Company and the Guarantors
shall:


 


(i)                                     mail
to each Holder a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and
related documents;


 


(ii)                                  keep
the Registered Exchange Offer open for not less than 30 days and not more than
45 days after the date notice thereof is mailed to the Holders (or, in each
case, longer if required by applicable law);


 


(iii)                               use
their respective commercially reasonable efforts to keep the Exchange Offer
Registration Statement continuously effective under the Act, supplemented and
amended as required, under the Act to ensure that it is available for sales of
New Securities by Exchanging Dealers during the Exchange Offer Registration
Period;


 


(iv)                              utilize
the services of a depositary for the Registered Exchange Offer with an address
in the Borough of Manhattan in New York City, which may be the Trustee or an
Affiliate of the Trustee;


 


(v)                                 permit
Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last Business Day on which the Registered
Exchange Offer is open;


 


(vi)                              prior
to effectiveness of the Exchange Offer Registration Statement, provide a
supplemental letter to the Commission (A) stating that the Company is
conducting the Registered Exchange Offer in reliance on the position of the
Commission in Exxon Capital Holdings Corporation (pub. avail. May 13,
1988) and, Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991); and (B) including a representation that the Company has not entered
into any arrangement or understanding with any Person to distribute the New
Securities to be received in the Registered Exchange Offer and that, to the
best of the Company’s information and belief, each Holder participating in the
Registered Exchange Offer is acquiring the New Securities in the ordinary
course of business and has no arrangement or understanding with any Person to
participate in the distribution of the New Securities; and


 


(vii)                           comply
in all respects with all applicable laws.


 


(d)                                 As
soon as practicable after the close of the Registered Exchange Offer, the
Company and the Guarantors shall:


 


(i)                                     accept
for exchange all Securities tendered and not validly withdrawn pursuant to the
Registered Exchange Offer;


 


5

















 


(ii)                                  deliver
to the Trustee for cancellation in accordance with Section 5(s) all
Securities so accepted for exchange; and


 


(iii)                               cause
the Trustee promptly to authenticate and deliver to each Holder of Securities a
principal amount of New Securities equal to the principal amount of the
Securities of such Holder so accepted for exchange.


 


(e)                                  Each
Holder hereby acknowledges and agrees that any Broker-Dealer and any such
Holder using the Registered Exchange Offer to participate in a distribution of
the New Securities (x) could not under Commission policy as in effect on the
date of this Agreement rely on the position of the Commission in Morgan
Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon
Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2,
1993 and similar no-action letters; and (y) must comply with the registration
and prospectus delivery requirements of the Act in connection with any
secondary resale transaction and such transaction must be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K under
the Act if the resales are of New Securities obtained by such Holder in
exchange for Securities acquired by such Holder directly from the Company or
one of its Affiliates.  Accordingly, each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that, at the time of the consummation of the
Registered Exchange Offer:


 


(i)                                     any
New Securities received by such Holder will be acquired in the ordinary course
of business;


 


(ii)                                  such
Holder will have no arrangement or understanding with any Person to participate
in the distribution of the Securities or the New Securities within the meaning
of the Act; and


 


(iii)                               such
Holder is not an Affiliate of the Company (or if it is, that it will comply
with the registration and prospectus delivery requirements of the Securities
Act to the extent applicable).


 


(f)                                    If
any Initial Purchaser determines that it is not eligible to participate in the
Registered Exchange Offer with respect to the exchange of Securities
constituting any portion of an unsold allotment, at the request of such Initial
Purchaser, the Company shall issue and deliver to such Initial Purchaser or the
Person purchasing New Securities registered under a Shelf Registration
Statement as contemplated by Section 3 hereof from such Initial Purchaser,
in exchange for such Securities, a like principal amount of New
Securities.  The Company shall use its
best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number
for such New Securities as for New Securities issued pursuant to the Registered
Exchange Offer.


 


3.                                       Shelf
Registration.  (a)  If (i) due
to any change in law or applicable interpretations thereof by the Commission’s
staff, the Company determines upon advice of its outside counsel that it is not
permitted to effect the Registered Exchange Offer as contemplated by Section 2
hereof; (ii) for any other reason the Exchange Offer Registration
Statement is not effective within 210 days after the Issue Date; (iii) any
Initial Purchaser so requests with respect


 


6

















 


to Securities that
are not eligible to be exchanged for New Securities in the Registered Exchange
Offer and that are held by it following consummation of the Registered Exchange
Offer; or (iv) any Holder (other than an Initial Purchaser) is not
eligible to participate in the Registered Exchange Offer or does not receive
freely tradeable New Securities in exchange for Securities constituting any
portion of an unsold allotment (it being understood that the requirement that
an Exchanging Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered Exchange Offer in exchange for Securities
acquired as a result of market-making activities or other trading activities
shall not result in such New Securities being not “freely tradeable”), the
Company and the Guarantors shall effect a Shelf Registration Statement in
accordance with subsection (b) below.


 


(b)                                 (i)                                     The
Company and the Guarantors shall as promptly as practicable (but in no event
more than 90 days after so required or requested pursuant to this Section 3),
file with the Commission and thereafter shall use their commercially reasonable
best efforts to cause to be declared effective under the Act a Shelf
Registration Statement relating to the offer and sale of the Securities or the
New Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser)
shall be entitled to have the Securities held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound by all
of the provisions of this Agreement applicable to such Holder; and provided, further, that
with respect to New Securities received by an Initial Purchaser in exchange for
Securities constituting any portion of an unsold allotment, the Company and the
Guarantors may, if permitted by current interpretations by the Commission’s
staff, file a post-effective amendment to the Exchange Offer Registration
Statement containing the information required by Item 507 or 508 of Regulation
S-K, as applicable, in satisfaction of their respective obligations under this
subsection with respect thereto, and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.


 


(ii)                                  The
Company and the Guarantors shall use their respective commercially reasonable best
efforts to keep the Shelf Registration Statement continuously effective,
supplemented and amended as required by the Act, in order to permit the
Prospectus forming part thereof to be usable by Holders for a period of two
years after the Issue Date or such shorter period that will terminate when all
the Securities or New Securities, as applicable, covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement (in any such case, such period being called the “Shelf
Registration Period”). 
The Company and the Guarantors shall be deemed not to have used their
respective commercially reasonable best efforts to keep the Shelf Registration
Statement effective during the requisite period if it voluntarily takes any
action that would result in Holders of Securities covered thereby not being
able to offer and sell such Securities during that period, unless (A) such
action is required by applicable law; or (B) such action is taken by the
Company and the Guarantors in good faith and for valid business reasons (not
including avoidance of the Company’s and the Guarantors’ obligations
hereunder), including the acquisition or divestiture of assets (to the extent
permitted by the terms of the Indenture), so long as the Company and the
Guarantors promptly thereafter comply with the requirements of Section 5(k)
hereof, if applicable.


 


7

















 


(iii)                               Notwithstanding
the foregoing provisions of this Section 3, the Company and the Guarantors
may for valid business reasons (other than avoidance of its obligations
hereunder), including without limitation, a potential material acquisition,
divestiture of assets or other material corporate transaction, notify Holders
in writing that the Shelf Registration Statement is no longer effective or the
Prospectus included therein is no longer usable for offers and sales of
Securities or New Securities; provided that
the use of the Shelf Registration Statement or the Prospectus contained therein
shall not be suspended for more than 45 days (whether or not consecutive) in
the aggregate in any 12-month period. 
The Holders agree that upon receipt of any notice from the Company
pursuant to this Section 3(b)(iii), it will discontinue use of the
Prospectus contained in the Shelf Registration Statement until receipt of
copies of the supplemented or amended Prospectus relating thereto or until
advised in writing by the Company that the use of the Prospectus contained in
the Shelf Registration Statement may be resumed.


