Exhibit 10.5


 


GUARANTY


 


GUARANTY, dated
as of January 26, 2006 (this “Guaranty”), by AMC ENTERTAINMENT INC. (the “Company”) and each of the other entities listed on the
signature pages hereof or that becomes a party hereto pursuant to Section 24 (Additional Guarantors) hereof (each a “Subsidiary Guarantor” and, together with the Company,
collectively, the “Guarantors” and
individually a “Guarantor”), in favor of the
Administrative Agent, the Mexican Facility Agent, each Lender, each Issuer and
each other holder of an Obligation (as each such term is defined in the Credit
Agreement referred to below) (each, a “Guarantied Party”
and, collectively, the “Guarantied Parties”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the
Credit Agreement, dated as of January 26, 2006 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms defined therein and
used herein having the meanings given to them in the Credit Agreement), among
the Company, Grupo Cinemex, S.A. de C.V., a corporation organized under the
laws of Mexico, Cadena Mexicana de Exhibición, S.A. de C.V., a corporation
organized under the laws of Mexico, the Lenders and Issuers party thereto,
Citicorp North America, Inc., as agent for the Lenders and Issuers (in
such capacity, the “Administrative Agent”),
and Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, as
agent for the Lenders under the Mexican Facility, the Lenders and Issuers have
severally agreed to make extensions of credit to the Borrowers upon the terms
and subject to the conditions set forth therein;


 


WHEREAS, each Subsidiary
Guarantor is a direct or indirect Subsidiary of the Company;


 


WHEREAS, each Guarantor
will receive substantial direct and indirect benefits from the making of the
Loans, the issuance of the Letters of Credit and the granting of the other
financial accommodations to the Borrowers under the Credit Agreement; and


 


WHEREAS, a condition
precedent to the obligation of the Lenders and the Issuers to make their
respective extensions of credit to the Borrowers under the Credit Agreement is
that the Guarantors shall have executed and delivered this Guaranty for the
benefit of the Guarantied Parties;


 


NOW, THEREFORE, in
consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


Section 1                     Guaranty


 


(a)                                  To induce the Lenders to make the
Loans and the Issuers to issue Letters of Credit, each Guarantor hereby
absolutely, unconditionally and irrevocably guarantees, jointly with the other
Guarantors and severally, as primary obligor and not merely as surety, the full
and punctual payment when due and in the currency due, whether at stated
maturity or earlier, by reason of acceleration, mandatory prepayment or
otherwise in accordance herewith or any other Loan Document, of all the
Obligations (other than, in the case of the Company, the Company’s


 

















 


Obligations as a
Borrower), whether or not from time to time reduced or extinguished or
hereafter increased or incurred, whether or not recovery may be or hereafter
may become barred by any statute of limitations, whether or not enforceable as
against any Borrower, whether now or hereafter existing, and whether due or to
become due, including principal, interest (including interest at the contract
rate applicable upon default accrued or accruing after the commencement of any
proceeding under the Bankruptcy Code, or any applicable provisions of
comparable state or foreign law, whether or not such interest is an allowed
claim in such proceeding), fees and costs of collection.  This Guaranty constitutes a guaranty of
payment and not of collection.


 


(b)                                 Each Guarantor further agrees that,
if (i) any payment made by any Borrower or any other Person and applied to
the Obligations is at any time annulled, avoided, set aside, rescinded,
invalidated, declared to be fraudulent or preferential or otherwise required to
be refunded or repaid, or (ii) the proceeds of Collateral are required to
be returned by any Guarantied Party to any Borrower, its estate, trustee,
receiver or any other party, including any Guarantor, under any bankruptcy law,
equitable cause or any other Requirement of Law, then, to the extent of such
payment or repayment, any such Guarantor’s liability hereunder (and any Lien or
other Collateral securing such liability) shall be and remain in full force and
effect, as fully as if such payment had never been made.  If, prior to any of the foregoing, this
Guaranty shall have been cancelled or surrendered (and if any Lien or other
Collateral securing such Guarantor’s liability hereunder shall have been
released or terminated by virtue of such cancellation or surrender), this
Guaranty (and such Lien or other Collateral) shall be reinstated in full force
and effect, and such prior cancellation or surrender shall not diminish,
release, discharge, impair or otherwise affect the obligations of any such
Guarantor in respect of the amount of such payment (or any Lien or other
Collateral securing such obligation).


