Exhibit 10.9


 


PLEDGE AND SECURITY
AGREEMENT


 


Dated as of January 26,
2006


 


 


among


 


AMC ENTERTAINMENT INC.

as a Grantor



and



Each Other Grantor

From Time to Time Party Hereto


 


 


and


 


 


CITICORP NORTH AMERICA,
INC.

as Administrative Agent


 


 


WEIL, GOTSHAL & MANGES LLP

767 FIFTH AVENUE

NEW YORK, NEW YORK 10153-0119


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINED TERMS

  	
  1

  
	
  Section 1.1

  	
  Definitions

  	
  1

  
	
  Section 1.2

  	
  Certain Other Terms

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
  GRANT
  OF SECURITY INTEREST

  	
  5

  
	
  Section 2.1

  	
  Collateral

  	
  5

  
	
  Section 2.2

  	
  Grant of Security
  Interest in Collateral

  	
  6

  
	
  Section 2.3

  	
  Cash Collateral
  Accounts

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  7

  
	
  Section 3.1

  	
  Title; No Other Liens

  	
  7

  
	
  Section 3.2

  	
  Perfection and Priority

  	
  7

  
	
  Section 3.3

  	
  Jurisdiction of
  Organization; Chief Executive Office

  	
  7

  
	
  Section 3.4

  	
  Inventory and Equipment

  	
  7

  
	
  Section 3.5

  	
  Pledged Collateral

  	
  7

  
	
  Section 3.6

  	
  Accounts

  	
  8

  
	
  Section 3.7

  	
  Intellectual Property

  	
  8

  
	
  Section 3.8

  	
  Deposit Accounts;
  Securities Accounts

  	
  8

  
	
  Section 3.9

  	
  Commercial Tort Claims

  	
  8

  
	
  Section 3.10

  	
  Specific Collateral

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
  COVENANTS

  	
  9

  
	
  Section 4.1

  	
  Generally

  	
  9

  
	
  Section 4.2

  	
  Maintenance of
  Perfected Security Interest; Further Documentation

  	
  9

  
	
  Section 4.3

  	
  Changes in Locations,
  Name, Etc

  	
  9

  
	
  Section 4.4

  	
  Pledged Collateral

  	
  10

  
	
  Section 4.5

  	
  Accounts

  	
  11

  
	
  Section 4.6

  	
  Delivery of Instruments
  and Chattel Paper

  	
  11

  
	
  Section 4.7

  	
  Intellectual Property

  	
  11

  
	
  Section 4.8

  	
  Notice of Commercial
  Tort Claims

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
  REMEDIAL
  PROVISIONS

  	
  13

  
	
  Section 5.1

  	
  Code and Other Remedies

  	
  13

  
	
  Section 5.2

  	
  Accounts and Payments
  in Respect of General Intangibles

  	
  13

  
	
  Section 5.3

  	
  Pledged Collateral

  	
  14

  
	
  Section 5.4

  	
  Proceeds to be Turned
  Over To Administrative Agent

  	
  15

  
	
  Section 5.5

  	
  Securities Act, Etc

  	
  16

  
	
  Section 5.6

  	
  Deficiency

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  THE
  ADMINISTRATIVE AGENT

  	
  16

  
	
  Section 6.1

  	
  Administrative Agent’s
  Appointment as Attorney-in-Fact

  	
  16

  
	
  Section 6.2

  	
  Duty of Administrative
  Agent

  	
  18

  
	
  Section 6.3

  	
  Authorization of
  Financing Statements

  	
  18

  
	
  Section 6.4

  	
  Authority of
  Administrative Agent

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  MISCELLANEOUS

  	
  19

  
	
  Section 7.1

  	
  Amendments in Writing

  	
  19

  
	
  Section 7.2

  	
  Notices

  	
  19

  
				



 


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  Page

  
	
   

  	
   

  	
   

  
	
  Section 7.3

  	
  No Waiver by Course of
  Conduct; Cumulative Remedies

  	
  19

  
	
  Section 7.4

  	
  Successors and Assigns

  	
  20

  
	
  Section 7.5

  	
  Counterparts

  	
  20

  
	
  Section 7.6

  	
  Severability

  	
  20

  
	
  Section 7.7

  	
  Section Headings

  	
  20

  
	
  Section 7.8

  	
  Entire Agreement

  	
  20

  
	
  Section 7.9

  	
  Governing Law

  	
  20

  
	
  Section 7.10

  	
  Additional Grantors

  	
  20

  
	
  Section 7.11

  	
  Release of Collateral

  	
  21

  
	
  Section 7.12

  	
  Reinstatement

  	
  21

  



 


ii

















 


ANNEXES
AND SCHEDULES


 


	
  Annex 1

  	
  Form of Pledge Amendment

  
	
  Annex 2

  	
  Form of Joinder Agreement

  
	
  Annex 3

  	
  Form of Short Form Intellectual Property Security
  Agreement

  
	
   

  	
   

  
	
  Schedule 1

  	
  Jurisdiction of Organization; Chief Executive Office

  
	
  Schedule 2

  	
  Pledged Collateral

  
	
  Schedule 3

  	
  Filings

  
	
  Schedule 4

  	
  Location of Inventory and Equipment

  
	
  Schedule 5

  	
  Intellectual Property

  
	
  Schedule 6

  	
  Deposit Accounts; Securities Accounts

  
	
  Schedule 7

  	
  Commercial Tort Claims

  



 


iii

















 


PLEDGE AND SECURITY AGREEMENT, dated as of January 26, 2006, 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 7.10 (Additional Grantors)
(each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp North America, Inc. (“CNAI”), as agent  (in such capacity, the “Administrative
Agent”) for the Secured Parties (as defined in the Credit Agreement
referred to below).


 


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”),
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, CNAI,
as agent for the Lenders and Issuers, and Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero
Banamex, as agent for the Lenders under the Mexican Facility, the
Lenders and the Issuers have severally agreed to make extensions of credit to
the Borrowers upon the terms and subject to the conditions set forth therein;


 


WHEREAS, the Grantors are party to the Guaranty pursuant to which they
have guaranteed the Obligations (as defined in the Credit Agreement); and


 


WHEREAS, it is 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 that the Grantors shall have executed and delivered
this Agreement to the Administrative Agent;


 


NOW, THEREFORE, in consideration of the premises and to induce the
Lenders, the Issuers and the Agents to enter into the Credit Agreement and to
induce the Lenders and the Issuers to make their respective extensions of
credit to the Borrowers thereunder, each Grantor hereby agrees with the
Administrative Agent as follows:


 


ARTICLE I                                                           DEFINED TERMS


 


Section 1.1                                   Definitions


 


(a)           Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
have the meanings given to them in the Credit Agreement.


 


(b)           Terms
used herein without definition that are defined in the UCC have the meanings
given to them in the UCC (and if defined in more than one Article of the UCC,
shall have the meaning set forth in Article 9 thereof), including the following
terms (which are capitalized herein):


 


“Account Debtor”


“Account”


“Certificated Security”


“Chattel Paper”


“Commercial Tort Claim”


“Commodity Account”


“Deposit Account”


“Documents”


 

















 


“Equipment”


“General Intangible”


“Goods”


“Instruments”


“Inventory”


“Investment Property”


“Letter-of-Credit Right”


“Proceeds”


“Securities Account”


“Security”


“Security Entitlement”


 


(c)           The
following terms shall have the following meanings:


 


“Additional Pledged Collateral” means any
Pledged Collateral acquired by any Grantor after the date hereof and in which a
security interest is granted pursuant to Section 2.2 (Grant of
Security Interest in Collateral), including, to the extent a
security interest is granted therein pursuant to Section 2.2
(Grant of Security Interest in Collateral), (i) all Stock and
Stock Equivalents of any Person that are acquired by any Grantor after the date
hereof, together with all certificates, instruments or other documents representing
any of the foregoing and all Security Entitlements of any Grantor in respect of
any of the foregoing, (ii) all additional Indebtedness from time to time
owed to any Grantor by any obligor on the Pledged Debt Instruments and the Instruments
evidencing such Indebtedness and (iii) all interest, cash, Instruments and
other property or Proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any of the foregoing.  “Additional Pledged
Collateral” may be General Intangibles, Instruments or Investment
Property.


 


“Agreement” means this Pledge and
Security Agreement.


 


“Collateral” has the meaning specified in
Section 2.1 (Collateral).


 


“Copyright Licenses” means any written
agreement naming any Grantor as licensor or licensee granting any right under
any Copyright, including the grant of any right to copy, publicly perform,
create derivative works, distribute, exploit or sell materials derived from any
Copyright.


 


“Copyrights” means (a) all
copyrights arising under the laws of the United States, any other country or
any political subdivision thereof, whether registered or unregistered and
whether published or unpublished, and all registrations and applications in
connection therewith, including all registrations and applications in the
United States Copyright Office or in any foreign counterparts thereof, and
(b) the right to obtain all renewals thereof.