 


(iv)                              The
Company and the Guarantors shall cause the Shelf Registration Statement and the
related Prospectus and any amendment or supplement thereto, as of the effective
date of the Shelf Registration Statement or such amendment or supplement, (A) to
comply in all material respects with the applicable requirements of the
Securities Act and the rules and regulations of the Commission; and (B) not
to contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.


 


4.                                       Special
Interest.  If (a) on or prior to
the 120th day following the Issue Date, neither the Exchange Offer Registration
Statement nor the Shelf Registration Statement has been filed with the
Commission, (b) on or prior to the 210th day following the Issue Date, the
Exchange Offer Registration Statement has not been declared effective, or on or
prior to the 90th day following the Company’s obligation to file the Shelf
Registration Statement, the Shelf Registration Statement has not been filed, (c) on
or prior to the 45th day following the date the Exchange Offer Registration
Statement has been declared effective, the Registered Exchange Offer has not been
consummated, or (d) after either the Exchange Offer Registration Statement
or the Shelf Registration Statement has been declared effective, such
Registration Statement thereafter ceases to be effective or usable in
connection with resales of Securities or New Securities in accordance with and
during the periods specified in this Agreement (each such event referred to in
clauses (a) through (d), a “Registration Default”),
interest (“Special Interest”) will
accrue on the principal amount of the Securities and the New Securities (in
addition to the stated interest on the Securities and New Securities) from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured.  Special Interest will accrue at a rate of $0.192
per week per $1,000 principal amount of notes. 
Notwithstanding the foregoing, no Special Interest shall accrue during
or with respect to any suspension period referred to in Section 3(b)(iii) above;
provided, however, that if such
suspension period exceeds 45 days in the aggregate in any 12-month period, then
Special Interest shall accrue from and including the 46th day of such
suspension period.


 


All obligations of the Company and the Guarantors set
forth in the preceding paragraph that are outstanding with respect to any
Security at the time such Security is exchanged for a


 


8

















 


New Security shall survive until such time as all such
obligations with respect to such Security have been satisfied in full.


 


5.                                       Additional
Registration Procedures.  In
connection with any Shelf Registration Statement and, to the extent applicable,
any Exchange Offer Registration Statement or Market Making Registration
Statement, the following provisions shall apply.


 


(a)                                  The
Company and the Guarantors shall:


 


(i)                                     furnish
to you, not less than five Business Days prior to the filing thereof with the
Commission, a copy of any Exchange Offer Registration Statement and any Shelf
Registration Statement, and each amendment thereof and each amendment or
supplement, if any, to the Prospectus included therein (including all documents
incorporated by reference therein after the initial filing) and shall use its
best efforts to reflect in each such document, when so filed with the
Commission, such comments as you reasonably propose;


 


(ii)                                  include
the information set forth in Annex A hereto on the facing page of the
Exchange Offer Registration Statement, in Annex B hereto in the forepart of the
Exchange Offer Registration Statement in a section setting forth details
of the Exchange Offer, in Annex C hereto in the underwriting or plan of
distribution section of the Prospectus contained in the Exchange Offer
Registration Statement, and in Annex D hereto in the letter of transmittal
delivered pursuant to the Registered Exchange Offer;


 


(iii)                               if
requested by an Initial Purchaser, include the information required by Item 507
or 508 of Regulation S-K, as applicable, in the Prospectus contained in the
Exchange Offer Registration Statement; and


 


(iv)                              in
the case of a Shelf Registration Statement, include the names of the Holders
that propose to sell Securities pursuant to the Shelf Registration Statement as
selling security holders.


 


(b)                                 The
Company and the Guarantors shall ensure that:


 


(i)                                     any
Registration Statement and any amendment thereto and any Prospectus forming
part thereof and any amendment or supplement thereto complies in all material
respects with the Act and the rules and regulations thereunder; and


 


(ii)                                  any
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading.


 


(c)                                  The
Company and the Guarantors shall advise you, the Holders of Securities covered
by any Shelf Registration Statement and any Exchanging Dealer under any
Exchange Offer Registration Statement that has provided in writing to the
Company a telephone or facsimile number and address for notices, and, if
requested by you or any such Holder or Exchanging Dealer, shall confirm such
advice in writing (which notice pursuant to clauses (ii)


 


9

















 


through (v) hereof
shall be accompanied by an instruction to suspend the use of the Prospectus
until the Company shall have remedied the basis for such suspension):


 


(i)                                     when
a Registration Statement and any amendment thereto has been filed with the
Commission and when the Registration Statement or any post-effective amendment
thereto has become effective;


 


(ii)                                  of
any request by the Commission for any amendment or supplement to the
Registration Statement or the Prospectus or for additional information;


 


(iii)                               of
the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that
purpose;


 


(iv)                              of
the receipt by the Company or any Guarantor of any notification with respect to
the suspension of the qualification of the securities included therein for sale
in any jurisdiction or the initiation of any proceeding for such purpose; and


 


(v)                                 of
the happening of any event that requires any change in the Registration
Statement or the Prospectus so that, as of such date, the statements therein
are not misleading and do not omit to state a material fact required to be
stated therein or necessary to make the statements therein (in the case of the
Prospectus, in the light of the circumstances under which they were made) not
misleading.


 


(d)                                 The
Company and the Guarantors shall use their respective best efforts to obtain
the withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.


 


(e)                                  The
Company and the Guarantors shall furnish to each Holder of Securities covered
by any Shelf Registration Statement, without charge, at least one copy of such
Shelf Registration Statement and any post-effective amendment thereto,
including all material incorporated therein by reference, and, if the Holder so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).


 


(f)                                    The
Company and the Guarantors shall, during the Shelf Registration Period, deliver
to each Holder of Securities covered by any Shelf Registration Statement,
without charge, as many copies of the Prospectus (including each preliminary
Prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request.  The Company and the Guarantors consent to the
use of the Prospectus or any amendment or supplement thereto by each of the
selling Holders of securities in connection with the offering and sale of the
securities covered by the Prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.


 


(g)                                 The
Company shall furnish to each Exchanging Dealer which so requests, without
charge, at least one copy of the Exchange Offer Registration Statement and any
post-effective amendment thereto, including all material incorporated by
reference therein, and, if the Exchanging Dealer so requests in writing, all
exhibits thereto (including exhibits incorporated by reference therein).


 


10

















 


(h)                                 The
Company and the Guarantors shall promptly deliver to the Initial Purchasers,
each Exchanging Dealer and each other Person required to deliver a Prospectus
during the Exchange Offer Registration Period, without charge, as many copies
of the Prospectus included in such Exchange Offer Registration Statement and
any amendment or supplement thereto as any such Person may reasonably
request.  The Company and the Guarantors consent
to the use of the Prospectus or any amendment or supplement thereto by the
Initial Purchasers, any Exchanging Dealer and any such other Person that may be
required to deliver a Prospectus following the Registered Exchange Offer in
connection with the offering and sale of the New Securities covered by the
Prospectus, or any amendment or supplement thereto, included in the Exchange
Offer Registration Statement.


 


(i)                                     Prior
to the Registered Exchange Offer or any other offering of Securities or New
Securities pursuant to any Registration Statement, the Company and the
Guarantors shall arrange, if necessary, for the qualification of the Securities
or the New Securities for sale under the laws of such jurisdictions as any
Holder shall reasonably request and will maintain such qualification in effect
so long as required; provided that
in no event shall the Company or the Guarantors be obligated to qualify to do
business in any jurisdiction where it is not then so qualified or to take any
action that would subject it to service of process in suits, other than those
arising out of the Initial Placement, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where it is not then so subject.