 


Section 2                     Limitation of Guaranty


 


Any term or provision of
this Guaranty or any other Loan Document to the contrary notwithstanding, the
maximum aggregate amount of the Obligations for which any Subsidiary Guarantor
shall be liable shall not exceed the maximum amount for which such Subsidiary
Guarantor can be liable without rendering this Guaranty or any other Loan
Document, as it relates to such Subsidiary Guarantor, subject to avoidance
under applicable law relating to fraudulent conveyance or fraudulent transfer
(including Section 548 of the Bankruptcy Code or any applicable provisions
of comparable state law) (collectively, “Fraudulent Transfer Laws”),
in each case after giving effect (a) to all other liabilities of such
Subsidiary Guarantor, contingent or otherwise, that are relevant under such
Fraudulent Transfer Laws (specifically excluding, however, any liabilities of
such Subsidiary Guarantor in respect of intercompany Indebtedness to any
Borrower to the extent that such Indebtedness would be discharged in an amount
equal to the amount paid by such Subsidiary Guarantor hereunder) and (b) to
the value as assets of such Subsidiary Guarantor (as determined under the
applicable provisions of such Fraudulent Transfer Laws) of any rights to
subrogation, contribution, reimbursement, indemnity or similar rights held by
such Subsidiary Guarantor pursuant to (i) applicable Requirements of Law, (ii) Section 3  (Contribution)
of this Guaranty or (iii) any other Contractual Obligations providing for
an equitable allocation among such Subsidiary Guarantor and other Subsidiaries
or Affiliates of the Company of obligations arising under this Guaranty or
other guaranties of the Obligations by such parties.


 


2

















 


Section 3                     Contribution


 


To the extent that any
Subsidiary Guarantor shall be required hereunder to pay a portion of the
Obligations exceeding the greater of (a) the amount of the economic
benefit actually received by such Subsidiary Guarantor from the Loans and the
other financial accommodations provided to the Borrowers under the Loan
Documents and (b) the amount such Subsidiary Guarantor would otherwise
have paid if such Subsidiary Guarantor had paid the aggregate amount of the
Obligations (excluding the amount thereof repaid by the Borrowers) in the same
proportion as such Subsidiary Guarantor’s net worth at the date enforcement is
sought hereunder bears to the aggregate net worth of all the Subsidiary
Guarantors at the date enforcement is sought hereunder, then such Guarantor
shall be reimbursed by such other Subsidiary Guarantors for the amount of such
excess, pro rata, based on the respective net worths of such other Subsidiary
Guarantors at the date enforcement hereunder is sought.


 


Section 4                     Authorization; Other Agreements


 


The Guarantied Parties
are hereby authorized, without notice to, or demand upon, any Guarantor, which
notice and demand requirements each are expressly waived hereby, and without
discharging or otherwise affecting the obligations of such Guarantor hereunder
(which obligations shall remain absolute and unconditional notwithstanding any
such action or omission to act), from time to time, to do each of the
following:


 


(a)                                  supplement, renew, extend,
accelerate or otherwise change the time for payment of, or other terms relating
to, the Obligations, or any part of them, or otherwise modify, amend or change
the terms of any promissory note or other agreement, document or instrument
(including the other Loan Documents) now or hereafter executed by any Borrower
and delivered to the Guarantied Parties or any of them, including any increase
or decrease of principal or the rate of interest thereon;


 


(b)                                 waive or otherwise consent to
noncompliance with any provision of any instrument evidencing the Obligations,
or any part thereof, or any other instrument or agreement in respect of the
Obligations (including the other Loan Documents) now or hereafter executed by any
Borrower and delivered to the Guarantied Parties or any of them;


 


(c)                                  accept partial payments on the
Obligations;


 


(d)                                 receive, take and hold additional
security or collateral for the payment of the Obligations or any part of them
and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail
to perfect, subordinate, transfer, otherwise alter and release any such
additional security or collateral;


 


(e)                                  settle, release, compromise, collect
or otherwise liquidate the Obligations or accept, substitute, release, exchange
or otherwise alter, affect or impair any security or collateral for the
Obligations or any part of them or any other guaranty therefor, in any manner;


 


(f)                                    add, release or substitute any one
or more other guarantors, makers or endorsers of the Obligations or any part of
them and otherwise deal with any Borrower or any other guarantor, maker or
endorser;