 


“Excluded Equity” means any voting stock in
excess of 65% of the total outstanding voting stock of any direct Subsidiary of
any Grantor that is a Non-U.S. Person. 
For the purposes of this definition, “voting stock”
means, as to any issuer, the issued and outstanding shares of each class of
capital stock or other ownership interests of such issuer entitled to vote
(within the meaning of Treasury Regulations § 1.956-2(c)(2)).


 


“Excluded Property” means, collectively,
(i) Excluded Equity, (ii) any permit, lease, license, contract, instrument or
other agreement held by any Grantor that prohibits or requires the consent of
any Person other than the Company and its Affiliates as a condition to the


 


2

















 


creation by such Grantor of a Lien thereon, or any permit, lease,
license contract or other agreement held by any Grantor to the extent that any
Requirement of Law applicable thereto prohibits the creation of a Lien thereon,
but only, in each case, to the extent, and for so long as, such prohibition is
not terminated or rendered unenforceable or otherwise deemed ineffective by the
UCC or any other Requirement of Law, (iii) any Trademark that is the subject of
an application under 15 U.S.C. Section 1051(b) on the basis of any Grantor’s
intent to use such Trademark, unless or until a Statement of Use or Amendment
to Allege Use has been filed with and accepted by the U.S. Patent and Trademark
Office, (iv) Equipment owned by any Grantor that is subject to a purchase money
Lien or a Capital Lease if the contract or other agreement in which such Lien
is granted (or in the documentation providing for such Capital Lease) prohibits
or requires the consent of any Person other than the Company and its Affiliates
as a condition to the creation of any other Lien on such Equipment, (v) the
Stock of Kips Bay Cinemas, Inc. and Thirty-Fourth Street Cinemas, Inc. to the
extent any lease held by such Grantors on the Closing Date prohibits or
requires the consent of any Person other than the Company and its Affiliates as
a condition to the creation by the applicable Grantor of a Lien on such Stock,
but only, in each case, to the extent, and for so long as, such lease or
prohibition is not terminated or rendered unenforceable or otherwise deemed
ineffective by the UCC or any other Requirement of Law or such consent is not
obtained, (vi) prior to the 30th day following the Closing Date, the Stock of
Loews Cineplex Theatres, Inc. and Forty-Second Street Cinemas, Inc., (vii)
Deposit Accounts (other than Cash Collateral Accounts) and (viii) Securities
Accounts (other than Cash Collateral Accounts); provided,
however, “Excluded
Property” shall not include any Proceeds, substitutions or
replacements of Excluded Property (unless such Proceeds, substitutions or
replacements would constitute Excluded Property).


 


“Intellectual Property” means,
collectively, all rights, priorities and privileges of any Grantor relating to
intellectual property, whether arising under United States, multinational or
foreign laws or otherwise, including Copyrights, Copyright Licenses, Patents,
Patent Licenses, Trademarks, Trademark Licenses, trade secrets and Internet
domain names, and all rights to sue at law or in equity for any infringement or
other impairment thereof, including the right to receive all proceeds and
damages therefrom.


 


“Material Intellectual Property” means
Intellectual Property owned by or licensed to a Grantor that is material to the
conduct of such Grantor’s business.


 


“Patents” means (a) all letters patent
of the United States, any other country or any political subdivision thereof
and all reissues and extensions thereof, (b) all applications for letters
patent of the United States or any other country and all divisionals,
continuations and continuations-in-part thereof and (c) all rights to
obtain any reissues, continuations or continuations-in-part of the foregoing.


 


“Patent License” means all written agreements
providing for the grant by or to any Grantor of any right to manufacture, have
manufactured, use, import, sell or offer for sale any invention covered in
whole or in part by a Patent.


 


“Pledged Certificated Stock” means all
Certificated Securities and any other Stock and Stock Equivalent of a Person
evidenced by a certificate, Instrument or other equivalent document, in each
case owned by any Grantor, including all Stock and Stock Equivalents listed on Schedule 2 (Pledged Collateral).


 


“Pledged Collateral” means, collectively,
the Pledged Stock, Pledged Debt Instruments, any other Investment Property of
any Grantor, all certificates or other Instruments


 


3

















 


representing any of the foregoing and all Security Entitlements of any
Grantor in respect of any of the foregoing. 
Pledged Collateral may be General Intangibles, Instruments or Investment
Property.


 


“Pledged Debt Instruments” means all
right, title and interest of any Grantor in Instruments evidencing any
Indebtedness having, in the case of each Instrument, a principal amount in
excess of $2,500,000 owed to such Grantor, including all Indebtedness described
on Schedule 2 (Pledged Collateral),
issued by the obligors named therein.


 


“Pledged Stock” means all Pledged
Certificated Stock and all Pledged Uncertificated Stock.  For purposes of this Agreement, the term “Pledged Stock” shall not include any Excluded Equity.


 


“Pledged Uncertificated Stock” means any
Stock or Stock Equivalent of any Person that is not Pledged Certificated Stock,
including all right, title and interest of any Grantor as a limited or general
partner in any partnership not constituting Pledged Certificated Stock or as a
member of any limited liability company not constituting Pledged Certificated
Stock and all right, title and interest of any Grantor in, to and under any Constituent
Document of any partnership or limited liability company to which it is a
party.


 


“Securities Act” means the Securities Act
of 1933, as amended.


 


“Trademark License” means any written
agreement providing for the grant by or to any Grantor of any right to use any
Trademark.


 


“Trademarks” means (a) all
trademarks, trade names, corporate names, company names, business names,
fictitious business names, trade styles, service marks, logos and other source
or business identifiers, and, in each case, all goodwill associated therewith,
whether now existing or hereafter adopted or acquired, and all registrations
and applications to register any of the foregoing, in each case whether in the
United States Patent and Trademark Office or in any similar office or agency of
the United States, any State thereof or any other country or any political
subdivision thereof, or otherwise, and all common-law rights related thereto,
and (b) the right to obtain all renewals thereof.


 


“UCC” means the Uniform Commercial Code
as from time to time in effect in the State of New York; provided,
however, that, in the event that, by
reason of mandatory provisions of law, any of the attachment, perfection or
priority of the Administrative Agent’s and the Secured Parties’ security
interest in any Collateral is governed by the Uniform Commercial Code as in
effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in
such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection or priority and for purposes of definitions related to
such provisions.


 


“Vehicles” means all vehicles covered by
a certificate of title law of any state.


 


Section 1.2                                   Certain
Other Terms


 


(a)           In
this Agreement, in the computation of periods of time from a specified date to
a later specified date, the word “from” means “from and including” and the words “to”
and “until” each mean “to but excluding” and
the word “through” means “to and including.”


 


4

















 


(b)           The
terms “herein,” “hereof,”
“hereto” and “hereunder”
and similar terms refer to this Agreement as a whole and not to any particular
Article, Section, subsection or clause in this Agreement.


 


(c)           References
herein to an Annex, Schedule, Article, Section, subsection or clause refer to
the appropriate Annex or Schedule to, or Article, Section, subsection or clause
in this Agreement.


 


(d)           The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.


 


(e)           Where
the context requires, provisions relating to any Collateral, when used in
relation to a Grantor, shall refer to such Grantor’s Collateral or any relevant
part thereof.


 


(f)            Any
reference in this Agreement to a Loan Document shall include all appendices,
exhibits and schedules thereto, and, unless specifically stated otherwise all
amendments, restatements, supplements or other modifications thereto, and as
the same may be in effect at any time such reference becomes operative.


 


(g)           The
term “including” means “including without
limitation” except when used in the computation of time periods.


 


(h)           The
terms “Lender,” “Issuer,”
“Administrative Agent” and “Secured Party” include their respective successors.


 


(i)            References
in this Agreement to any statute shall be to such statute as amended or
modified and in effect from time to time.


 


ARTICLE II                                                       GRANT OF SECURITY INTEREST


 


Section 2.1                                   Collateral


 


For the purposes of this Agreement, all of the following property now
owned or at any time hereafter acquired by a Grantor or in which a Grantor now
has or at any time in the future may acquire any right, title or interests is
collectively referred to as the “Collateral”:


 


(a)           all
Accounts;


 


(b)           all
Chattel Paper;


 


(c)           all
Deposit Accounts that are Cash Collateral Accounts;


 


(d)           all
Documents;


 


(e)           all
Equipment;


 


(f)            all
General Intangibles;


 


(g)           all
Instruments;


 


(h)           all
Inventory;


 


5

















 


(i)            all
Investment Property;


 


(j)            all
Letter-of-Credit Rights;


 


(k)           all
Vehicles;


 


(l)            the Commercial Tort Claims
described on Schedule 7 (Commercial Tort Claims)
and on any supplement thereto received by the Administrative Agent pursuant to Section 4.8 (Notice of Commercial Tort Claims);


 


(m)          all
books and records pertaining to the other property described in this Section 2.1;


 


(n)           all
property of any Grantor held by the Administrative Agent or any other Secured
Party, including all property of every description, in the possession or custody
of or in transit to the Administrative Agent or such Secured Party for any
purpose, including safekeeping, collection or pledge, for the account of such
Grantor or as to which such Grantor may have any right or power;


 


(o)           all
other Goods and personal property of such Grantor, whether tangible or
intangible and wherever located; and


 


(p)           to
the extent not otherwise included, all Proceeds;


 


provided, however, that “Collateral” shall not include any Excluded Property; and provided, further, that
if and when any property shall cease to be Excluded Property, such property
shall be deemed at all times from and after the date thereof to constitute
Collateral.