 


(j)                                     The
Company and the Guarantors shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing New
Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.


 


(k)                                  Upon
the occurrence of any event contemplated by subsections (c)(ii) through (v) above,
the Company and the Guarantors shall promptly prepare a post-effective
amendment to the applicable Registration Statement or an amendment or
supplement to the related Prospectus or file any other required document so
that, as thereafter delivered to initial purchasers of the securities included
therein, the Prospectus will not include an untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.  In such circumstances, the period of
effectiveness of the Exchange Offer Registration Statement provided for in Section 2
and the Shelf Registration Statement provided for in Section 3(b) shall
each be extended by the number of days from and including the date of the
giving of a notice of suspension pursuant to Section 5(c) to and
including the date when the Initial Purchasers, the Holders of the Securities
and any known Exchanging Dealer shall have received such amended or
supplemented Prospectus pursuant to this Section.


 


(l)                                     Not
later than the effective date of any Registration Statement, the Company and
the Guarantors shall provide a CUSIP number for the Securities or the New
Securities, as the case may be, registered under such Registration Statement
and provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.


 


11

















 


(m)                               The
Company and the Guarantors shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its
security holders as soon as practicable after the effective date of the
applicable Registration Statement an earnings statement satisfying the provisions
of Section 11(a) of the Act.


 


(n)                                 The
Company and the Guarantors shall cause the Indenture to be qualified under the
Trust Indenture Act in a timely manner.


 


(o)                                 The
Company and the Guarantors may require each Holder of securities to be sold pursuant
to any Shelf Registration Statement to furnish to the Company and the
Guarantors such information regarding the Holder and the distribution of such
securities as the Company and the Guarantors may from time to time reasonably
require for inclusion in such Registration Statement.  The Company and the Guarantors may exclude
from such Shelf Registration Statement the Securities or New Securities of any
Holder that unreasonably fails to furnish such information within a reasonable
time after receiving such request.


 


(p)                                 In
the case of any Shelf Registration Statement, the Company and the Guarantors shall
enter into such agreements and take all other appropriate actions (including if
requested an underwriting agreement in customary form) in order to expedite or
facilitate the registration or the disposition of the Securities or New
Securities, and in connection therewith, if an underwriting agreement is
entered into, cause the same to contain indemnification provisions and
procedures no less favorable than those set forth in Section 8 (or such
other provisions and procedures acceptable to the Majority Holders and the
Managing Underwriters, if any, with respect to all parties to be indemnified
pursuant to Section 8).


 


(q)                                 In
the case of any Shelf Registration Statement, the Company and the Guarantors shall:


 


(i)                                     make
reasonably available for inspection by the Holders of Securities or New
Securities to be registered thereunder, any underwriter participating in any
disposition pursuant to such Registration Statement, and any attorney,
accountant or other agent retained by the Holders or any such underwriter all
relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries;


 


(ii)                                  use
their reasonable best efforts to cause the Company’s and the Guarantors’ officers,
directors and employees to supply all relevant information reasonably requested
by the Holders or any such underwriter, attorney, accountant or agent in
connection with any such Registration Statement as is customary for similar due
diligence examinations; provided, however, that any information that is designated in writing
by the Company or the Guarantors, in good faith, as confidential at the time of
delivery of such information shall be kept confidential by the Holders or any
such underwriter, attorney, accountant or agent, unless such disclosure is made
in connection with a court proceeding or required by law, or such information
becomes available to the public generally or through a third party without an
accompanying obligation of confidentiality;


 


12

















 


(iii)                               make
such representations and warranties to the Holders of Securities or New
Securities registered thereunder and the underwriters, if any, in form,
substance and scope as are customarily made by issuers to underwriters in
primary underwritten offerings and covering matters including, but not limited
to, those set forth in the Purchase Agreement;


 


(iv)                              obtain
opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
Managing Underwriters, if any) addressed to each selling Holder and the
underwriters, if any, covering such matters as are customarily covered in
opinions requested in underwritten offerings and such other matters as may be
reasonably requested by such Holders and underwriters;


 


(v)                                 obtain
“cold comfort” letters and updates thereof from the independent certified
public accountants of the Company (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company or of any
business acquired by the Company for which financial statements and financial
data are, or are required to be, included in the Registration Statement),
addressed to each selling Holder of Securities or New Securities registered
thereunder and the underwriters, if any, in customary form and covering matters
of the type customarily covered in “cold comfort” letters in connection with
primary underwritten offerings; and


 


(vi)                              deliver
such documents and certificates as may be reasonably requested by the Majority
Holders and the Managing Underwriters, if any, including those to evidence
compliance with Section 5(k) and with any customary conditions contained
in the underwriting agreement or other agreement entered into by the Company.


 


The actions set forth in clauses (iii), (iv), (v) and
(vi) of this Section 5(q) shall be performed at (A) the
effectiveness of such Registration Statement and each post-effective amendment
thereto; and (B) each closing under any underwriting or similar agreement
as and to the extent required thereunder.


 


(r)                                    In
the case of any Exchange Offer Registration Statement, the Company and the
Guarantors shall:


 


(i)                                     make
reasonably available for inspection by such Initial Purchaser, and any
attorney, accountant or other agent retained by such Initial Purchaser, all
relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries;


 


(ii)                                  use
their reasonable best efforts to cause the Company’s and the Guarantors’ officers,
directors and employees to supply all relevant information reasonably requested
by such Initial Purchaser or any such attorney, accountant or agent in connection
with any such Registration Statement as is customary for similar due diligence
examinations; provided, however,
that any information that is designated in writing by the Company or the
Guarantors, in good faith, as confidential at the time of


 


13

















 


delivery of such information shall be kept
confidential by such Initial Purchaser or any such attorney, accountant or
agent, unless such disclosure is made in connection with a court proceeding or
required by law, or such information becomes available to the public generally
or through a third party without an accompanying obligation of confidentiality;


 


(iii)                               make
such representations and warranties to such Initial Purchaser, in form,
substance and scope as are customarily made by issuers to underwriters in
primary underwritten offerings and covering matters including, but not limited
to, those set forth in the Purchase Agreement;


 


(iv)                              obtain
opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to
such Initial Purchaser) and its counsel, addressed to such Initial Purchaser,
covering such matters as are customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested by
such Initial Purchaser or its counsel;


 


(v)                                 obtain
“cold comfort” letters and updates thereof from the independent certified
public accountants of the Company (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company or of any
business acquired by the Company for which financial statements and financial
data are, or are required to be, included in the Registration Statement),
addressed to such Initial Purchaser, in customary form and covering matters of
the type customarily covered in “cold comfort” letters in connection with
primary underwritten offerings, or if requested by such Initial Purchaser or
its counsel in lieu of a “cold comfort” letter, an agreed-upon procedures
letter under Statement on Auditing Standards No. 35, covering matters
requested by such Initial Purchaser or its counsel; and


 


(vi)                              deliver
such documents and certificates as may be reasonably requested by such Initial Purchaser
or its counsel, including those to evidence compliance with Section 5(k)
and with conditions customarily contained in underwriting agreements.


 


The foregoing actions set forth in clauses (iii),
(iv), (v), and (vi) of this Section 5(r) shall be performed at the
close of the Registered Exchange Offer and the effective date of any
post-effective amendment to the Exchange Offer Registration Statement.