 


3

















 


(g)                                 apply to the Obligations any payment
or recovery (x) from any Borrower, from any other guarantor, maker or
endorser of the Obligations or any part of them or (y) from any Guarantor
in such order as provided herein, in each case whether such Obligations are
secured or unsecured or guaranteed or not guaranteed by others;


 


(h)                                 apply to the Obligations any payment
or recovery from any Guarantor of the Obligations or any sum realized from
security furnished by such Guarantor upon its indebtedness or obligations to
the Guarantied Parties or any of them, in each case whether or not such
indebtedness or obligations relate to the Obligations; and


 


(i)                                     refund at any time any payment
received by any Guarantied Party in respect of any Obligation, and payment to
such Guarantied Party of the amount so refunded shall be fully guaranteed
hereby even though prior thereto this Guaranty shall have been cancelled or
surrendered (or any release or termination of any Collateral by virtue
thereof), and such prior cancellation or surrender shall not diminish, release,
discharge, impair or otherwise affect the obligations of any Guarantor
hereunder in respect of the amount so refunded (and any Collateral so released
or terminated shall be reinstated with respect to such obligations);


 


even if any right of reimbursement or subrogation or
other right or remedy of any Guarantor is extinguished, affected or impaired by
any of the foregoing (including any election of remedies by reason of any
judicial, non-judicial or other proceeding in respect of the Obligations that
impairs any subrogation, reimbursement or other right of such Guarantor).


 


Section 5                     Guaranty Absolute and Unconditional


 


Each Guarantor hereby
waives to the fullest extent permitted by applicable law any defense of a
surety or guarantor or any other obligor on any obligations arising in
connection with or in respect of any of the following and hereby agrees that
its obligations under this Guaranty are absolute and unconditional and shall
not be discharged or otherwise affected as a result of any of the following:


 


(a)                                  the invalidity or unenforceability
of any of the Borrowers’ obligations under the Credit Agreement or any other
Loan Document or any other agreement or instrument relating thereto, or any
security for, or other guaranty of the Obligations or any part of them, or the
lack of perfection or continuing perfection or failure of priority of any
security for the Obligations or any part of them;


 


(b)                                 the absence of any attempt to
collect the Obligations or any part of them from any Borrower or other action
to enforce the same;


 


(c)                                  failure by any Guarantied Party to
take any steps to perfect and maintain any Lien on, or to preserve any rights
to, any Collateral;


 


(d)                                 any Guarantied Party’s election, in
any proceeding instituted under chapter 11 of the Bankruptcy Code, of the
application of Section 1111(b)(2) of the Bankruptcy Code or any
applicable provisions of comparable state or foreign law;


 


(e)                                  any borrowing or grant of a Lien by any
Borrower, as debtor-in-possession, or extension of credit, under Section 364
of the Bankruptcy Code or any applicable provisions of comparable state or
foreign law;


 


4

















 


(f)                                    the disallowance, under Section 502
of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or
claims) for repayment of the Obligations;


 


(g)                                 any use of cash collateral under Section 363
of the Bankruptcy Code;


 


(h)                                 any agreement or stipulation as to
the provision of adequate protection in any bankruptcy proceeding;


 


(i)                                     the avoidance of any Lien in favor
of the Guarantied Parties or any of them for any reason;


 


(j)                                     any bankruptcy, insolvency,
reorganization, arrangement, readjustment of debt, liquidation or dissolution
proceeding commenced by or against any Borrower, any Guarantor or any other Subsidiary
of any Borrower, including any discharge of, or bar or stay against collecting,
any Obligation (or any part of them or interest thereon) in or as a result of
any such proceeding;


 


(k)                                  failure by any Guarantied Party to
file or enforce a claim against any Borrower or its estate in any bankruptcy or
insolvency case or proceeding;


 


(l)                                     any action taken by any Guarantied
Party if such action is authorized hereby;


 


(m)                               any election following the
occurrence of an Event of Default by any Guarantied Party to proceed separately
against the personal property Collateral in accordance with such Guarantied
Party’s rights under the UCC or, if the Collateral consists of both personal
and real property, to proceed against such personal and real property in
accordance with such Guarantied Party’s rights with respect to such real
property;


 


(n)                                 any change in the corporate
existence or structure of any Borrower or any other Loan Party;


 


(o)                                 any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by any Guarantor or any other Person against any
Guarantied Party;


 


(p)                                 any Requirement of Law affecting any
term of any Guarantor’s obligations under this Guaranty; or


 


(q)                                 any other circumstance that might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor or any other obligor on any obligations, other than the payment in
full of the Obligations.