 


Section 2.2                                   Grant
of Security Interest in Collateral


 


Each Grantor, as collateral security for the full, prompt and complete
payment and performance when due (whether at stated maturity, by acceleration
or otherwise) of the Secured Obligations of such Grantor, hereby mortgages,
pledges and hypothecates to the Administrative Agent for the benefit of the
Secured Parties, and grants to the Administrative Agent for the benefit of the
Secured Parties a lien on and security interest in, all of its right, title and
interest in, to and under the Collateral of such Grantor; provided, however,  that, if
and when any property that at any time constituted Excluded Property becomes
Collateral, the Administrative Agent shall have, and at all times from and
after the date hereof be deemed to have had, a security interest in such
property.


 


Section 2.3                                   Cash
Collateral Accounts


 


The Administrative Agent has established a Deposit Account at Citibank,
N.A., designated as “Citicorp North America, Inc. – AMC Entertainment Inc. Cash
Collateral Account”.  Such Deposit
Account shall be a Cash Collateral Account. 


 


ARTICLE III                                                   REPRESENTATIONS AND WARRANTIES


 


To induce the Lenders, the Issuers and the Agents to enter into the
Credit Agreement, each Grantor hereby represents and warrants each of the
following to the Agents, the Lenders, the Issuers and the other Secured
Parties:


 


6

















 


Section 3.1                                   Title;
No Other Liens


 


Except for the Lien granted to the Administrative Agent pursuant to
this Agreement and the other Liens permitted to exist on the Collateral under
the Credit Agreement, such Grantor owns the Collateral free and clear of any
and all Liens or claims of others.  Such
Grantor (a) is the record and beneficial owner of the Pledged Collateral
pledged by it hereunder constituting Instruments or Certificated Securities and
(b) has rights in or the power to transfer each other item of Collateral in
which a Lien is granted by it hereunder, free and clear of any other Lien.


 


Section 3.2                                   Perfection
and Priority


 


The security interest granted pursuant to this Agreement shall
constitute a valid and continuing perfected security interest in favor of the
Administrative Agent in the Collateral for which perfection is governed by the
UCC or filing with the United States Copyright Office upon (i) in the case
of all Collateral in which a security interest may be perfected by filing a
financing statement under the UCC, the completion of the filings and other
actions specified on Schedule 3 (Filings)
(which, in the case of all filings and other documents referred to on such
schedule, have been delivered to the Administrative Agent in completed and duly
authorized form), (ii) the delivery to the Administrative Agent of all Pledged
Collateral consisting of Instruments and Certificated Securities, in each case
properly endorsed for transfer to the Administrative Agent or in blank and (iii) in
the case of all Collateral in which a security interest may be perfected by
filing with the United States Copyright Office, the recordation of all
appropriate filings having been made with the United States Copyright
Office.  Such security interest shall be
prior to all other Liens on the Collateral except for Liens having priority
over the Administrative Agent’s Lien by operation of law or otherwise as
permitted under the Credit Agreement.


 


Section 3.3                                   Jurisdiction
of Organization; Chief Executive Office


 


Such Grantor’s jurisdiction of organization, legal name, organizational
identification number, if any, and the location of such Grantor’s chief
executive office or sole place of business, in each case as of the date hereof,
is specified on Schedule 1 (Jurisdiction of
Organization; Chief Executive Office) and such Schedule 1
(Jurisdiction of Organization; Chief Executive Office) also lists
all jurisdictions of incorporation and legal names for the five years preceding
the date hereof.


 


Section 3.4                                   Inventory
and Equipment


 


On the date hereof, such Grantor’s Inventory and Equipment (other than
mobile goods and Inventory or Equipment in transit) are kept at the locations
listed on Schedule 4 (Location of Inventory and Equipment).


 


Section 3.5                                   Pledged
Collateral


 


(a)           The
Pledged Stock pledged hereunder by such Grantor (i) is listed on Schedule 2 (Pledged Collateral) and constitutes that
percentage of the issued and outstanding equity of all classes of each issuer
thereof as set forth on Schedule 2 (Pledged
Collateral), (ii) has been duly authorized, validly issued and is
fully paid and nonassessable  (other than
Pledged Stock in limited liability companies and partnerships) and (iii)
constitutes the legal, valid and binding obligation of the obligor with respect
thereto, enforceable in accordance with its terms.


 


7

















 


(b)           All
Pledged Collateral and, if applicable, any Additional Pledged Collateral,
consisting of Certificated Securities or Instruments has been delivered to the
Administrative Agent in accordance with Section 4.4(a) (Pledged
Collateral) and Section 7.11 of
the Credit Agreement.


 


Section 3.6                                   Accounts


 


No amount payable to such Grantor under or in connection with any Account
is evidenced by any Instrument or Chattel Paper that has not been delivered to
the Administrative Agent, properly endorsed for transfer, to the extent
delivery is required by Section 4.4 (Pledged
Collateral).


 


Section 3.7                                   Intellectual
Property


 


(a)           Schedule 5 (Intellectual Property) lists all Intellectual
Property owned by such Grantor on the date hereof that is registered or the subject
of an application for registration, in each case in such Grantor’s own name.


 


(b)           All
registered Material Intellectual Property owned by such Grantor is subsisting
and unexpired, has not been adjudged invalid or unenforceable, and has not been
abandoned.


 


(c)           As
of the date hereof, except as set forth in Schedule 5 (Intellectual
Property), none of the Material Intellectual Property owned by such
Grantor is the subject of any licensing or franchise agreement pursuant to
which such Grantor is the licensor or franchisor and with annual payments in
excess of $1,000,000.


 


(d)           No
holding, decision or judgment has been rendered by any Governmental Authority
that would limit, cancel or question the validity of, or such Grantor’s rights
in, any Material Intellectual Property owned by such Grantor in its own name.


 


Section 3.8                                   Deposit
Accounts; Securities Accounts


 


The only Deposit Accounts and Securities Accounts maintained by any
Grantor on the date hereof with an account balance in excess of $1,000,000 are
those listed on Schedule 6 (Deposit Accounts; Securities Accounts), which sets forth
such information separately for each Grantor.


 


Section 3.9                                   Commercial
Tort Claims


 


The only Commercial Tort Claims in excess of $1,000,000 of any Grantor
existing on the date hereof (regardless of whether the amount, defendant or
other material facts can be determined and regardless of whether such
Commercial Tort Claim has been asserted, threatened or has otherwise been made
known to the obligee thereof or whether litigation has been commenced for such
claims) are those listed on Schedule 7 (Commercial
Tort Claims), which sets forth such information separately for each
Grantor.


 


Section 3.10                            Specific
Collateral


 


None of the Collateral is or is Proceeds or products of farm products,
as-extracted collateral, health-care-insurance receivables or timber to be cut.


 


8

















 


ARTICLE IV                                                  COVENANTS


 


Each Grantor agrees with the Administrative Agent to the following, as
long as any Obligation or Commitment remains outstanding and, in each case,
unless the Requisite Lenders otherwise consent in writing:


 


Section 4.1                                   Generally


 


Such Grantor shall (a) not use or permit any Collateral to be used
in violation of any provision of this Agreement, any other Loan Document, any
Requirement of Law or any policy of insurance covering the Collateral and (b) not
enter into any agreement or undertaking restricting the right or ability of
such Grantor or the Administrative Agent to sell, assign or transfer any
Collateral if such restriction would have a Material Adverse Effect.


 


Section 4.2                                   Maintenance
of Perfected Security Interest; Further Documentation


 


(a)           Subject
to the rights of such Grantor to dispose of Collateral under the Loan
Documents, such Grantor shall maintain the security interest created by this
Agreement as a perfected security interest having at least the priority described
in Section 3.2  (Perfection
and Priority) and shall defend such security interest and such
priority against the claims and demands of all Persons.


 


(b)           Such
Grantor shall furnish to the Administrative Agent from time to time statements
and schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Administrative Agent may
reasonably request, all in reasonable detail and in form and substance
satisfactory to the Administrative Agent.


 


(c)           At
any time and from time to time, upon the written request of the Administrative
Agent, and at the sole expense of such Grantor, such Grantor shall promptly and
duly execute and deliver, and have recorded, such further instruments and
documents and take such further action as the Administrative Agent may
reasonably request for the purpose of obtaining or preserving the full benefits
of this Agreement and of the rights and powers herein granted, including the
filing of any financing or continuation statement under the UCC (or other
similar laws) in effect in any jurisdiction with respect to the security
interest created hereby.


 


Section 4.3                                   Changes
in Locations, Name, Etc.