 


(s)                                  If
a Registered Exchange Offer is to be consummated, upon delivery of the
Securities by Holders to the Company (or to such other Person as directed by
the Company) in exchange for the New Securities, the Company shall mark, or
cause to be marked, on the Securities so exchanged that such Securities are
being canceled in exchange for the New Securities.  In no event shall the Securities be marked as
paid or otherwise satisfied.


 


(t)                                    The
Company and the Guarantors will use their respective commercially reasonable best
efforts (i) if the Securities have been rated prior to the initial sale of
such Securities, to confirm such ratings will apply to the Securities or the
New Securities, as the case may be, covered by a Registration Statement; or (ii) if
the Securities were not previously rated, to cause the Securities covered by a
Registration Statement to be rated with at least one nationally


 


14

















 


recognized
statistical rating agency, if so requested by Majority Holders with respect to
the related Registration Statement or by any Managing Underwriters.


 


(u)                                 In
the event that any Broker-Dealer shall underwrite any Securities or participate
as a member of an underwriting syndicate or selling group or “assist in the
distribution” (within the meaning of the Rules of Fair Practice and the
By-Laws of the National Association of Securities Dealers, Inc.) thereof,
whether as a Holder of such Securities or as an underwriter, a placement or
sales agent or a broker or dealer in respect thereof, or otherwise, assist such
Broker-Dealer in complying with the requirements of such Rules and By-Laws,
including, without limitation, by:


 


(i)                                     if
such Rules or By-Laws shall so require, engaging a “qualified independent
underwriter” (as defined in such Rules) to participate in the preparation of
the Registration Statement, to exercise usual standards of due diligence with
respect thereto and, if any portion of the offering contemplated by such
Registration Statement is an underwritten offering or is made through a
placement or sales agent, to recommend the yield of such Securities;


 


(ii)                                  indemnifying
any such qualified independent underwriter to the extent of the indemnification
of underwriters provided in Section 8 hereof; and


 


(iii)                               providing
such information to such Broker-Dealer as may be required in order for such
Broker-Dealer to comply with the requirements of such Rules.


 


(v)                                 The
Company and the Guarantors shall use their respective reasonable best efforts
to take all other steps necessary to effect the registration of the Securities
or the New Securities, as the case may be, covered by a Registration Statement.


 


6.                                       Market
Making.  (a) At such time and for
so long as any of the Securities, New Securities or the Existing Notes are
outstanding and any of the Representatives
(each in such capacity, the “Market Maker”)
or any of their Affiliates is an Affiliate of the Company, the Guarantors or
any of their Affiliates and proposes to make a market in the Securities, New
Securities or Existing Notes, as applicable, as part of its business in the
ordinary course, the following provisions shall apply for the sole benefit of
the Market Maker:


 


(i)                                     The
Company and the Guarantors shall (A) on the date that the Exchange Offer
Registration Statement or, if required hereby, the Shelf Registration Statement
is filed with the Commission, file one or more registration statements (the “Market Making Registration Statements”)
(which may be the Exchange Offer Registration Statement or the Shelf
Registration Statement if permitted by the rules and regulations of the
Commission) and use their commercially reasonable best efforts to cause such
Market Making Registration Statements to be declared effective by the
Commission on or prior to the consummation of the Registered Exchange Offer or
the effective date of the Shelf Registration Statement, as applicable; (B) periodically
amend such Market Making Registration Statements so that the information
contained therein complies with the requirements of Section 10(a) under
the Securities Act; (C) amend the Market Making Registration Statements or
amend or supplement the related Prospectuses when necessary


 


15

















 


to reflect any material changes in the information
provided therein; and (D) amend the Market Making Registration Statements
when required to do so in order to comply with Section 10(a)(3) of
the Securities Act; provided, however, that (1) prior to filing the Market Making
Registration Statements, any amendment thereto or any supplement to the related
Prospectuses, the Company shall furnish to the Market Maker copies of all such
documents proposed to be filed, which documents will be subject to the review
of the Market Maker and its counsel and (2) the Company and the Guarantors
will not file any Market Making Registration Statement, any amendment thereto
or any amendment or supplement to the related Prospectus to which the Market
Maker and its counsel shall reasonably object unless the Company is advised by
counsel that such Market Making Registration Statement, amendment or supplement
is required to be filed under applicable securities laws and the Company will
provide the Market Maker and its counsel with copies of such Market Making
Registration Statement and each amendment and supplement filed.  The Company, in its sole discretion, may
determine to include Prospectuses relating to each of the Securities, the New
Securities or one or more series of the Existing Notes in the same or different
Market Making Registration Statements so long as each such registration
statement complies with this Section 6. 
The term “Prospectus” in this Section 6 includes any Prospectus
contained in a Market Making Registration Statement relating to any or all of
the Securities, the New Securities or the Existing Notes, as applicable.


 


(ii)                                  The
Company shall notify the Market Maker and, if requested by the Market Maker,
confirm such advice in writing, (A) when any Market Making Registration
Statement, any post-effective amendment to any Market Making Registration
Statement or any amendment or supplement to the related Prospectus has been
filed, and, with respect to any Market Making Registration Statement or any
post-effective amendment, when the same has become effective; (B) of any
request by the Commission for any post-effective amendment to any Market Making
Registration Statement, any supplement or amendment to the related Prospectus
or for additional information; (C) the issuance by the Commission of any
stop order suspending the effectiveness of any Market Making Registration
Statement or the initiation of any proceedings for that purpose; (D) of
the receipt by the Company of any notification with respect to the suspension
of the qualification of the Securities, New Securities or Existing Notes, as
applicable, for sale in any jurisdiction or the initiation or threatening of
any proceedings for that purpose; and (E) of the happening of any event
that makes any statement made in any Market Making Registration Statement, the
related Prospectus or any amendment or supplement thereto untrue or that
requires that making of any changes in any Market Making Registration
Statement, such Prospectus or any amendment or supplement thereto, in order to
make the statements therein not misleading.


 


(iii)                               If
any event contemplated by Section 6(a)(ii)(B) through (E) occurs
during the period for which the Company and the Guarantors are required to
maintain an effective Market Making Registration Statement, the Company and the
Guarantors shall promptly prepare and file with the Commission a post-effective
amendment to each Market Making Registration Statement or an amendment or
supplement to the related Prospectus or file any other required document so
that the Prospectus will not include an untrue statement of a material fact or
omit to state a


 


16

















 


material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


 


(iv)                              In
the event of the issuance of any stop order suspending the effectiveness of any
Market Making Registration Statement or of any order suspending the qualification
of the Securities, New Securities or Existing Notes for sale in any
jurisdiction, the Company and the Guarantors shall promptly use their
reasonable best efforts to obtain its withdrawal.


 


(v)                                 The
Company shall furnish to the Market Maker, without charge, (A) at least
one conformed copy of any Market Making Registration Statement and any post-effective
amendment thereto and (B) as many copies of the related Prospectus and any
amendment or supplement thereto as the Market Maker may reasonably request.


 


(vi)                              The
Company and the Guarantors shall consent to the use of any Prospectus contained
in any Market Making Registration Statement or any amendment or supplement
thereto by the Market Maker in connection with its market-making activities.


 


(vii)                           Notwithstanding
the foregoing provisions of this Section 6, the Company and the Guarantors
may for valid business reasons, including without limitation, a potential
material acquisition, divestiture of assets or other material corporate transaction,
notify the Market Maker in writing that a Market Making Registration Statement
is no longer effective or the Prospectus included therein is no longer usable
for offers and sales of Securities, New Securities or Existing Notes; provided that the use of a Market Making Registration
Statement or the Prospectus contained therein shall not be suspended for more
than 75 days (whether or not consecutive) in the aggregate in any 12-month
period.  The Market Maker agrees that
upon receipt of any notice from the Company pursuant to this Section 6(a)(vii),
it will discontinue use of the Prospectus contained in such Market Making
Registration Statement until receipt of copies of the supplemented or amended
Prospectus relating thereto or until advised in writing by the Company that the
use of the Prospectus contained in such Market Making Registration Statement
may be resumed.