 


Section 6                     Waivers


 


Each Guarantor hereby
waives diligence, promptness, presentment, demand for payment or performance
and protest and notice of protest, notice of acceptance and any other notice in
respect of the Obligations or any part of them, and any defense arising by
reason of any disability or other defense of the Borrowers.  Each Guarantor shall not, until the
Obligations (other than contingent indemnification obligations as to which no
claim is pending) are


 


5

















 


irrevocably paid in full
and the Commitments have been terminated, assert any claim or counterclaim it
may have against any Borrower or set off any of its obligations to any Borrower
against any obligations of such Borrower to it. 
In connection with the foregoing, each Guarantor covenants that its
obligations hereunder shall not be discharged, except by complete performance.


 


Section 7                     Reliance


 


Each Guarantor hereby
assumes responsibility for keeping itself informed of the financial condition
of the Borrowers and any endorser and other guarantor of all or any part of the
Obligations, and of all other circumstances bearing upon the risk of nonpayment
of the Obligations, or any part thereof, that diligent inquiry would reveal,
and each Guarantor hereby agrees that no Guarantied Party shall have any duty
to advise any Guarantor of information known to it regarding such condition or
any such circumstances.  In the event any
Guarantied Party, in its sole discretion, undertakes at any time or from time
to time to provide any such information to any Guarantor, such Guarantied Party
shall be under no obligation (a) to undertake any investigation not a part
of its regular business routine, (b) to disclose any information that such
Guarantied Party, pursuant to accepted or reasonable commercial finance or
banking practices, wishes to maintain confidential or (c) to make any
other or future disclosures of such information or any other information to any
Guarantor.


 


Section 8                     Waiver of Subrogation and
Contribution Rights


 


Until the Obligations (other
than contingent indemnification obligations as to which no claim is pending) have
been irrevocably paid in full and the Commitments have been terminated, the
Guarantors shall not enforce or otherwise exercise any right of subrogation to
any of the rights of the Guarantied Parties or any part of them against the
Borrowers or any right of reimbursement or contribution or similar right
against the Borrowers by reason of this Guaranty or by any payment made by any
Guarantor in respect of the Obligations.


 


Section 9                     Subordination


 


Each Guarantor hereby
agrees that any Indebtedness of the Borrowers now or hereafter owing to any
Guarantor, whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby subordinated to all
of the Obligations and that, upon the occurrence and during the continuance of
an Event of Default, the Guarantor Subordinated Debt shall not be paid in whole
or in part until the Obligations have been paid in full and this Guaranty is
terminated and of no further force or effect. 
No Guarantor shall accept any payment of or on account of any Guarantor
Subordinated Debt at any time in contravention of the foregoing.  Upon the occurrence and during the
continuance of an Event of Default, the Borrowers shall pay to the
Administrative Agent any payment of all or any part of the Guarantor
Subordinated Debt and any amount so paid to the Administrative Agent shall be
applied to payment of the Obligations as provided in Section 2.13(f) (Payments
and Computations) of the Credit Agreement.  Each payment on the Guarantor Subordinated
Debt received in violation of any of the provisions hereof shall be deemed to
have been received by such Guarantor as trustee for the Guarantied Parties and
shall be paid over to the Administrative Agent immediately on account of the
Obligations, but without otherwise affecting in any manner such Guarantor’s
liability hereof.  Each Guarantor agrees
to file all claims against the Borrowers in any bankruptcy or other proceeding
in which the filing of claims is required by law in respect of any Guarantor
Subordinated Debt, and the Administrative Agent shall be entitled to all of
such Guarantor’s rights thereunder.  If
for any reason a Guarantor fails to file such claim at least ten Business Days
prior to the last date on


 