 


(a)           Except
upon 15 days’ prior written notice to the Administrative Agent and delivery to
the Administrative Agent of all additional financing statements and other
documents reasonably requested by the Administrative Agent to maintain the
validity, perfection and priority of the security interests provided for herein,
such Grantor shall not do any of the following:


 


(i)            change its jurisdiction of
organization or its location, in each case from that referred to in Section 3.3 (Jurisdiction of Organization; Chief Executive Office);
or


 


(ii)           change its legal name or
organizational identification number, if any, or corporation, limited liability
company, partnership or other organizational structure to such an extent that
any financing statement filed in connection with this Agreement would become
misleading.


 


9

















 


(b)           Together
with each delivery of any Financial Statement pursuant to Section
6.1(b) of the Credit Agreement, such Grantor shall deliver to the
Administrative Agent a written supplement to Schedule 4
(Location of Inventory and Equipment) showing any additional
locations at which Inventory or Equipment in excess of $2,500,000 per location (except
for Inventory or Equipment in transit) shall be kept.


 


Section 4.4                                   Pledged
Collateral


 


(a)           Such
Grantor shall deliver to the Administrative Agent, all certificates and
Instruments representing or evidencing any Pledged Collateral (including Additional
Pledged Collateral), whether now existing or hereafter acquired, in suitable
form for transfer by delivery or, as applicable, accompanied by such Grantor’s
endorsement, where necessary, or duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to the
Administrative Agent, together, in respect of any Additional Pledged
Collateral, with a Pledge Amendment, duly executed by the Grantor, in
substantially the form of Annex  1 (Form of Pledge Amendment), an
acknowledgment and agreement to a Joinder Agreement duly executed by the
Grantor, in substantially the form in the form of Annex 2
(Form of Joinder Agreement), or such other documentation reasonably acceptable
to the Administrative Agent.  Such
Grantor authorizes the Administrative Agent to attach each Pledge Amendment to
this Agreement.  During the continuance
of an Event of Default, the Administrative Agent shall have the right, at any
time in its discretion and without notice to the Grantor, to (i) transfer to or
to register in its name or in the name of its nominees any Pledged Collateral
and (ii) exchange any certificate or instrument representing or evidencing any
Pledged Collateral for certificates or instruments of smaller or larger
denominations.


 


(b)           Except
as provided in Article V  (Remedial
Provisions), such Grantor shall be entitled to receive all cash
dividends paid in respect of the Pledged Collateral (other than liquidating or
distributing dividends) with respect to the Pledged Collateral.  Any sums paid upon or in respect of any
Pledged Collateral upon the liquidation or dissolution of any issuer of any
Pledged Collateral, any distribution of capital made on or in respect of any
Pledged Collateral or any property distributed upon or with respect to any
Pledged Collateral pursuant to the recapitalization or reclassification of the
capital of any issuer of Pledged Collateral or pursuant to the reorganization
thereof shall, unless otherwise subject to a perfected security interest in
favor of the Administrative Agent, be delivered to the Administrative Agent to
be held by it hereunder as additional collateral security for the Secured
Obligations.  If any sum of money or
property so paid or distributed in respect of any Pledged Collateral shall be
received by such Grantor, such Grantor shall, until such money or property is
paid or delivered to the Administrative Agent, hold such money or property in trust
for the Administrative Agent, segregated from other funds of such Grantor, as
additional security for the Secured Obligations.


 


(c)           Except
as provided in Article V (Remedial Provisions),
such Grantor shall be entitled to exercise all voting, consent and corporate,
partnership, limited liability company and similar rights with respect to the
Pledged Collateral; provided, however, that no vote shall be cast, consent given or right
exercised or other action taken by such Grantor that would impair the Collateral
or be inconsistent with or result in any violation of any provision of any Loan
Document.


 


(d)           Such
Grantor shall not grant “control” (within the meaning of such term under
Article 9-106 of the UCC) over any Investment Property to any Person other than
the Administrative Agent.


 


10

















 


(e)           Such
Grantor shall not, without the consent of the Administrative Agent, agree to
any amendment of any Constituent Document electing to treat any membership
interest or partnership interest that is part of the Pledged Collateral as a “security”
under Section 8-103 of the UCC, or any election to turn any previously
uncertificated Stock that is part of the Pledged Collateral into certificated
Stock.


 


(f)            Such
Grantor shall not create, incur, assume or suffer to exist any Lien upon any of
the Stock described in clause (v) of
the definition of “Excluded Property.”


 


Section 4.5                                   Accounts


 


Such Grantor shall not, other than in the ordinary course of business,
(i) grant any extension of the time of payment of any Account,
(ii) compromise or settle any Account for less than the full amount
thereof, (iii) release, wholly or partially, any Person liable for the
payment of any Account, (iv) allow any credit or discount on any Account
or (v) amend, supplement or modify any Account in any manner that could
adversely affect the value thereof.


 


Section 4.6                                   Delivery
of Instruments and Chattel Paper


 


If any amount in excess of $2,500,000 payable under or in connection
with any Collateral owned by such Grantor shall be or become evidenced by an
Instrument or Chattel Paper, such Grantor shall immediately deliver such
Instrument or Chattel Paper to the Administrative Agent, duly indorsed in a
manner satisfactory to the Administrative Agent, or, if consented to by the
Administrative Agent, shall mark all such Instruments and Chattel Paper with
the following legend:  “This writing and
the obligations evidenced or secured hereby are subject to the security
interest of Citicorp North America, Inc., as Administrative Agent”.


 


Section 4.7                                   Intellectual
Property


 


(a)           Such
Grantor shall (and shall require its licensees to) (i) continue to use
each Trademark owned by such Grantor that is Material Intellectual Property in connection
with a class of goods that is substantially the same as the class of goods for
which such Trademark is currently used, (ii) maintain as in the past the
quality of products and services offered under such Trademark, (iii) use
such Trademark with the appropriate notice of registration and all other
notices and legends required by applicable Requirements of Law, to the extent
such Grantor has reasonably determined that it is commercially practical to do
so and (iv) not do any act or knowingly omit to do any act whereby (A) any Trademark
that is Material Intellectual Property may become cancelled, invalidated or
abandoned, or materially diluted, (B) any Patent that is Material Intellectual
Property may become forfeited, abandoned or dedicated to the public, (C) any Copyright
that is Material Intellectual Property may become invalidated or fall into the
public domain or (D) any trade secret that is Material Intellectual Property
may become publicly available.


 


(b)           Such
Grantor shall notify the Administrative Agent immediately if it knows, or has
reason to know, (i) that any application or registration relating to any
Material Intellectual Property owned by such Grantor may become forfeited,
abandoned or dedicated to the public, or (ii) of any adverse determination or ruling,
or the institution of any judicial or administrative proceeding (including the
filing of any action in the United States Patent and Trademark Office, the
United States Copyright Office or any court or tribunal in any country)
regarding such Grantor’s ownership of, or the validity of, any Material
Intellectual Property or such Grantor’s right to register the same or to own
and maintain the same.


 


11

















 


(c)           Whenever
such Grantor, either by itself or through any agent, licensee or designee,
shall file an application for the registration of any Intellectual Property
with the United States Patent and Trademark Office or the United States
Copyright Office, such Grantor shall report such filing to the Administrative
Agent within thirty (30) days after the last day of the fiscal quarter in which
such filing occurs.  Upon request of the
Administrative Agent, such Grantor shall execute and deliver, and have
recorded, all agreements, instruments, documents and papers as the
Administrative Agent may reasonably request to evidence the Administrative
Agent’s security interest in any such United States Copyright, Patent or Trademark.


 


(d)           Such
Grantor shall take all reasonable actions necessary or requested by the
Administrative Agent, including in any proceeding before the United States
Patent and Trademark Office or the United States Copyright Office, to maintain
and pursue each application for, and to maintain each registration of, any United
States Copyright, Trademark or Patent that is and remains Material Intellectual
Property.


 


(e)           In
the event that any Material Intellectual Property is or has been infringed upon
or misappropriated or diluted by a third party, such Grantor shall notify the
Administrative Agent promptly after such Grantor learns thereof.  Such Grantor shall take any action such
Grantor deems appropriate in its reasonable business judgment  in response to such infringement, misappropriation
or dilution, including promptly bringing suit for infringement,
misappropriation or dilution and to recover all damages for such infringement,
misappropriation of dilution, and such other actions as may be appropriate in such
Grantor’s reasonable business judgment under the circumstances to protect such
Material Intellectual Property.


 


(f)            Unless
otherwise agreed to by the Administrative Agent, with resect to each
registration or application to register a United States Copyright, Patent or
Trademark, such Grantor shall execute and deliver to the Administrative Agent
for filing in (i) the United States Copyright Office a short-form
copyright security agreement in the form attached hereto as Annex 3 (Form of Short Form Intellectual Property Security
Agreement), (ii) in the United States Patent and Trademark
Office a short-form patent security agreement in the form attached hereto as Annex 3 (Form of Short Form Intellectual Property Security
Agreement) and (iii) the United States Patent and Trademark
Office a short-form trademark security agreement in form attached hereto as Annex 3 (Form of Short Form Intellectual Property Security
Agreement).