 


(b)                                 In
connection with any Market Making Registration Statement, the Company and the
Guarantors shall (i) make reasonably available for inspection by a
representative of, and counsel acting for, the Market Maker all relevant
financial and other records, pertinent corporate documents and properties of
the Company, the Guarantors and their respective subsidiaries and (ii) use
their respective reasonable best efforts to have their respective officers,
directors, employees, accountants and counsel supply all relevant information
reasonably requested by such representative or counsel or the Market Maker; provided, however, that
any information that is designated in writing by the Company or the Guarantors,
in good faith, as confidential at the time of delivery of such information
shall be kept confidential by the Market Maker or any representative or
counsel, unless such disclosure is made in connection with a court proceeding
or required by law, or such information becomes available to the public
generally or through a third party without an accompanying obligation of
confidentiality;


 


17

















 


(c)                                  Prior
to the effective date of any Market Making Registration Statement, the Company
and the Guarantors shall arrange, if necessary, for the qualification of the Securities,
New Securities or Existing Notes, as applicable, for sale under the laws of
such jurisdictions as the Market Maker reasonably requests in writing and will
maintain such qualification in effect so long as required to enable the offer
and sale in such jurisdictions of the Securities, New Securities or Existing
Notes, as applicable, covered by such Market Making Registration Statement; provided that in no event shall the Company and the
Guarantors be obligated to (i) qualify as a foreign corporation or other
entity or as a dealer in securities in any jurisdiction where it would not
otherwise be required to so qualify, (ii) file any general consent to
subject itself to service of process in any such jurisdictions or (iii) subject
itself to taxation in any such jurisdiction if it not so subject.


 


(d)                                 The
Company and the Guarantors represent and agree that any Market Making
Registration Statement, any post-effective amendments thereto, any amendments
or supplements to the related Prospectus and any documents filed by them under
the Exchange Act will, when they become effective or are filed with the Commission,
as the case may be, conform in all respects to the requirements of the Act and
the Exchange Act and the rules and regulations of the Commission
thereunder and will not, as of the effective date of such Market Making
Registration Statement or post-effective amendments and as of the filing date
of amendments or supplements to such Prospectus or filings under the Exchange
Act, contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to
information contained in or omitted from any Market Making Registration
Statement or the related Prospectus in reliance upon and in conformity with
written information furnished to the Company by the Market Maker specifically
for inclusion therein, which information the parties hereto agree will be
limited to the statements concerning the market-making activities of the Market
Maker to be set forth on the cover page and in the “Plan of Distribution” section of
the related Prospectus (the “Market Maker’s Information”).


 


(e)                                  At
the time of effectiveness of any Market Making Registration Statement and
concurrently with each time such Market Making Registration Statement or the
related Prospectus shall be amended or such Prospectus shall be supplemented,
the Company shall (if requested by the Market Maker) furnish the Market Maker
and its counsel with a certificate of its Chairman of the Board of Directors or
Chief Executive Officer and its Chief Financial Officer to the effect that:


 


(i)                                     such
Market Making Registration Statement has been declared effective;


 


(ii)                                  in
the case of an amendment to such Market Making Registration Statement, such
amendment has become effective under the Act as of the date and time specified
in such certificate, if applicable; and in the case of an amendment or
supplement to the Prospectus, such amendment or supplement to the Prospectus
was filed with the Commission pursuant to the subparagraph of Rule 424(b) under
the Act specified in such certificate on the date specified therein;


 


18

















 


(iii)                               to
the knowledge of such officers, no stop order suspending the effectiveness of such
Market Making Registration Statement has been issued and no proceeding for that
purpose is pending or threatened by the Commission; and


 


(iv)                              such
officers have carefully examined such Market Making Registration Statement and
the Prospectus (and, in the case of an amendment or supplement, such amendment
or supplement) and as of the date of such Market Making Registration Statement,
amendment or supplement, as applicable, the Market Making Registration Statement
and the Prospectus, as amended or supplemented, if applicable, did not include
any untrue statement of a material fact and did not omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading.


 


(f)                                    At
the time of effectiveness of any Market Making Registration Statement and
concurrently with each time any Market Making Registration Statement or the
related Prospectus shall be amended or such Prospectus shall be supplemented,
the Company shall (if requested by the Market Maker) furnish the Market Maker
and its counsel with the written opinion of counsel for the Company
satisfactory to the Market Maker to the effect that:


 


(i)                                     such
Market Making Registration Statement has been declared effective;


 


(ii)                                  in
the case of an amendment to such Market Making Registration Statement, such
amendment has become effective under the Act as of the date and time specified
in such opinion, if applicable; and in the case of an amendment or supplement
to the Prospectus, such amendment or supplement to the Prospectus was filed
with the Commission pursuant to the subparagraph of Rule 424(b) under
the Act specified in such opinion on the date specified therein;


 


(iii)                               to
the knowledge of such counsel, no stop order suspending the effectiveness of such
Market Making Registration Statement has been issued and no proceeding for that
purpose is pending or threatened by the Commission; and


 


(iv)                              such
counsel has reviewed such Market Making Registration Statement and the Prospectus
(and, in the case of an amendment or supplement, such amendment or supplement)
and participated with officers of the Company and independent public
accountants for the Company in the preparation of such Market Making
Registration Statement and Prospectus (and, in the case of an amendment or
supplement, such amendment or supplement) and has no reason to believe that
(except for the financial statements and other financial and statistical data
contained therein as to which such counsel need express no belief) as of the
date of such Market Making Registration Statement, amendment or supplement, as
applicable, the Market Making Registration Statement and the Prospectus, as
amended or supplemented, if applicable, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.


 


19

















 


(g)                                 At
the time of effectiveness of any Market Making Registration Statement and
concurrently with each time such Market Making Registration Statement or the
related Prospectus shall be amended or such Prospectus shall be supplemented to
include audited annual financial information, the Company shall (if requested
by the Market Maker) furnish the Market Maker and its counsel with a letter of PricewaterhouseCoopers
LLP (or other independent public accountants for the Company or the Guarantors
of nationally recognized standing) in form satisfactory to the Market Maker,
addressed to the Market Maker and dated the date of delivery of such letter, (i) confirming
that they are independent public accountants within the meaning of the Act and
are in compliance with the applicable requirements relating to the
qualification of accountants under Rule 2-01 of Regulation S-X of the Commission
and (ii) in all other respects, substantially in the form of the letter
delivered to the Initial Purchasers pursuant to the Purchase Agreement, with,
in the case of an amendment or supplement that includes audited financial
information, such changes as may be necessary to reflect the amended or
supplemented financial information.


 


(h)                                 The
Company and the Guarantors, on the one hand, and the Market Maker, on the other
hand, hereby agree to indemnify each other, and, if applicable, contribute to
the other, in accordance with Section 8 of this Agreement.


 


(i)                                     The
Company and the Guarantors will comply with the provisions of this Section 6
at their own expense and will reimburse the Market Maker for its expenses
associated with this Section 6 (including reasonable fees of counsel for
the Market Maker).


 


(j)                                     The
agreements contained in this Section 6 and the representations, warranties
and agreements contained in this Agreement shall survive all offers and sales
of the Securities and New Securities and shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of any indemnified party.