6

















 


which such claim should
be filed, such Guarantor hereby irrevocably appoints the Administrative Agent
as its true and lawful attorney-in-fact and is hereby authorized to act as
attorney-in-fact in such Guarantor’s name to file such claim or, in the
Administrative Agent’s discretion, to assign such claim to and cause proof of
claim to be filed in the name of the Administrative Agent or its nominee.  In all such cases, whether in administration,
bankruptcy or otherwise, the person or persons authorized to pay such claim
shall pay to the Administrative Agent the full amount payable on the claim in
the proceeding, and, to the full extent necessary for that purpose, each
Guarantor hereby assigns to the Administrative Agent all of such Guarantor’s
rights to any payments or distributions to which such Guarantor otherwise would
be entitled.  If the amount so paid is
greater than such Guarantor’s liability hereunder, the Administrative Agent
shall pay the excess amount to the party entitled thereto.  In addition, each Guarantor hereby
irrevocably appoints the Administrative Agent as its attorney-in-fact to
exercise all of such Guarantor’s voting rights in connection with any
bankruptcy proceeding or any plan for the reorganization of such Borrower.


 


Section 10              Default; Remedies


 


The obligations of each
Guarantor hereunder are independent of and separate from the Obligations.  If any Obligation is not paid when due, or
upon any Event of Default hereunder or upon any default by any Borrower as
provided in any other instrument or document evidencing all or any part of the
Obligations, the Administrative Agent may, at its sole election, proceed
directly and at once, without notice, against any Guarantor to collect and
recover the full amount or any portion of the Obligations then due, without
first proceeding against such Borrower or any other guarantor of the
Obligations, or against any Collateral under the Loan Documents or joining such
Borrower or any other guarantor in any proceeding against any Guarantor.


 


Section 11              Irrevocability


 


This Guaranty shall be
irrevocable as to the Obligations (or any part thereof) until the Commitments
have been terminated and all monetary Obligations then outstanding have been
irrevocably repaid in cash, at which time this Guaranty shall automatically be
cancelled.  Upon such cancellation and at
the written request of any Guarantor or its successors or assigns, and at the
cost and expense of such Guarantor or its successors or assigns, the Administrative
Agent shall execute in a timely manner a satisfaction of this Guaranty and such
instruments, documents or agreements as are necessary or desirable to evidence
the termination of this Guaranty.


 


Section 12              Setoff


 


Upon the occurrence and
during the continuance of an Event of Default, each Guarantied Party and each
Affiliate of a Guarantied Party may, without notice to any Guarantor and
regardless of the acceptance of any security or collateral for the payment
hereof, appropriate and apply toward the payment of all or any part of the
Obligations (a) any indebtedness due or to become due from such Guarantied
Party or Affiliate to such Guarantor and (b) any moneys, credits or other
property belonging to such Guarantor, at any time held by, or coming into, the
possession of such Guarantied Party or Affiliate.


 


7

















 


Section 13              No Marshalling


 


Each Guarantor consents
and agrees that no Guarantied Party or Person acting for or on behalf of any
Guarantied Party shall be under any obligation to marshal any assets in favor
of any Guarantor or against or in payment of any or all of the Obligations.


 


Section 14              Enforcement; Waivers; Amendments


 


(a) No delay on the
part of any Guarantied Party in the exercise of any right or remedy arising
under this Guaranty, the Credit Agreement, any other Loan Document or otherwise
with respect to all or any part of the Obligations, the Collateral or any other
guaranty of or security for all or any part of the Obligations shall operate as
a waiver thereof, and no single or partial exercise by any such Person of any
such right or remedy shall preclude any further exercise thereof.  Failure by any Guarantied Party at any time
or times hereafter to require strict performance by any Borrower, any
Guarantor, any other guarantor of all or any part of the Obligations or any
other Person of any provision, warranty, term or condition contained in any
Loan Document now or at any time hereafter executed by any such Persons and
delivered to any Guarantied Party shall not waive, affect or diminish any right
of any Guarantied Party at any time or times hereafter to demand strict
performance thereof and such right shall not be deemed to have been waived by
any act (except by a written instrument pursuant to Section 14(b))
or knowledge of any Guarantied Party, or its respective agents, officers or
employees.  No waiver of any Event of
Default by any Guarantied Party shall operate as a waiver of any other Event of
Default or the same Event of Default on a future occasion, and no action by any
Guarantied Party permitted hereunder shall in any way affect or impair any
Guarantied Party’s rights and remedies or the obligations of any Guarantor
under this Guaranty.  Any determination
by a court of competent jurisdiction of the amount of any principal or interest
owing by any Borrower to a Guarantied Party shall be conclusive and binding on
each Guarantor irrespective of whether such Guarantor was a party to the suit
or action in which such determination was made.