 


Section 4.8                                   Notice
of Commercial Tort Claims


 


Such Grantor agrees that, if it shall acquire any interest in any
Commercial Tort Claim in excess of $1,000,000 (whether from another Person or
because such Commercial Tort Claim shall have come into existence),
(i) such Grantor shall, within thirty (30) after such acquisition, deliver
to the Administrative Agent, in each case in form and substance satisfactory to
the Administrative Agent, a notice of the existence and nature of such
Commercial Tort Claim and deliver a supplement to Schedule 7
(Commercial Tort Claims) containing a specific description of such
Commercial Tort Claim, (ii) Section 2.1 (Collateral)
shall apply to such Commercial Tort Claim and (iii) such Grantor shall
execute and deliver to the Administrative Agent, in each case in form and
substance satisfactory to the Administrative Agent, any document, and take all
other action, deemed by the Administrative Agent to be reasonably necessary or
appropriate for the Administrative Agent to obtain, on behalf of the Lenders, a
first-priority, perfected security interest in all such Commercial Tort
Claims.  Any supplement to Schedule 7 (Commercial Tort Claims) delivered pursuant
to this Section 4.8 (Notice of Commercial Tort Claims)
shall, after the receipt thereof by the Administrative Agent, become


 


12

















 


part of Schedule 7 (Commercial Tort Claims)
for all purposes hereunder other than in respect of representations and
warranties made prior to the date of such receipt.


 


ARTICLE V                                                      REMEDIAL PROVISIONS


 


Section 5.1                                   Code
and Other Remedies


 


During the continuance of an Event of Default, the Administrative Agent
may exercise, in addition to all other rights and remedies granted to it in
this Agreement and in any other instrument or agreement securing, evidencing or
relating to the Secured Obligations, all rights and remedies of a secured party
under the UCC or any other applicable law. 
Without limiting the generality of the foregoing, the Administrative
Agent, without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon any Grantor or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon any
Collateral, and may forthwith sell, lease, assign, give option or options to
purchase, or otherwise dispose of and deliver any Collateral (or contract to do
any of the foregoing), in one or more parcels at public or private sale or
sales, at any exchange, broker’s board or office of the Administrative Agent or
any Lender or elsewhere upon such terms and conditions as it may deem advisable
and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk. 
The Administrative Agent shall have the right upon any such public sale
or sales, and, to the extent permitted by the UCC and other applicable law,
upon any such private sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption of any Grantor,
which right or equity is hereby waived and released.  Each Grantor further agrees, at the
Administrative Agent’s request, to assemble the Collateral and make it
available to the Administrative Agent at places that the Administrative Agent
shall reasonably select, whether at such Grantor’s premises or elsewhere.  The Administrative Agent shall apply the net
proceeds of any action taken by it pursuant to this Section 5.1,
after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any Collateral
or in any way relating to the Collateral or the rights of the Administrative
Agent and any other Secured Party hereunder, including reasonable attorneys’
fees and disbursements, to the payment in whole or in part of the Secured
Obligations, in such order as the Credit Agreement shall prescribe, and only
after such application and after the payment by the Administrative Agent of any
other amount required by any provision of law, need the Administrative Agent
account for the surplus, if any, to any Grantor.  To the extent permitted by applicable law,
each Grantor waives all claims, damages and demands it may acquire against the
Administrative Agent or any other Secured Party arising out of the exercise by
them of any rights hereunder.  If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition.


 


Section 5.2                                   Accounts
and Payments in Respect of General Intangibles


 


(a)           In
addition to, and not in substitution for, any similar requirement in the Credit
Agreement, if required by the Administrative Agent at any time during the
continuance of an Event of Default, any payment of Accounts or payment in
respect of General Intangibles, when collected by any Grantor, shall be
forthwith (and, in any event, within two Business Days) deposited by such
Grantor in the exact form received, duly indorsed by such Grantor to the
Administrative Agent, in a Cash Collateral Account, subject to withdrawal by
the Administrative Agent as provided in Section 5.4 (Proceeds
to be Turned Over To Administrative Agent).  Until so


 


13

















 


turned over or turned over, such payment shall be held by such Grantor
in trust for the Administrative Agent, segregated from other funds of such
Grantor.  Each such deposit of Proceeds
of Accounts and payments in respect of General Intangibles shall be accompanied
by a report identifying in reasonable detail the nature and source of the
payments included in the deposit.


 


(b)           At
the Administrative Agent’s request, during the continuance of an Event of
Default, each Grantor shall deliver to the Administrative Agent all original
and other documents evidencing, and relating to, the agreements and
transactions that gave rise to the Accounts or payments in respect of General
Intangibles, including all original orders, invoices and shipping receipts.


 


(c)           The
Administrative Agent may, without notice, at any time during the continuance of
an Event of Default, limit or terminate the authority of a Grantor to collect
its Accounts or amounts due under General Intangibles or any thereof.


 


(d)           The
Administrative Agent in its own name or in the name of others may at any time
during the continuance of an Event of Default communicate with Account Debtors
to verify with them to the Administrative Agent’s satisfaction the existence,
amount and terms of any Account or amounts due under any General Intangible.


 


(e)           Upon
the request of the Administrative Agent at any time during the continuance of
an Event of Default, each Grantor shall notify Account Debtors that the
Accounts or General Intangibles have been collaterally assigned to the
Administrative Agent and that payments in respect thereof shall be made
directly to the Administrative Agent.  In
addition, the Administrative Agent may at any time during the continuance of an
Event of Default enforce such Grantor’s rights against such Account Debtors and
obligors of General Intangibles.


 


(f)            Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Accounts and payments in respect of General Intangibles to observe
and perform all the conditions and obligations to be observed and performed by
it thereunder, all in accordance with the terms of any agreement giving rise
thereto.  Neither the Administrative
Agent nor any other Secured Party shall have any obligation or liability under
any agreement giving rise to an Account or a payment in respect of a General
Intangible by reason of or arising out of this Agreement or the receipt by the
Administrative Agent nor any other Secured Party of any payment relating
thereto, nor shall the Administrative Agent nor any other Secured Party be
obligated in any manner to perform any obligation of any Grantor under or
pursuant to any agreement giving rise to an Account or a payment in respect of
a General Intangible, to make any payment, to make any inquiry as to the nature
or the sufficiency of any payment received by it or as to the sufficiency of
any performance by any party thereunder, to present or file any claim, to take
any action to enforce any performance or to collect the payment of any amounts
that may have been assigned to it or to which it may be entitled at any time or
times.


 


Section 5.3                                   Pledged
Collateral


 


(a)           During
the continuance of an Event of Default, upon notice by the Administrative Agent
to the relevant Grantor or Grantors, (i) the Administrative Agent shall
have the right to receive any Proceeds of the Pledged Collateral and make
application thereof to the Obligations in the order set forth in the Credit
Agreement and (ii) the Administrative Agent or its nominee may exercise
(A) any voting, consent, corporate and other right pertaining to the
Pledged Collateral at any meeting of shareholders, partners or members, as the
case may be, of


 


14

















 


the relevant issuer or issuers of Pledged Collateral or otherwise and
(B) any right of conversion, exchange and subscription and any other
right, privilege or option pertaining to the Pledged Collateral as if it were
the absolute owner thereof (including the right to exchange at its discretion
any of the Pledged Collateral upon the merger, amalgamation, consolidation,
reorganization, recapitalization or other fundamental change in the corporate or
equivalent structure of any issuer of Pledged Stock, the right to deposit and
deliver any Pledged Collateral with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as the
Administrative Agent may determine), all without liability except to account
for property actually received by it; provided, however, that the Administrative Agent shall have no duty to
any Grantor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.


 


(b)           In
order to permit the Administrative Agent to exercise the voting and other
consensual rights that it may be entitled to exercise pursuant hereto and to
receive all dividends and other distributions that it may be entitled to
receive hereunder, (i) each Grantor shall promptly execute and deliver (or
cause to be executed and delivered) to the Administrative Agent all such
proxies, dividend payment orders and other instruments as the Administrative
Agent may from time to time reasonably request and (ii) without limiting
the effect of clause (i) above, such
Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote
all or any part of the Pledged Collateral and to exercise all other rights,
powers, privileges and remedies to which a holder of the Pledged Collateral
would be entitled (including giving or withholding written consents of shareholders,
partners or members, as the case may be, calling special meetings of
shareholders, partners or members, as the case may be, and voting at such
meetings), which proxy shall be effective, automatically and without the
necessity of any action (including any transfer of any Pledged Collateral on
the record books of the issuer thereof) by any other person (including the
issuer of such Pledged Collateral or any officer or agent thereof) during the
continuance of an Event of Default and which proxy shall only terminate upon
the payment in full of the Secured Obligations.


 


(c)           Each
Grantor hereby expressly authorizes and instructs each issuer of any Pledged
Collateral pledged hereunder by such Grantor to (i) comply with any
instruction received by it from the Administrative Agent in writing that
(A) states that an Event of Default has occurred and is continuing and
(B) is otherwise in accordance with the terms of this Agreement, without
any other or further instructions from such Grantor, and each Grantor agrees
that such issuer shall be fully protected in so complying and (ii) unless
otherwise expressly permitted hereby, pay any dividend or other payment with
respect to the Pledged Collateral directly to the Administrative Agent.