 


(k)                                  For
purposes of this Section 6, (i) any reference to the terms “amend”, “amendment”
or “supplement” with respect to any Market Making Registration Statement or the
Prospectus contained therein shall be deemed to refer to and include the filing
under the Exchange Act of any document deemed to be incorporated therein by
reference and (ii) any reference to the terms “Securities,” “New
Securities” or “Existing Notes” shall be deemed to refer to and include any
securities issued in exchange for or with respect to such Securities, New
Securities or Existing Notes.


 


7.                                       Registration
Expenses.  The Company and the
Guarantors shall bear all expenses incurred in connection with the performance
of their respective obligations under Sections 2, 3, 5 and 6 hereof and, in the
event of any Shelf Registration Statement, will reimburse the Holders for the
reasonable fees and disbursements of one firm or counsel designated by the
Majority Holders to act as counsel for the Holders in connection therewith,
and, in the case of any Exchange Offer Registration Statement, will reimburse
the Initial Purchasers for the reasonable fees and disbursements of counsel
acting in connection therewith.


 


8.                                       Indemnification
and Contribution.  (a) Each of the
Company and the Guarantors agrees, jointly and severally, to indemnify and hold
harmless each Holder of Securities or New


 


20

















 


Securities, as the
case may be, covered by any Registration Statement (including each Initial Purchaser,
the Market Maker and, with respect to any Prospectus delivery as contemplated
in Section 5(h) hereof, each Exchanging Dealer), the directors,
officers, employees and agents of each such Holder and each Person who controls
any such Holder within the meaning of either the Act or the Exchange Act
against any and all Losses, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any Market Making
Registration Statement as originally filed or in any amendment thereof, or in
any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that
the Company and the Guarantors will not be liable in any case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information or the Market Maker Information furnished to the Company and the
Guarantors by or on behalf of any such Holder or the Market Maker specifically
for inclusion therein.  In addition, the
Company and the Guarantors agree to indemnify and hold harmless the Market
Maker from and against any and all Losses that arise out of, or are based upon,
any breach by the Company and the Guarantors of their respective representations,
warranties and agreements contained in Section 6 hereof.  This indemnity agreement will be in addition
to any liability which the Company and the Guarantors may otherwise have.


 


Each of the Company and the Guarantors also agrees,
jointly and severally, to indemnify or contribute as provided in Section 8(e) to
Losses of each underwriter of any Securities or New Securities, as the case may
be, registered under a Shelf Registration Statement, their directors, officers,
employees or agents and each Person who controls such underwriter on
substantially the same basis as that of the indemnification of the Initial Purchasers
and the selling Holders provided in this Section 8(a) and shall, if
requested by any Holder, enter into an underwriting agreement reflecting such
agreement, as provided in Section 5(p) hereof.


 


With respect to any untrue statement or omission of
material fact made in any preliminary Prospectus, the indemnity agreement
contained in this Section 8(a) shall not inure to the benefit of any
indemnified person from whom the person asserting any such loss, claim, damage
or liability purchased the securities concerned, to the extent that any such
loss, claim, damage or liability of such indemnified person occurs under the
circumstance where it shall have been determined by a court of competent
jurisdiction by final and non-appealable judgment that (w) the Company had
previously furnished copies of the preliminary Prospectus to such indemnified
person, (x) delivery of the Final Prospectus was required by the Act to be made
to such person, (y) the untrue statement or omission of a material fact
contained in the preliminary Prospectus was corrected in the Final Prospectus
and (z) there was not sent or given to such person, at or prior to the written
confirmation of the sale of such securities to such person, a copy of the Final
Prospectus.


 


21

















 


(b)                                 Each
Holder of securities covered by a Registration Statement (including each
Initial Purchaser and, with respect to any Prospectus delivery as contemplated
in Section 5(h) hereof, each Exchanging Dealer) severally agrees to
indemnify and hold harmless the Company, each Guarantor, each of their
respective directors, each of their respective officers who signs such Registration
Statement and each Person who controls the Company and the Guarantors within
the meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company and the Guarantors to each such Holder,
but only with reference to written information relating to such Holder
furnished to the Company and the Guarantors by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity.  This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.


 


(c)                                  The
Market Maker agrees to indemnify and hold harmless the Company, each Guarantor,
each of their respective directors, each of their respective officers who signs
any Market Making Registration Statement and each Person who controls the
Company and the Guarantors within the meaning of either the Act or the Exchange
Act, to the same extent as the foregoing indemnity from the Company and the
Guarantors to the Market Maker, but only with respect to any Losses which arise
out of or are based upon any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with any Market
Maker’s Information furnished to the Company and the Guarantors in writing by
the Market Maker specifically for inclusion in such Market Making Registration
Statement and any Prospectus.  This
indemnity agreement will be in addition to any liability which any Market Maker
may otherwise have.


 


(d)                                 Promptly
after receipt by an indemnified party under this Section 8 of notice of
the commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party under this Section 8,
notify the indemnifying party in writing of the commencement thereof; but the
failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a), (b) or (c) above unless and to the
extent it did not otherwise learn of such action and such failure results in
the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a), (b) or (c) above.  The indemnifying party shall be entitled to
appoint counsel of the indemnifying party’s choice at the indemnifying party’s
expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below); provided, however, that
such counsel shall be reasonably satisfactory to the indemnified party.  Notwithstanding the indemnifying party’s
election to appoint counsel to represent the indemnified party in an action,
the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to
those available to the indemnifying party; (iii) the


 


22

















 


indemnifying party
shall not have employed counsel reasonably satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after notice
of the institution of such action; or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of
the indemnifying party.  Any such
separate counsel (w) for any Initial Purchaser, its affiliates, directors and
officers and any control Persons of such Initial Purchaser shall be designated
in writing by the Representatives, (x)
for any Market Maker, its affiliates, directors and officers and any control
Persons of such Market Maker shall be designated in writing by the respective Market Maker, (y) for any
Holder, its directors and officers and any control Persons of such Holder shall
be designated in writing by the Majority Holders and (z) in all other cases shall
be designated in writing by the Company. 
An indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.


 


(e)                                  In
the event that the indemnity provided in paragraph (a), (b) or (c) of
this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively “Losses”) to which such indemnified
party may be subject in such proportion as is appropriate to reflect the
relative benefits received by such indemnifying party, on the one hand, and
such indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided,
however, that in no case shall any
Initial Purchaser or any subsequent Holder of any Security or New Security be
responsible, in the aggregate, for any amount in excess of the total fees received by such Initial Purchaser
or subsequent Holder in connection with the purchase of such Security,
or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, nor shall any underwriter be responsible
for any amount in excess of the underwriting discount or commission applicable
to the securities purchased by such underwriter under the Registration
Statement which resulted in such Losses; provided, further, that in no case shall the Market Maker be required
to contribute any amount in excess of the amount by which the total price at
which the Securities sold by the Market Maker exceeds the amount of any damages
that the Market Maker has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.  If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the indemnifying party and
the indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations.  Benefits received by the Company shall be
deemed to be equal to the sum of (x) the total net proceeds from the Initial
Placement (before deducting expenses) and (y) the total amount of additional
interest which the Company was not required to pay as a result of registering
the securities covered by the Registration Statement which resulted in such
Losses.  Benefits received by the Initial Purchasers shall be deemed to be equal to the
total fees received by the Initial Purchasers pursuant to Section 2 of the
Purchase Agreement, and


 


23

















 


benefits received
by any other Holders shall be deemed to be equal to the value of receiving
Securities or New Securities, as applicable, registered under the Act.  Benefits received by any underwriter shall be
deemed to be equal to the total underwriting discounts and commissions, as set
forth on the cover page of the Prospectus forming a part of the
Registration Statement which resulted in such Losses.  Relative fault shall be determined by
reference to, among other things, whether any alleged untrue statement or
omission relates to information provided by the indemnifying party, on the one
hand, or by the indemnified party, on the other hand, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. 
The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or any other method of allocation which
does not take account of the equitable considerations referred to above.  Notwithstanding the provisions of this
paragraph (e), no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.  For purposes of this Section 8,
each Person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder
shall have the same rights to contribution as such Holder, and each Person who
controls the Company or any of the Guarantors within the meaning of either the
Act or the Exchange Act, each officer of the Company or any of the Guarantors who
shall have signed the Registration Statement and each director of the Company
or any of the Guarantors shall have the same rights to contribution as the
Company and the Guarantors, subject in each case to the applicable terms and
conditions of this paragraph (e).