 


(b) None of the
terms or provisions of this Guaranty may be waived, amended, supplemented or
modified except in accordance with Section 11.1 (Amendments,
Waivers, Etc.) of the Credit Agreement.


 


Section 15              Successors and Assigns


 


This Guaranty shall be
binding upon each Guarantor and upon the successors and assigns of such
Guarantors and shall inure to the benefit of the Guarantied Parties and their
respective successors and assigns; all references herein to the Borrowers and
to the Guarantors shall be deemed to include their respective successors and
assigns.  The successors and assigns of
the Guarantors and the Borrowers shall include, without limitation, their
respective receivers, trustees and debtors-in-possession.  All references to the singular shall be
deemed to include the plural where the context so requires.


 


Section 16              Representations and Warranties;
Covenants


 


Each Guarantor hereby (a) represents
and warrants that the representations and warranties as to it made by the
Borrowers in Article IV (Representations and
Warranties) of the Credit Agreement are true and correct on each
date as required by Section 3.2(b)(i) and (ii) (Conditions Precedent to Each Loan and Letter of Credit)
of the Credit Agreement and (b) agrees to take, or refrain from taking, as
the case may be, each action necessary to be taken or not taken,


 


8

















 


as the case may be, so
that no Default or Event of Default is caused by the failure to take such
action or to refrain from taking such action by such Guarantor.


 


Section 17              Governing Law


 


This Guaranty and the
rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.


 


Section 18              Submission to Jurisdiction; Service
of Process


 


(a)                                  Any legal action or proceeding with
respect to this Guaranty, and any other Loan Document, may be brought in the
courts of the State of New York or of the United States of America for the
Southern District of New York, and, by execution and delivery of this Guaranty,
each Guarantor hereby accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts.  The parties hereto hereby irrevocably waive
any objection, including any objection to the laying of venue or based on the
grounds of forum  non
conveniens, that any of them may now or
hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.


 


(b)                                 Each Guarantor hereby irrevocably
consents to the service of any and all legal process, summons, notices and
documents in any suit, action or proceeding brought in the United States of
America arising out of or in connection with this Guaranty or any other Loan
Document by the mailing (by registered or certified mail, postage prepaid) or
delivering of a copy of such process to such Guarantor care of the Company at
the Company’s address specified in Section 11.8
(Notices, Etc.) of the Credit
Agreement.  Each Guarantor agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


 


(c)                                  Nothing contained in this Section 18 (Submission to Jurisdiction; Service of Process)
shall affect the right of the Administrative Agent or any other Guarantied
Party to serve process in any other manner permitted by law or commence legal
proceedings or otherwise proceed against a Guarantor in any other jurisdiction.


 


(d)                                 If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due hereunder in Dollars
into another currency, the parties hereto agree, to the fullest extent they may
effectively do so, that the rate of exchange used shall be that at which in accordance
with normal banking procedures the Administrative Agent could purchase Dollars
with such other currency at the spot rate of exchange quoted by the
Administrative Agent at 11:00 a.m. (New York time) on the Business Day
preceding that on which final judgment is given, for the purchase of Dollars,
for delivery two Business Days thereafter.


 


Section 19              Waiver of Judicial Bond


 


To the fullest extent
permitted by applicable law, the Guarantor waives the requirement to post any
bond that otherwise may be required of any Guarantied Party in connection with
any judicial proceeding to enforce such Guarantied Party’s rights to payment
hereunder, security interest in or other rights to the Collateral or in
connection with any other legal or equitable action or proceeding arising out
of, in connection with, or related to this Guaranty and the Loan Documents to
which it is a party.


 


9

















 


Section 20              Certain Terms


 


The following rules of
interpretation shall apply to this Guaranty: (a) the terms “herein,” “hereof,” “hereto” and “hereunder” and
similar terms refer to this Guaranty as a whole and not to any particular
Article, Section, subsection or clause in this Guaranty, (b) unless
otherwise indicated, references herein to an Exhibit, Article, Section, subsection or
clause refer to the appropriate Exhibit to, or Article, Section, subsection or
clause in this Guaranty and (c) the term “including”
means “including without limitation” except
when used in the computation of time periods.