 


(d)           Upon
the occurrence and during the continuance of an Event of Default, the
Administrative Agent shall be entitled to exercise all of the rights of the
Grantor granting the security interest in any Pledged Stock, and a transferee
or assignee of such Pledged Stock shall become a holder of such Pledged Stock
to the same extent as such Grantor and be entitled to participate in the
management of the issuer of such Pledged Stock and, upon the transfer of the
entire interest of such Grantor, such Grantor shall, by operation of law, cease
to be a holder of such Pledged Stock.


 


Section 5.4                                   Proceeds
to be Turned Over To Administrative Agent


 


Unless otherwise expressly provided in the Credit Agreement, all
Proceeds received by the Administrative Agent hereunder in cash or Cash
Equivalents shall be held by the Administrative Agent in a Cash Collateral
Account.  All Proceeds while held by the


 


15

















 


Administrative Agent in a Cash Collateral Account (or by such Grantor
in trust for the Administrative Agent) shall continue to be held as collateral
security for the Secured Obligations and shall not constitute payment thereof
until applied as provided in the Credit Agreement.


 


Section 5.5                                   Securities
Act, Etc.


 


(a)                             Each Grantor recognizes that
the Administrative Agent may be unable to effect a public sale of any Pledged
Collateral by reason of certain prohibitions contained in the Securities Act
and applicable state securities laws or otherwise or may determine that a
public sale is impracticable or not commercially reasonable and, accordingly,
may resort to one or more private sales thereof to a restricted group of
purchasers that shall be obliged to agree, among other things, to acquire such
securities for their own account for investment and not with a view to the
distribution or resale thereof.  Each
Grantor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner.  The Administrative Agent shall be under no
obligation to delay a sale of any Pledged Collateral for the period of time
necessary to permit the issuer thereof to register such securities for public
sale under the Securities Act, or under applicable state securities laws, even
if such issuer would agree to do so.


 


(b)           Each
Grantor agrees to use its best efforts to do or cause to be done all such other
acts as may be necessary to make such sale or sales of all or any portion of
the Pledged Collateral pursuant to this Section 5.5 valid
and binding and in compliance with all other applicable Requirements of
Law.  Each Grantor further agrees that a
breach of any covenant contained in this Section 5.5 will
cause irreparable injury to the Administrative Agent and other Secured Parties,
that the Administrative Agent and the other Secured Parties have no adequate
remedy at law in respect of such breach and, as a consequence, that each and
every covenant contained in this Section 5.5
shall be specifically enforceable against such Grantor, and such Grantor hereby
waives and agrees not to assert any defense against an action for specific
performance of such covenants except for a defense that no Event of Default has
occurred under the Credit Agreement.


 


Section 5.6                                   Deficiency


 


Each Grantor shall remain liable for any deficiency if the proceeds of
any sale or other disposition of the Collateral are insufficient to pay the
Secured Obligations and the fees and disbursements of any attorney employed by
the Administrative Agent or any other Secured Party to collect such deficiency.


 


ARTICLE VI                                                  THE ADMINISTRATIVE AGENT


 


Section 6.1                                   Administrative
Agent’s Appointment as Attorney-in-Fact


 


(a)           Each
Grantor hereby irrevocably constitutes and appoints the Administrative Agent
and any officer or agent thereof, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the
place and stead of such Grantor and in the name of such Grantor or in its own
name, for the purpose of carrying out the terms of this Agreement, to take any
appropriate action and to execute any document or instrument that may be
necessary or desirable to accomplish the purposes of this Agreement, and,
without limiting the generality of the foregoing, each Grantor hereby gives the
Administrative


 


16

















 


Agent the power and right, on behalf of such Grantor, without notice to
or assent by such Grantor, to do any of the following:


 


(i)            in the name of such Grantor or its
own name, or otherwise, take possession of and indorse and collect any check,
draft, note, acceptance or other instrument for the payment of moneys due under
any Account or General Intangible or with respect to any other Collateral and
file any claim or take any other action or proceeding in any court of law or
equity or otherwise deemed appropriate by the Administrative Agent for the
purpose of collecting any such moneys due under any Account or General
Intangible or with respect to any other Collateral whenever payable;


 


(ii)           in the case of any Intellectual
Property, execute and deliver, and have recorded, any agreement, instrument,
document or paper as the Administrative Agent may request to evidence the
Administrative Agent’s security interest in such Intellectual Property and the
goodwill and General Intangibles of such Grantor relating thereto or
represented thereby;


 


(iii)          pay or discharge taxes and Liens
levied or placed on or threatened against the Collateral, effect any repair or
pay any insurance called for by the terms of this Agreement (including all or
any part of the premiums therefor and the costs thereof);


 


(iv)          execute, in connection with any sale
provided for in Section 5.1 (Code and Other Remedies)
or 5.5 (Registration Rights), any
endorsement, assignment or other instrument of conveyance or transfer with
respect to the Collateral; or


 


(v)           (A) direct any party liable for
any payment under any Collateral to make payment of any moneys due or to become
due thereunder directly to the Administrative Agent or as the Administrative
Agent shall direct, (B) ask or demand for, collect, and receive payment of
and receipt for, any moneys, claims and other amounts due or to become due at
any time in respect of or arising out of any Collateral, (C) sign and
indorse any invoice, freight or express bill, bill of lading, storage or
warehouse receipt, draft against debtors, assignment, verification, notice and
other document in connection with any Collateral, (D) commence and
prosecute any suit, action or proceeding at law or in equity in any court of
competent jurisdiction to collect any Collateral and to enforce any other right
in respect of any Collateral, (E) defend any suit, action or proceeding
brought against such Grantor with respect to any Collateral, (F) settle,
compromise or adjust any such suit, action or proceeding and, in connection
therewith, give such discharges or releases as the Administrative Agent may
deem appropriate, (G) assign any Copyright, Patent or Trademark (along
with the goodwill of the business to which any such Trademark pertains)
throughout the world for such term or terms, on such conditions, and in such
manner as the Administrative Agent shall in its sole discretion determine,
including the execution and filing of any document necessary to effectuate or
record such assignment and (H) generally, sell, transfer, pledge and make
any agreement with respect to or otherwise deal with any Collateral as fully
and completely as though the Administrative Agent were the absolute owner
thereof for all purposes, and do, at the Administrative Agent’s option and such
Grantor’s expense, at any time, or from time to time, all acts and things that the
Administrative Agent deems necessary to protect, preserve or realize upon the
Collateral and the Administrative Agent’s and the other Secured Parties’
security interests therein and to effect the intent of this Agreement, all as
fully and effectively as such Grantor might do.


 


17

















 


Anything in this clause (a)
to the contrary notwithstanding, the Administrative Agent agrees that it shall
not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be
continuing.


 


(b)           If
any Grantor fails to perform or comply with any of its agreements contained
herein, the Administrative Agent, at its option, but without any obligation so
to do, may perform or comply, or otherwise cause performance or compliance,
with such agreement.


 


(c)           The
expenses of the Administrative Agent incurred in connection with actions
undertaken as provided in this Section 6.1,
together with interest thereon at a rate per annum equal to the rate per annum
at which interest would then be payable on past due Revolving Loans that are
Base Rate Loans under the Credit Agreement, from the date of payment by the
Administrative Agent to the date reimbursed by the relevant Grantor, shall be
payable by such Grantor to the Administrative Agent on demand.


 


(d)           Each
Grantor hereby ratifies all that said attorneys shall lawfully do or cause to
be done by virtue hereof.  All powers,
authorizations and agencies contained in this Agreement are coupled with an
interest and are irrevocable until this Agreement is terminated and the security
interests created hereby are released.


 


Section 6.2                                   Duty
of Administrative Agent


 


The Administrative Agent’s sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession shall
be to deal with it in the same manner as the Administrative Agent deals with
similar property for its own account. 
Neither the Administrative Agent, any other Secured Party nor any of
their respective officers, directors, employees or agents shall be liable for
failure to demand, collect or realize upon any Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any Grantor or any other Person or to take any
other action whatsoever with regard to any Collateral.  The powers conferred on the Administrative
Agent hereunder are solely to protect the Administrative Agent’s interest in
the Collateral and shall not impose any duty upon the Administrative Agent or
any other Secured Party to exercise any such powers.  The Administrative Agent and the other
Secured Parties shall be accountable only for amounts that they actually
receive as a result of the exercise of such powers, and neither they nor any of
their respective officers, directors, employees or agents shall be responsible
to any Grantor for any act or failure to act hereunder, except for their own
gross negligence or willful misconduct.


 


Section 6.3                                   Authorization
of Financing Statements


 


Each Grantor authorizes the Administrative Agent and its Affiliates,
counsel and other representatives, at any time and from time to time, to file
or record financing statements, amendments to financing statements, and other
filing or recording documents or instruments with respect to the Collateral in
such form and in such offices as the Administrative Agent reasonably determines
appropriate to perfect the security interests of the Administrative Agent under
this Agreement, and such financing statements and amendments may described the
Collateral covered thereby as “all assets of the debtor”, “all personal
property of the debtor” or words of similar effect.  Each Grantor hereby also authorizes the
Administrative Agent and its Affiliates, counsel and other representatives, at
any time and from time to time, to file continuation statements with respect to
previously filed financing statements.  A
photographic or other reproduction of this


 


18

















 


Agreement shall be sufficient as a financing statement or other filing
or recording document or instrument for filing or recording in any
jurisdiction.


 


Section 6.4                                   Authority
of Administrative Agent


 


Each Grantor acknowledges that the rights and responsibilities of the
Administrative Agent under this Agreement with respect to any action taken by
the Administrative Agent or the exercise or non-exercise by the Administrative
Agent of any option, voting right, request, judgment or other right or remedy
provided for herein or resulting or arising out of this Agreement shall, as
between the Administrative Agent and the other Secured Parties, be governed by
the Credit Agreement and by such other agreements with respect thereto as may
exist from time to time among them, but, as between the Administrative Agent
and the Grantors, the Administrative Agent shall be conclusively presumed to be
acting as agent for the Administrative Agent and the other Secured Parties with
full and valid authority so to act or refrain from acting, and no Grantor shall
be under any obligation, or entitlement, to make any inquiry respecting such
authority.


 


ARTICLE VII                                              MISCELLANEOUS


 


Section 7.1                                   Amendments
in Writing


 


None of the terms or provisions of this Agreement may be waived,
amended, supplemented or otherwise modified except in accordance with Section 11.1 (Amendments, Waivers, Etc.) of the Credit
Agreement; provided, however,
that annexes to this Agreement may be supplemented (but no existing provisions
may be modified and no Collateral may be released) through Pledge Amendments
and Joinder Agreements, in substantially the form of Annex 1
(Form of Pledge Amendment) and Annex  2 (Form of Joinder Agreement)
respectively, in each case duly executed by the Administrative Agent and each
Grantor directly affected thereby.


 


Section 7.2                                   Notices


 


All notices, requests and demands to or upon the Administrative Agent
or any Grantor hereunder shall be effected in the manner provided for in Section 11.8 (Notices, Etc.) of the Credit Agreement; provided, however, that
any such notice, request or demand to or upon any Grantor shall be addressed to
the Company’s notice address set forth in such Section 11.8.


 


Section 7.3                                   No
Waiver by Course of Conduct; Cumulative Remedies


 


Neither the Administrative Agent nor any other Secured Party shall by
any act (except by a written instrument pursuant to Section 7.1
(Amendments in Writing)), delay, indulgence, omission or otherwise
be deemed to have waived any right or remedy hereunder or to have acquiesced in
any Default or Event of Default.  No
failure to exercise, nor any delay in exercising, on the part of the
Administrative Agent or any other Secured Party, any right, power or privilege
hereunder shall operate as a waiver thereof. 
No single or partial exercise of any right, power or privilege hereunder
shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.  A
waiver by the Administrative Agent or any other Secured Party of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy that the Administrative Agent or such other Secured Party would
otherwise have on any future occasion. 
The rights and remedies herein provided are cumulative, may be exercised
singly or concurrently and are not exclusive of any other rights or remedies
provided by law.


 


19

















 


Section 7.4                                   Successors
and Assigns


 


This Agreement shall be binding upon the successors and assigns of each
Grantor and shall inure to the benefit of the Administrative Agent and each
other Secured Party and their successors and assigns; provided,
however, that no Grantor may assign,
transfer or delegate any of its rights or obligations under this Agreement
without the prior written consent of the Administrative Agent.


 


Section 7.5                                   Counterparts


 


This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by telecopy), 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 or electronic mail
shall be effective as delivery of a manually executed counterpart.


 


Section 7.6                                   Severability


 


Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


Section 7.7                                   Section
Headings


 


The Article and Section titles contained in this Agreement are, and
shall be, without substantive meaning or content of any kind whatsoever and are
not part of the agreement of the parties hereto.


 


Section 7.8                                   Entire
Agreement


 


This Agreement together with the other Loan Documents represents the
entire agreement of the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof.


 


Section 7.9                                   Governing
Law


 


This Agreement 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 7.10                            Additional
Grantors


 


If, pursuant to Section 7.11
(Additional Collateral and Guaranties) of the Credit Agreement, the Company
shall be required to cause any Subsidiary that is not a Grantor to become a
Grantor hereunder, such Subsidiary shall execute and deliver to the
Administrative Agent a Joinder Agreement substantially in the form of Annex 2 (Form of Joinder Agreement) and shall thereafter for
all purposes be a party hereto and have the same rights, benefits and
obligations as a Grantor party hereto on the Closing Date.


 


20

















 


Section 7.11                            Release
of Collateral


 


(a)           At
the time provided in Section 10.8(b)(i)
(Concerning the Collateral and the Collateral
Documents) of the Credit Agreement, the Collateral shall be released
from the Lien created hereby and this Agreement and all obligations (other than
those expressly stated to survive such termination) of the Administrative Agent
and each Grantor hereunder shall terminate, all without delivery of any
instrument or performance of any act by any party, and all rights to the
Collateral shall revert to the Grantors. 
At the request and sole expense of any Grantor following any such
termination, the Administrative Agent shall deliver to such Grantor any
Collateral of such Grantor held by the Administrative Agent hereunder and
execute and deliver to such Grantor such documents as such Grantor shall
reasonably request to evidence such termination.


 


(b)           If
the Administrative Agent shall be directed or permitted pursuant to Section 10.8(b)(ii) or (iii)
(Concerning the Collateral and the Collateral
Documents) of the Credit Agreement to release any Lien created
hereby upon any Collateral (including any Collateral sold or disposed of by any
Grantor in a transaction permitted by the Credit Agreement), such Collateral
shall be released from the Lien created hereby to the extent provided under, and
subject to the terms and conditions set forth in, Section 10.8(b)(ii)
or (iii)  (Concerning
the Collateral and the Collateral Documents) of the Credit
Agreement.  In connection therewith, the
Administrative Agent, at the request and sole expense of the Company, shall
execute and deliver to the Company all releases or other documents, including,
without limitation, UCC termination statements, reasonably necessary or
desirable for the release of the Lien created hereby on such Collateral.  At the request and sole expense of the Company,
a Grantor shall be released from its obligations hereunder in the event that
all the capital stock of such Grantor shall be so sold or disposed; provided, however, that
the Company shall have delivered to the Administrative Agent, at least ten
Business Days prior to the date of the proposed release, a written request for
release identifying the relevant Grantor and the terms of the sale or other
disposition in reasonable detail, including the price thereof and any expenses
in connection therewith, together with a certification by the Company in form
and substance satisfactory to the Administrative Agent stating that such
transaction is in compliance with the Credit Agreement and the other Loan
Documents.


 


Section 7.12                            Reinstatement


 


Each Grantor further agrees that, if any payment made by any Loan Party
or 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 the proceeds of
Collateral are required to be returned by any Secured Party to such Loan Party,
its estate, trustee, receiver or any other party, including any Grantor, under
any bankruptcy law, state or federal law, common law or equitable cause, then,
to the extent of such payment or repayment, 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 or, if prior thereto the Lien granted
hereby or other Collateral securing such liability hereunder shall have been
released or terminated by virtue of such cancellation or surrender), 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 any Lien or other Collateral securing the obligations of
any Grantor in respect of the amount of such payment.


 


[SIGNATURE
PAGES FOLLOW]


 


21

















 


IN WITNESS WHEREOF, each of the undersigned has caused this Agreement
to be duly executed and delivered as of the date first above written.


 


	
   

  	
  AMC ENTERTAINMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
  Name: Craig R. Ramsey

  
	
   

  	
  Title: Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EACH GRANTOR LISTED ON SCHEDULE I

  HERETO

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Plitt Theatres, Inc., the 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: RKO Century Warner Theatres, Inc., the

  Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
  Name: Craig R. Ramsey

  
	
   

  	
  Title: Executive Vice President and Chief

  Financial Officer

  



 


 


[SIGNATURE PAGE TO PLEDGE
AND SECURITY AGREEMENT]


 

















 


	
   

  	
  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

  Financial 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

  Financial 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

  Financial Officer

  



 

















 


	
  ACCEPTED 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.


 

















 


ANNEX 1


TO


PLEDGE
AND SECURITY AGREEMENT


 


FORM OF PLEDGE AMENDMENT


 


This PLEDGE AMENDMENT, dated as of                     
    , 20    , is delivered pursuant to Section 4.4(a)  (Pledged Collateral) of
the Pledge and Security Agreement, dated as of January 26, 2006 (the “Pledge and Security Agreement”), by AMC ENTERTAINMENT INC.
(the “Company”) and the Subsidiaries of the Company
from time to time party thereto, as Grantors, in favor of Citicorp North
America, Inc., as agent for the Secured Parties referred to therein, and the
undersigned hereby agrees that this Pledge Amendment may be attached to the
Pledge and Security Agreement and that the Pledged Collateral listed on this
Pledge Amendment shall be and become part of the Collateral referred to in the
Pledge and Security Agreement and shall secure all Secured Obligations of the
undersigned.  Capitalized terms used
herein but not defined herein are used herein with the meaning given them in
the Pledge and Security Agreement.


 


	
   

  	
  [GRANTOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Pledged Stock


 




	
  ISSUER

  	
   

  	
  CLASS

  	
   

  	
  CERTIFICATE NO(S).

  	
   

  	
  PAR VALUE

  	
   

  	
  NUMBER OF

  SHARES,

  UNITS OR

  INTERESTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Pledged Debt Instruments


 




	
  ISSUER

  	
   

  	
  DESCRIPTION OF DEBT

  	
   

  	
  CERTIFICATE NO(S).

  	
   

  	
  FINAL MATURITY

  	
   

  	
  PRINCIPAL

  AMOUNT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


A1-1

















 


	
  ACKNOWLEDGED AND AGREED

  
	
  as of the date first above written:

  
	
   

  
	
  CITICORP NORTH AMERICA, INC.,

  
	
  as Administrative Agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


A1-2

















 


ANNEX 2


TO


PLEDGE AND SECURITY AGREEMENT


 


FORM OF JOINDER AGREEMENT


 


 


This JOINDER AGREEMENT, dated as of                   
    , 20    , is delivered pursuant to Section 7.10  (Additional Grantors) of
the Pledge and Security Agreement, dated as of January 26, 2006 (the “Pledge and Security Agreement”), by AMC ENTERTAINMENT INC. (the
“Company”) and the Subsidiaries of the Company
listed on the signature pages thereof in favor of the Citicorp North America,
Inc., as agent for the Secured Parties referred to therein.  Capitalized terms used herein but not defined
herein are used with the meanings given them in the Pledge and Security
Agreement.


 


By executing and delivering this Joinder Agreement, the undersigned, as
provided in Section 7.10 (Additional Grantors) of
the Pledge and Security Agreement, hereby becomes a party to the Pledge and
Security Agreement as a Grantor thereunder with the same force and effect as if
originally named as a Grantor therein and, without limiting the generality of
the foregoing, hereby grants to the Administrative Agent, as collateral
security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Secured
Obligations of the undersigned, hereby collaterally assigns, mortgages, pledges
and hypothecates to the Administrative Agent and grants to the Administrative
Agent a Lien on and security interest in, all of its right, title and interest
in, to and under the Collateral of the undersigned and expressly assumes all
obligations and liabilities of a Grantor thereunder.


 


The information set forth in Annex I hereto is hereby added to the information set forth in Schedules 1 through 6 to the
Pledge and Security Agreement. [By acknowledging and agreeing to this Joinder
Agreement, the undersigned hereby agree that this Joinder Agreement may be
attached to the Pledge and Security Agreement and that the Pledged Collateral
listed on Annex 1 hereto to
this Pledge Amendment shall be and become part of the Collateral referred to in
the Pledge and Security Agreement and shall secure all Secured Obligations of
the undersigned.](1)


 


The undersigned hereby represents and warrants that each of the
representations and warranties contained in Article III (Representations and Warranties) of the Pledge and Security
Agreement applicable to it is true and correct in all material respects on and
as the date hereof as if made on and as of such date.


 


IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement
to be duly executed and delivered as of the date first above written.


 


	
   

  	
  [ADDITIONAL GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 






(1)  Insert to pledge Stock of
the new Subsidiary without doing a Pledge Amendment.


 


A2-1

















 


 


	
  ACKNOWLEDGED AND AGREED

  
	
  as of the date first above written:

  
	
   

  
	
  [EACH
  GRANTOR PLEDGING 

  ADDITIONAL COLLATERAL]

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
  CITICORP NORTH AMERICA, INC.,

  as Administrative Agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


A2-2

















 


ANNEX I


 


 


[Update Schedules 1
through 6 of the Pledge and Security Agreement.]


 


A2-3

















 


ANNEX 3


TO


PLEDGE AND SECURITY AGREEMENT


 


FORM OF
SHORT FORM INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY
AGREEMENT, dated as of                   
    , 20    , by each of the entities
listed on the signature pages hereof or that becomes a party hereto pursuant to
Section 7.10 (Additional Grantors) of
the Pledge and Security Agreement referred to below (each a “Grantor” and, collectively, the “Grantors”),
in favor of Citicorp North America, Inc. (“CNAI”), as agent for
the Secured Parties (as defined in the Credit Agreement referred to below) (in
such capacity, the “Administrative Agent”).


 


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”),
among AMC Entertainment Inc., a Delaware corporation, 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, CNAI, as agent for the Lenders and Issuers,
and Banco Nacional de
Mexico, S.A., Integrante del Grupo Financiero Banamex, as agent for the Lenders
under the Mexican Facility, the Lenders and the Issuers have severally
agreed to make extensions of credit to the Borrowers upon the terms and subject
to the conditions set forth therein;


 


WHEREAS, the Grantors are party to the Guaranty pursuant to which they
have guaranteed the Obligations; and


 


WHEREAS, the Grantors are party to a Pledge and Security Agreement,
dated as of January 26, 2006 (the “Pledge and Security
Agreement”), in favor of the Administrative Agent pursuant to which
the Grantors are required to execute and deliver this [Copyright] [Patent]
[Trademark] Security Agreement;


 


NOW, THEREFORE, in consideration of the premises and to induce the
Lenders, the Issuers and the Agents to enter into the Credit Agreement and to
induce the Lenders and the Issuers to make their respective extensions of
credit to the Borrowers thereunder, each Grantor hereby agrees with the
Administrative Agent as follows:


 


Section 1.              Defined Terms


 


Unless otherwise defined herein, terms defined in the Credit Agreement
or in the Pledge and Security Agreement and used herein have the meaning given
to them in the Credit Agreement or the Pledge and Security Agreement.


 


Section 2.              Grant of Security Interest in [Copyright]
[Trademark] [Patent] Collateral


 


Each Grantor, as collateral security for the full, prompt and complete
payment and performance when due (whether at stated maturity, by acceleration
or otherwise) of the Secured Obligations of such Grantor, hereby mortgages,
pledges and hypothecates to the Administrative Agent for the benefit of the
Secured Parties, and grants to the Administrative Agent for the benefit of the
Secured Parties a lien on and security interest in, all of its right, title


 


A3-1

















 


and interest in, to and under the following Collateral of such Grantor
(the “[Copyright] [Patent] [Trademark] Collateral”):


 


[(a)          all Copyrights owned by such Grantor,
including, without limitation, those referred to on Schedule I
hereto;


 


(b)           all extensions of the foregoing; and


 


(c)           all Proceeds of the foregoing,
including, without limitation, any claim by Grantor against third parties for
past, present or future infringement of any such Copyright.]


 


or


 


 


[(a)          all Patents owned by such Grantor,
including, without limitation, those referred to on Schedule I
hereto;


 


(b)           all reissues, continuations or continuations-in-part
of the foregoing; and


 


(c)           all Proceeds of the foregoing,
including, without limitation, any claim by Grantor against third parties for
past, present or future infringement of any such Patent.]


 


or


 


[(a)          all Trademarks owned by such Grantor,
including, without limitation, those referred to on
Schedule I hereto;


 


(b)           all goodwill of the business connected
with the use of, and symbolized by, each Trademark; and


 


(c)           all Proceeds of the foregoing,
including, without limitation, any claim by Grantor against third parties for
past, present or future (i) infringement or dilution of any such Trademark
or (ii) injury to the goodwill associated with any such Trademark.]


 


Section 3.              Security Agreement


 


The security interest granted pursuant to this [Copyright] [Patent]
[Trademark] Security Agreement is granted in conjunction with the security
interest granted to the Administrative Agent pursuant to the Pledge and Security
Agreement and each Grantor hereby acknowledges and affirms that the rights and
remedies of the Administrative Agent with respect to the security interest in
the [Copyright] [Patent] [Trademark] Collateral made and granted hereby are
more fully set forth in the Pledge and Security Agreement, the terms and
provisions of which are incorporated by reference herein as if fully set forth
herein.


 


[SIGNATURE
PAGES FOLLOW]


 


A3-2

















 


IN WITNESS WHEREOF, each Grantor has caused this [Copyright] [Patent]
[Trademark] Security Agreement to be executed and delivered by its duly
authorized offer as of the date first set forth above.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [GRANTOR],

  
	
   

  	
  as Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


[SIGNATURE PAGE TO
[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT]


 

















 


 


	
  ACCEPTED AND AGREED

  
	
  as of the date first above written:

  
	
   

  
	
  CITICORP NORTH AMERICA, INC.,

  as Administrative Agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


SCHEDULE I

TO

[COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT


 


[Copyright] [Patent] [Trademark]
Registrations


 


 


INCLUDE ONLY U.S.
REGISTERED INTELLECTUAL PROPERTY


 


[A.          REGISTERED COPYRIGHTS


 


[Include Copyright Registration Number and Date]


 


B.                                     COPYRIGHT
APPLICATIONS]


 


[A.          REGISTERED PATENTS


 


B.                                     PATENT
APPLICATIONS]


 


[A.          REGISTERED TRADEMARKS


 


B.                                     TRADEMARK
APPLICATIONS]


 


A3-5