 


(f)                                    The
provisions of this Section 8 will remain in full force and effect,
regardless of (i) the termination of this Agreement, (ii) any investigation
made by or on behalf of the Market Maker, any Holder, the Company or the
Guarantors or any of the officers, directors or controlling Persons referred to
in this Section hereof, (iii) acceptance of any of the New
Securities; and (iv) any sale by a Holder or the Market Maker of
securities covered by a Registration Statement (including a Market Making
Registration Statement).


 


9.                                       Underwritten
Registrations.  (a)  If any
of the Securities or New Securities, as the case may be, covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the Managing
Underwriters shall be selected by the Majority Holders.


 


(b)                                 No
Person may participate in any underwritten offering pursuant to any Shelf
Registration Statement, unless such Person (i) agrees to sell such Person’s
Securities or New Securities, as the case may be, on the basis reasonably
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents reasonably required under the terms of such underwriting
arrangements.


 


10.                                 No
Inconsistent Agreements.  None of the
Company nor the Guarantors have not, as of the date hereof, entered into, nor
shall it, on or after the date hereof, enter into, any agreement with respect
to its securities that is inconsistent with the rights granted to the Market
Maker or the Holders herein or otherwise conflicts with the provisions hereof.


 


24

















 


11.                                 Amendments
and Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company and the Guarantors have
obtained the written consent of the Majority Holders and, with respect to the
provisions of Section 6 and 7, the Market Maker; provided
that with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company and the Guarantors shall obtain
the written consent of each such Initial Purchaser against which such
amendment, qualification, supplement, waiver or consent is to be
effective.  Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders whose
Securities or New Securities, as the case may be, are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by Holders representing a majority of the
aggregate principal amount of Securities or New Securities, as the case may be,
being sold rather than registered under such Registration Statement, voting
together as a single class.


 


12.                                 Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery:


 


(a)                                  if
to a Holder, at the most current address given by such holder to the Company in
accordance with the provisions of this Section, which address initially is,
with respect to each Holder, the address of such Holder maintained by the
Registrar under the Indenture, with a copy in like manner to Credit Suisse First Boston LLC;


 


(b)                                 if
to you, initially at the address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 12;


 


(c)                                  if
to a Market Maker, initially at J.P. Morgan Securities Inc., 270 Park Avenue,
New York, New York 10017 (fax no.: (212) 270-1063), Attention: James P. Casey;
Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York
10010, Attention: Transactions Advisory Group; or Citigroup Global Markets
Inc., 388 Greenwich Street, New York, New York 10013 (fax no.: (212) 816-7912),
Attention: General Counsel, as
applicable, and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 12; and


 


(d)                                 if
to the Company or any of the Guarantors, initially at its address set forth in
the Purchase Agreement, and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 12.


 


All such notices and communications shall be deemed to
have been duly given when received.


 


The Initial Purchasers or the Company by notice to the
other parties may designate additional or different addresses for subsequent
notices or communications.


 


25

















 


13.                                 Successors.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company or any of the Guarantors thereto, subsequent Holders of Securities and
the New Securities.  The Company and the
Guarantors hereby agree to extend the benefits of this Agreement to any Holder
of Securities and the New Securities, and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.


 


14.                                 Counterparts.  This agreement may be in signed counterparts,
each of which shall an original and all of which together shall constitute one
and the same agreement.


 


15.                                 Headings.  The headings used herein are for convenience
only and shall not affect the construction hereof.


 


16.                                 Applicable
Law.  This 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.


 


17.                                 Severability.  In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other respect
and of the remaining provisions hereof shall not be in any way impaired or
affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.


 


18.                                 Securities
Held by the Company, etc.  Whenever
the consent or approval of Holders of a specified percentage of principal
amount of Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company, any of the Guarantors or its
Affiliates (other than subsequent Holders of Securities or New Securities if
such subsequent Holders are deemed to be Affiliates solely by reason of their
holdings of such Securities or New Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 


26

















 


If the foregoing is in
accordance with your understanding of our agreement, please sign and return to
us the enclosed duplicate hereof, whereupon this letter and your acceptance
shall represent a building agreement between the Company and the Initial
Purchasers.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  AMC ENTERTAINMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS
  LISTED ON SCHEDULE I TO THIS

  AGREEMENT, as Guarantors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOWNTOWN BOSTON
  CINEMAS, LLC

  
	
   

  	
  LOEWS NORTH
  VERSAILLES CINEMAS, LLC

  
	
   

  	
  LOEWS PLAINVILLE
  CINEMAS, LLC

  
	
   

  	
  METHUEN CINEMAS,
  LLC

  
	
   

  	
  OHIO CINEMAS,
  LLC

  
	
   

  	
  RICHMOND MALL
  CINEMAS, LLC

  
	
   

  	
  SPRINGFIELD
  CINEMAS, LLC

  
	
   

  	
  WATERFRONT
  CINEMAS, LLC,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLITT THEATRES, INC., as
  Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
								



 

















 


 


	
   

  	
  GATEWAY CINEMAS,
  LLC

  
	
   

  	
  LEWISVILLE
  CINEMAS, LLC

  
	
   

  	
  LOEWS GARDEN
  STATE CINEMAS, LLC,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  RKO CENTURY WARNER
  THEATRES, INC., as

  Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
  LOEWS CINEPLEX
  U.S. CALLCO, LLC,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LOEWS CINEPLEX THEATRES,
  INC., as Sole

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  LOEKS-STAR
  PARTNERS,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  STAR THEATRES OF MICHIGAN,
  INC., as

  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MAGIC JOHNSON THEATRES LIMITED PARTNERSHIP,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  S & J THEATRES, INC., AS General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
								



 

















 


The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.


 


CREDIT SUISSE SECURITIES (USA) LLC,


FOR
ITSELF AND ON BEHALF OF 

THE OTHER INITIAL PURCHASERS


 


	
  By:

  	
  /s/ Jeff Lipkin

  	
   

  
	
   

  	
  Name:

  	
  Jeff Lipkin

  
	
   

  	
  Title:

  	
  Director

  
				



 

















 


Schedule I


 


AMC
Card Processing Services, Inc.


AMC
Entertainment International, Inc.


AMC-GCT, Inc.


AMC
Realty, Inc.


American
Multi-Cinema, Inc.


Centertainment, Inc.


Club
Cinema of Mazza, Inc.


GCT
Pacific Beverage Services, Inc.


National
Cinema Network, Inc.


Premium
Cinema of Yorktown, Inc.


Premium
Theater of Framingham, Inc.


Premium
Theatre of Mayfair, Inc.


71st &
3rd Ave. Corp


Brick
Plaza Cinemas, Inc.


Cityplace
Cinemas, Inc


Crescent
Advertising Corporation


Crestwood
Cinemas, Inc.


Eton
Amusement Corporation


Fall
River Cinema, Inc.


Farmers
Cinemas, Inc.