 


Section 21              Waiver of Jury Trial


 


EACH OF THE ADMINISTRATIVE AGENT,
THE OTHER GUARANTIED PARTIES AND EACH GUARANTOR IRREVOCABLY WAIVES TRIAL BY
JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY AND ANY OTHER
LOAN DOCUMENT.


 


Section 22              Notices


 


Any notice or other
communication herein required or permitted shall be given as provided in Section 11.8 (Notices, Etc.) of the Credit Agreement
and, in the case of any Guarantor, to such Guarantor in care of the Company.


 


Section 23              Severability


 


Wherever possible, each
provision of this Guaranty shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Guaranty
shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of
this Guaranty.


 


Section 24              Additional Guarantors


 


Each of the Guarantors
agrees that, if, pursuant to Section 7.11(a) (Additional
Collateral and Guaranties) of the Credit Agreement, the Company shall
be required to cause any Subsidiary thereof that is not a Guarantor to become a
Guarantor hereunder, or if for any reason the Company desires any such
Subsidiary to become a Guarantor hereunder, such Subsidiary shall execute and
deliver to the Administrative Agent a Guaranty Supplement in substantially the
form of Exhibit A (Guaranty Supplement) attached
hereto and shall thereafter for all purposes be a party hereto and have the
same rights, benefits and obligations as a Guarantor party hereto on the
Closing Date.


 


Section 25              Release of Guarantors


 


At the request and sole
expense of the Company, and subject to Section 11.1(a)(ix) of
the Credit Agreement, a Subsidiary Guarantor shall be released from this
Guaranty and its obligations hereunder upon the consummation of any sale or
other disposition of such Subsidiary Guarantor or designation of such
Subsidiary Guarantor as an Unrestricted Subsidiary, in each case permitted by
the Credit Agreement; provided, however, that no such release shall occur if such Guarantor
is a guarantor in respect of any Indebtedness of any Domestic Loan Party.  The Administrative Agent will, at the Company’s
sole expense, execute and deliver to the


 


10

















 


Company such documents as
the Company shall reasonably request to evidence the release of such Subsidiary
Guarantor from its Guaranty Obligations pursuant to this Section 25;
provided, however,
that the Company shall have delivered to the Administrative Agent, at least
five Business Days prior to the date of the proposed release, a written request
therefor and a certificate from a Responsible Officer of the Company to the
effect that such sale, disposition or designation is in compliance with the
Loan Documents.  The Administrative Agent
shall be authorized to rely on any such certificate without independent
investigation.


 


Section 26              Collateral


 


Each Guarantor hereby
acknowledges and agrees that its obligations under this Guaranty are secured
pursuant to the terms and provisions of the Collateral Documents executed by it
in favor of the Administrative Agent, for the benefit of the Secured Parties,
and covenants that it shall not grant any Lien with respect to its Property in
favor, or for the benefit, of any Person other than the Administrative Agent,
for the benefit of the Secured Parties except as otherwise permitted by Section 8.2 (Liens, etc.) of the Credit Agreement.


 


Section 27              Costs and Expenses


 


In accordance with the
provisions of Section 11.3 (Costs and Expenses)
of the Credit Agreement, each Guarantor agrees to pay or reimburse the
Administrative Agent and each of the other Guarantied Parties upon demand for
all out-of-pocket costs and expenses, including reasonable attorneys’ fees
(including allocated costs of internal counsel and costs of settlement),
incurred by the Administrative Agent and such other Guarantied Parties in
enforcing this Guaranty against such Guarantor or any security therefor or
exercising or enforcing any other right or remedy available in connection
herewith or therewith.


 


Section 28              Waiver of Consequential Damages


 


EACH GUARANTOR HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY
RIGHT IT MAY HAVE TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGE IN ANY LEGAL ACTION OR PROCEEDING IN RESPECT OF THIS
GUARANTY OR ANY OTHER LOAN DOCUMENT.


 


Section 29              Entire Agreement


 


This Guaranty, taken
together with all of the other Loan Documents executed and delivered by the
Guarantors, represents the entire agreement and understanding of the parties
hereto and supersedes all prior understandings, written and oral, relating to
the subject matter hereof.


 


Section 30              Counterparts


 


This Guaranty may be
executed in any number of separate counterparts and by different parties in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.  Signature pages may be
detached from multiple counterparts and attached to a single counterpart so
that all signature pages are attached to the same document.  Delivery of an executed counterpart by facsimile
transmission or electronic mail shall be effective as delivery of a manually
executed counterpart.