Forty-Second
Street Cinemas, Inc.


Fountain
Cinemas, Inc.


Hawthorne
Amusement Corporation


Hinsdale
Amusement Corporation


Illinois
Cinemas, Inc.


Jersey
Garden Cinemas, Inc.


Kips
Bay Cinemas, Inc.


Lance
Theatre Corporation


LCE
AcquisitionSub, Inc.


LCE
Mexican Holdings, Inc.


Liberty
Tree Cinema Corp.


Loeks
Acquisition Corp.


Loews
Akron Cinemas, Inc.


Loews
Arlington Cinemas, Inc.


Loews
Arlington West Cinemas, Inc.


Loews
Astor Plaza, Inc.


Loews
Baltimore Cinemas, Inc.


Loews
Bay Terrace Cinemas, Inc.


Loews
Berea Cinemas, Inc.


Loews
Boulevard Cinemas, Inc.


Loews
Bristol Cinemas, Inc.


Loews
Broadway Cinemas, Inc.


Loews
California Theatres, Inc.


Loews
Centerpark Cinemas, Inc.


 

















 


Loews
Century Mall Cinemas, Inc.


Loews
Cheri Cinemas, Inc.


Loews
Cherry Tree Mall Cinemas, Inc.


Loews
Chicago Cinemas, Inc.


Loews
Cineplex Entertainment Gift Card Corporation


Loews
Cineplex International Holdings, Inc.


Loews
Cineplex Theatres Holdco, Inc.


Loews
Cineplex Theatres, Inc.


Loews
Citywalk Theatre Corporation


Loews
Connecticut Cinemas, Inc.


Loews
Crystal Run Cinemas, Inc.


Loews
Deauville North Cinemas, Inc.


Loews
East Hanover Cinemas, Inc.


Loews
East Village Cinemas, Inc.


Loews
Elmwood Cinemas, Inc.


Loews
Fort Worth Cinemas, Inc.


Loews
Freehold Mall Cinemas, Inc.


Loews
Fresh Pond Cinemas, Inc.


Loews
Greenwood Cinemas, Inc.


Loews
Houston Cinemas, Inc.


Loews
Lafayette Cinemas, Inc.


Loews
Levittown Cinemas, Inc.


Loews
Lincoln Plaza Cinemas, Inc.


Loews
Lincoln Theatre Holding Corp.


Loews
Meadowland Cinemas 8, Inc.


Loews
Meadowland Cinemas, Inc.


Loews
Merrillville Cinemas, Inc.


Loews
Montgomery Cinemas, Inc.


Loews
Mountainside Cinemas, Inc.


Loews
New Jersey Cinemas, Inc.


Loews
Newark Cinemas, Inc.


Loews
Orpheum Cinemas, Inc.


Loews
Palisades Center Cinemas, Inc.


Loews
Pentagon City Cinemas, Inc.


Loews
Piper’s Theaters, Inc.


Loews
Richmond Mall Cinemas, Inc.


Loews
Ridgefield Park Cinemas, Inc.


Loews
Rolling Meadows Cinemas, Inc.


Loews
Roosevelt Field Cinemas, Inc.


Loews
Stonybrook Cinemas, Inc.


Loews
Theatre Management Corp.


Loews
Theatres Clearing Corp.


Loews
Toms River Cinemas, Inc.


Loews
Trylon Theatre, Inc.


Loews
USA Cinemas Inc.


 

















 


Loews
Vestal Cinemas, Inc.


Loews
Washington Cinemas, Inc.


Loews
West Long Branch Cinemas, Inc.


Loews-Hartz
Music Makers Theatres, Inc.


LTM
New York, Inc.


LTM
Turkish Holdings, Inc.


Mid-States
Theatres, Inc.


Music
Makers Theatres, Inc.


New
Brunswick Cinemas, Inc.


Nickelodeon
Boston, Inc.


North
Star Cinemas, Inc.


Parkchester
Amusement Corporation


Parsippany
Theatre Corp.


Plitt
Southern Theatres, Inc.


Plitt
Theatres, Inc.


Poli-New
England Theatres, Inc.


Putnam
Theatrical Corporation


Red
Bank Theatre Corporation


RKO
Century Warner Theatres, Inc.


Rosemont
Cinemas, Inc.


S &
J Theatres, Inc.


Sack
Theatres, Inc.


Skokie
Cinemas, Inc.


South
Holland Cinemas, Inc.


Star
Theatres of Michigan, Inc.


Star
Theatres, Inc.


Stroud
Mall Cinemas, Inc.


Talent
Booking Agency, Inc.


The
Walter Reade Organization, Inc.


Theater
Holdings, Inc.


Thirty-Fourth
Street Cinemas, Inc.


U.S.A.
Cinemas, Inc.


Webster
Chicago Cinemas, Inc.


White
Marsh Cinemas, Inc.


Woodfield
Cinemas, Inc.


Woodridge
Cinemas, Inc.


 

















 


ANNEX A


 


Each Broker-Dealer that receives New Securities for
its own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such New Securities.  The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, a Broker-Dealer will not be
deemed to admit that it is an “underwriter: 
within the meaning of the Securities Act.  This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. 
The Company has agreed that, starting on the Expiration Date (as defined
herein) and ending on the close of business one year after the Expiration Date,
it will make this Prospectus available to any Broker-Dealer for use in
connection with any such resale.  See “Plan
of Distribution.”


 

















 


ANNEX B


 


Each Broker-Dealer that receives New Securities for
its own account in exchange for Securities, where such Securities were acquired
by such Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. 
See “Plan of Distribution.”


 

















 


ANNEX C


 


PLAN OF
DISTRIBUTION


 


Each Broker-Dealer that receives New Securities for
its own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such New Securities.  This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired as a result of market-making activities or other
trading activities.  The Company has
agreed that, starting on the Expiration Date and ending on the close of
business one year after the Expiration Date, it will make this Prospectus, as
amended or supplemented, available to any Broker-Dealer for use in connection
with any such resale.  In addition, until
                    ,
2006, all dealers effecting transactions in the New Securities may be required
to deliver a prospectus.


 


The Company will not receive any proceeds from any
sale of New Securities by brokers-dealers. 
New Securities received by Broker-Dealers for their own account pursuant
to the Exchange Offer may be sold from time to time in one or more transactions
in the over-the-counter market, in negotiated transactions, through the writing
of options on the New Securities or a combination of such methods of resale, at
market prices prevailing at the time of resale, at prices related to such
prevailing market prices or negotiated prices. 
Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities.  Any Broker-Dealer that resells
New Securities that were received by it for its own account pursuant to the
Exchange Offer and any broker or dealer that participates in a distribution of
such New Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit of any such resale of New Securities and any
commissions or concessions received by any such Persons may be deemed to be
underwriting compensation under the Securities Act.  The Letter of Transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.


 


For a period of one year after the Expiration Date,
the Company will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any Broker-Dealer that requests
such documents in the Letter of Transmittal. 
The Company has agreed to pay all expenses incident to the Exchange
Offer (including the expenses of one counsel for the holder of the Securities)
other than commissions or concessions of any brokers or dealers and will
indemnify the holders of the Securities (including any Broker-Dealers) against
certain liabilities, including liabilities under the Securities Act.


 

















 


ANNEX D


 


Rider A


 


CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO
RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
OR SUPPLEMENTS THERETO.


 


Name:


Address:


 


Rider B


 


If the undersigned is not a Broker-Dealer, the
undersigned represents that it acquired the New Securities in the ordinary
course of its business, it is not engaged in, and does not intend to engage in,
a distribution of New Securities and it has no arrangements or understandings
with any Person to participate in a distribution of the New Securities.  If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.