 


11

















 


[SIGNATURE PAGES FOLLOW]


 


12

















 


IN WITNESS WHEREOF, this
Guaranty has been duly executed by the Guarantors as of the day and year first
set forth above.


 


	
   

  	
  AMC ENTERTAINMENT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: Craig R. Ramsey

  
	
   

  	
   

  	
  Title: Executive Vice President and Chief

  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EACH GUARANTOR LISTED ON SCHEDULE I

  HERETO

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: Craig R. Ramsey

  
	
   

  	
   

  	
  Title: Executive Vice President and Chief

  Executive 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

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Plitt Theatres, Inc., the Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: Craig R. Ramsey

  
	
   

  	
   

  	
  Title: Executive Vice President and Chief

  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GATEWAY CINEMAS, LLC

  
	
   

  	
  LEWISVILLE CINEMAS, LLC

  
	
   

  	
  LOEWS GARDEN STATE CINEMAS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By: RKO Century Warner Theatres, Inc., the

  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: Craig R. Ramsey

  
	
   

  	
   

  	
  Title: Executive Vice President and Chief

  Executive Officer

  



 


 


[SIGNATURE PAGE TO GUARANTY]


 

















 


	
   

  	
  LOEWS CINEPLEX U.S. CALLCO, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Loews Cineplex Theatres, Inc., the Sole

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: Craig R. Ramsey

  
	
   

  	
   

  	
  Title: Executive Vice President and Chief

  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LOEKS-STAR PARTNERS

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Star Theatres of Michigan, Inc., a General

  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: Craig R. Ramsey

  
	
   

  	
   

  	
  Title: Executive Vice President and Chief

  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MAGIC JOHNSON THEATERS LIMITED

  PARTERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
  By: S & J Theatres, Inc., its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: Craig R. Ramsey

  
	
   

  	
   

  	
  Title: Executive Vice President and Chief

  Executive Officer

  



 

















 


	
  ACKNOWLEDGED AND
  AGREED

  
	
  as of the date
  first above written:

  
	
   

  
	
  CITICORP NORTH
  AMERICA, INC.

  
	
  as
  Administrative Agent

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Rob Ziemer

  	
   

  
	
  Name: Rob Ziemer

  
	
  Title: Vice
  President

  



 

















 


SCHEDULE I


 


AMC
CARD PROCESSING SERVICES, INC.


AMC
ENTERTAINMENT INTERNATIONAL, INC.


AMC
REALTY, INC.


AMC-GCT,
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 CINEMAS,
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.


LOEW’S 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 CORPORATION


LOEWS CINEPLEX ENTERTAINMENT
GIFT CARD CORPORATION


LOEWS CINEPLEX INTERNATIONAL
HOLDINGS, INC.


LOEWS CINEPLEX THEATRES,
INC.


LOEWS CINEPLEX THEATRES
HOLDCO, 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 THEATRES, 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.


THEATRE 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.


 

















 


EXHIBIT A


TO


GUARANTY


 


 


FORM OF GUARANTY SUPPLEMENT


 


 


The undersigned hereby
agrees to be bound as a Guarantor for purposes of the Guaranty, dated as of January 26,
2006 (the “Guaranty”), among AMC Entertainment Inc.
and certain of its Subsidiaries listed on the signature pages thereof and
acknowledged by Citicorp North America, Inc., as Administrative Agent, and
the undersigned hereby acknowledges receipt of a copy of the Guaranty.  The undersigned hereby represents and
warrants that each of the representations and warranties contained in Section 16 (Representations and Warranties; Covenants) of
the Guaranty applicable to it is true and correct on and as the date hereof as
if made on and as of such date. 
Capitalized terms used herein but not defined herein are used with the
meanings given them in the Guaranty.


 


IN WITNESS WHEREOF, the
undersigned has caused this Guaranty Supplement to be duly executed and
delivered as of                   
    , 20    .


 


 


	
   

  	
  [NAME OF SUBSIDIARY GUARANTOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND
  AGREED

  	
   

  
	
  as of the date
  first above written:

  	
   

  
	
   

  	
   

  
	
  CITICORP NORTH
  AMERICA, INC.

  	
   

  
	
  as
  Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title: