Exhibit 4.5


 


EXECUTION
VERSION


 


AMC ENTERTAINMENT INC.


 


AND


 


 


HSBC BANK USA, NATIONAL
ASSOCIATION


 


AS TRUSTEE


 


 


11% SENIOR SUBORDINATED NOTES
DUE 2016


 


 


INDENTURE


 


 


DATED AS OF JANUARY 26,
2006


 

















 


TABLE OF
CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I

  	
  Definitions and Incorporation
  by Reference

  	
  1

  
	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.02.

  	
  Other Definitions

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 1.03.

  	
  Incorporation by
  Reference of Trust Indenture Act

  	
  16

  
	
   

  	
   

  	
   

  
	
  Section 1.04.

  	
  Rules of
  Construction

  	
  17

  
	
   

  	
   

  
	
  ARTICLE II

  	
  The Securities

  	
  17

  
	
   

  	
   

  
	
  Section 2.01.

  	
  Amount of Securities;
  Issuable in Series

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.02.

  	
  Form and Dating

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 2.03.

  	
  Execution and
  Authentication

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 2.04.

  	
  Registrar and Paying
  Agent

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 2.05.

  	
  Paying Agent To Hold
  Money in Trust

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 2.06.

  	
  Holder Lists

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 2.07.

  	
  Replacement Securities

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 2.08.

  	
  Outstanding Securities

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 2.09.

  	
  Temporary Securities

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 2.10.

  	
  Cancellation

  	
  21

  
	
   

  	
   

  	
   

  
	
  Section 2.11.

  	
  Defaulted Interest

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 2.12.

  	
  CUSIPs Numbers, Common
  Codes or ISINs

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 2.13.

  	
  Computation of Interest

  	
  23

  
	
   

  	
   

  
	
  ARTICLE III

  	
  Redemption

  	
  23

  
	
   

  	
   

  
	
  Section 3.01.

  	
  Notices to Trustee

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.02.

  	
  Selection of Securities
  To Be Redeemed

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.03.

  	
  Notice of Redemption

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.04.

  	
  Effect of Notice of
  Redemption

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.05.

  	
  Deposit of Redemption
  Price

  	
  24

  
	
   

  	
   

  	
   

  
	
  Section 3.06.

  	
  Securities Redeemed in
  Part

  	
  24

  
	
   

  	
   

  
	
  ARTICLE IV

  	
  Covenants

  	
  25

  
	
   

  	
   

  
	
  Section 4.01.

  	
  Payment of Securities

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 4.02.

  	
  Corporate Existence

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 4.03.

  	
  Payment of Taxes and
  Other Claims

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 4.04.

  	
  Maintenance of
  Properties

  	
  26

  
					



 


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  Page

  
	
   

  	
   

  
	
  Section 4.05.

  	
  Limitation on
  Consolidated Indebtedness

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 4.06.

  	
  Limitation on
  Restricted Payments

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 4.07.

  	
  Limitation on
  Transactions with Affiliates

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 4.08.

  	
  Limitation on Senior
  Subordinated Indebtedness

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 4.09.

  	
  Future Guarantors

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 4.10.

  	
  Change of Control

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 4.11.

  	
  Provision of Financial
  Information

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 4.12.

  	
  Statement as to
  Compliance

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 4.13.

  	
  Waiver of Certain
  Covenants

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 4.14.

  	
  Further Instruments and
  Acts

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 4.15.

  	
  Payment for Consent

  	
  31

  
	
   

  	
   

  
	
  ARTICLE V

  	
  Successor Company

  	
  31

  
	
   

  	
   

  
	
  Section 5.01.

  	
  Consolidation

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 5.02.

  	
  Successor Substituted

  	
  32

  
	
   

  	
   

  
	
  ARTICLE VI

  	
  Defaults and Remedies

  	
  32

  
	
   

  	
   

  
	
  Section 6.01.

  	
  Events of Default

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 6.02.

  	
  Acceleration;
  Rescission and Annulment

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 6.03.

  	
  Other Remedies

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 6.04.

  	
  Waiver of Past Defaults

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 6.05.

  	
  Control by Majority

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 6.06.

  	
  Limitation on Suits

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 6.07.

  	
  Rights of Holders to
  Receive Payment

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 6.08.

  	
  Collection Suit by Trustee

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 6.09.

  	
  Trustee May File
  Proofs of Claim

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 6.10.

  	
  Priorities

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 6.11.

  	
  Undertaking for Costs

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 6.12.

  	
  Waiver of Stay or
  Extension Laws

  	
  38

  
	
   

  	
   

  
	
  ARTICLE VII

  	
  Trustee

  	
  38

  
	
   

  	
   

  
	
  Section 7.01.

  	
  Duties of Trustee

  	
  38

  
	
   

  	
   

  	
   

  
	
  Section 7.02.

  	
  Rights of Trustee

  	
  39

  
				



 


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  Page

  
	
   

  	
   

  
	
  Section 7.03.

  	
  Individual Rights of
  Trustee

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 7.04.

  	
  Trustee’s Disclaimer

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 7.05.

  	
  Notice of Defaults

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 7.06.

  	
  Reports by Trustee to
  Holders

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 7.07.

  	
  Compensation and
  Indemnity

  	
  40

  
	
   

  	
   

  	
   

  
	
  Section 7.08.

  	
  Replacement of Trustee

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 7.09.

  	
  Successor Trustee by
  Merger

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 7.10.

  	
  Eligibility;
  Disqualification

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 7.11.

  	
  Preferential Collection
  of Claims Against Company

  	
  43

  
	
   

  	
   

  
	
  ARTICLE VIII

  	
  Discharge of Indenture;
  Defeasance

  	
  43

  
	
   

  	
   

  
	
  Section 8.01.

  	
  Discharge of Liability
  on Securities; Defeasance

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 8.02.

  	
  Conditions to
  Defeasance

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 8.03.

  	
  Application of Trust
  Money

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 8.04.

  	
  Repayment to Company

  	
  45

  
	
   

  	
   

  	
   

  
	
  Section 8.05.

  	
  Indemnity for
  Government Obligations

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 8.06.

  	
  Reinstatement

  	
  46

  
	
   

  	
   

  
	
  ARTICLE IX

  	
  Amendments

  	
  46

  
	
   

  	
   

  
	
  Section 9.01.

  	
  Without Consent of
  Holders

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 9.02.

  	
  With Consent of Holders

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 9.03.

  	
  Compliance with Trust
  Indenture Act

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 9.04.

  	
  Revocation and Effect
  of Consents and Waivers

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 9.05.

  	
  Notation on or Exchange
  of Securities

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 9.06.

  	
  Trustee To Sign
  Amendments

  	
  49

  
	
   

  	
   

  
	
  ARTICLE X

  	
  Subordination

  	
  49

  
	
   

  	
   

  
	
  Section 10.01.

  	
  Agreement To
  Subordinate

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 10.02.

  	
  Liquidation,
  Dissolution, Bankruptcy

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 10.03.

  	
  Default on Senior
  Indebtedness

  	
  50

  
	
   

  	
   

  	
   

  
	
  Section 10.04.

  	
  Payment Permitted

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 10.05.

  	
  Subrogation

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 10.06.

  	
  Relative Rights

  	
  52

  
				



 


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  Page

  
	
   

  	
   

  
	
  Section 10.07.

  	
  Subordination May Not
  Be Impaired by Company

  	
  52

  
	
   

  	
   

  	
   

  
	
  Section 10.08.

  	
  Rights of Trustee and
  Paying Agent

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 10.09.

  	
  Distribution or Notice
  to Representative

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 10.10.

  	
  Article Ten Not To
  Prevent Events of Default or Limit Right To Accelerate

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 10.11.

  	
  Trust Moneys Not
  Subordinated

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 10.12.

  	
  Trustee Entitled To
  Rely

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 10.13.

  	
  Trustee To Effectuate
  Subordination

  	
  54

  
	
   

  	
   

  	
   

  
	
  Section 10.14.

  	
  Trustee Not Fiduciary
  for Holders of Senior Indebtedness

  	
  55

  
	
   

  	
   

  	
   

  
	
  Section 10.15.

  	
  Reliance by Holders of
  Senior Indebtedness Upon Subordination Provisions

  	
  55

  
	
   

  	
   

  
	
  ARTICLE XI

  	
  Guarantee

  	
  55

  
	
   

  	
   

  
	
  Section 11.01.

  	
  Subsidiary Guarantee

  	
  55

  
	
   

  	
   

  	
   

  
	
  Section 11.02.

  	
  Execution and Delivery
  of Subsidiary Guarantee for Future Guarantors

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 11.03.

  	
  Limitation on
  Liability; Termination, Release and Discharge

  	
  57

  
	
   

  	
   

  	
   

  
	
  Section 11.04.

  	
  Right of Contribution

  	
  58

  
	
   

  	
   

  	
   

  
	
  Section 11.05.

  	
  No Subrogation

  	
  59

  
	
   

  	
   

  
	
  ARTICLE XII

  	
  Subordination of
  Guarantees

  	
  59

  
	
   

  	
   

  
	
  Section 12.01.

  	
  Agreement To
  Subordinate

  	
  59

  
	
   

  	
   

  	
   

  
	
  Section 12.02.

  	
  Liquidation,
  Dissolution, Bankruptcy

  	
  59

  
	
   

  	
   

  	
   

  
	
  Section 12.03.

  	
  Default on Senior
  Indebtedness of a Guarantor

  	
  60

  
	
   

  	
   

  	
   

  
	
  Section 12.04.

  	
  Subrogation

  	
  61

  
	
   

  	
   

  	
   

  
	
  Section 12.05.

  	
  Relative Rights

  	
  61

  
	
   

  	
   

  	
   

  
	
  Section 12.06.

  	
  Subordination May Not
  Be Impaired by Guarantor

  	
  62

  
	
   

  	
   

  	
   

  
	
  Section 12.07.

  	
  Rights of Trustee and
  Paying Agent

  	
  62

  
	
   

  	
   

  	
   

  
	
  Section 12.08.

  	
  Distribution or Notice
  to Representative

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 12.09.

  	
  Article Twelve Not
  To Prevent Events of Default or Limit Right To Accelerate

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 12.10.

  	
  Trustee Entitled To
  Rely

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 12.11.

  	
  Trustee To Effectuate
  Subordination

  	
  64

  
				



 


iv

















 


	
   

  	
  Page

  
	
   

  	
   

  
	
  Section 12.12.

  	
  Trustee Not Fiduciary
  for Holders of Senior Indebtedness of Guarantors

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 12.13.

  	
  Reliance by Holders of
  Senior Indebtedness of a Guarantor Upon Subordination Provisions

  	
  64

  
	
   

  	
   

  
	
  ARTICLE XIII

  	
  Miscellaneous

  	
  64

  
	
   

  	
   

  
	
  Section 13.01.

  	
  Trust Indenture Act
  Controls

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 13.02.

  	
  Notices

  	
  64

  
	
   

  	
   

  	
   

  
	
  Section 13.03.

  	
  Communication by
  Holders with Other Holders

  	
  65

  
	
   

  	
   

  	
   

  
	
  Section 13.04.

  	
  Certificate and Opinion
  as to Conditions

  	
  65

  
	
   

  	
   

  	
   

  
	
  Section 13.05.

  	
  Statements Required in
  Certificate or Opinions

  	
  65

  
	
   

  	
   

  	
   

  
	
  Section 13.06.

  	
  When Securities
  Disregarded

  	
  66

  
	
   

  	
   

  	
   

  
	
  Section 13.07.

  	
  Rules by Trustee,
  Paying Agent and Registrar

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 13.08.

  	
  Legal Holidays

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 13.09.

  	
  Governing Law

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 13.10.

  	
  No Recourse Against
  Others

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 13.11.

  	
  Successors

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 13.12.

  	
  Separability Clause

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 13.13.

  	
  Reliance on Financial
  Data

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 13.14.

  	
  Multiple Originals

  	
  68

  
	
   

  	
   

  	
   

  
	
  Section 13.15.

  	
  Table of Contents;
  Headings

  	
  68

  
				



 


	
  Annex 4.07

  	
   

  	
  Agreements Regarding Related Party
  Transactions

  
	
  Exhibit A

  	
   

  	
  Provisions Relating to Initial Securities
  and Exchange Securities

  
	
  Appendix I to Exhibit A

  	
   

  	
  Form of Initial Security

  
	
  Exhibit B

  	
   

  	
  Form of Certificate to Be Delivered in
  Connection with Transfers to IAI

  
	
  Exhibit C

  	
   

  	
  Form of Certificate to Be Delivered in
  Connection with Transfers Pursuant to Regulation S

  
	
  Exhibit D

  	
   

  	
  Form of Supplemental Indenture to Add
  Guarantors

  
	
  Exhibit E

  	
   

  	
  Form of Subsidiary Guarantee

  



 


v

















 


INDENTURE dated as of January 26, 2006, among AMC
ENTERTAINMENT INC.,
a Delaware corporation (the “Company”), the Guarantors party hereto from
time to time and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking
association, as Trustee (the “Trustee”).


 


For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the
Holders of (i) the Company’s 11% Senior Subordinated Notes due 2016,
issued on the date hereof and the guarantees thereof by certain of the Company’s
subsidiaries (the “Initial Securities”), (ii) if and when issued,
an unlimited principal amount of additional 11% Senior Subordinated Notes due
2016 that may be offered from time to time in one or more series subsequent to
the Issue Date as provided for in this Indenture and the guarantees thereof by
certain of the Company’s subsidiaries (the “Additional Securities”) and (iii) if
and when issued, the Company’s 11% Senior Subordinated Notes due 2016 and the
guarantees thereof by certain of the Company’s subsidiaries, that may be issued
from time to time in exchange for Initial Securities or for Additional
Securities each in offers registered under the Securities Act as provided in a
Registration Rights Agreement (as hereinafter defined) (the “Exchange
Securities”) or if and when issued pursuant to a private exchange of
Initial Securities or Additional Securities (the “Private Exchange
Securities”, and together with the Exchange Securities, the Initial
Securities and Additional Securities, the “Securities”):


 


ARTICLE I




Definitions and Incorporation by Reference


 


Section 1.01.                         Definitions.


 


“Acquired Indebtedness”
of any particular Person means Indebtedness of any other Person existing at the
time such other Person merged with or into or became a Subsidiary of such
particular Person or assumed by such particular Person in connection with the
acquisition of assets from any other Person, and not incurred by such other
Person in connection with, or in contemplation of, such other Person merging
with or into such particular Person or becoming a Subsidiary of such particular
Person or such acquisition.


 


“Affiliate”
means, with respect to any specified Person: (i) any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; or (ii) any other Person that owns,
directly or indirectly, 10% or more of such Person’s Capital Stock or any
officer or director of any such Person or other Person or with respect to any
natural Person, any person having a relationship with such Person by blood,
marriage or adoption not more remote than first cousin.  For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Apollo” means
Apollo Management V, L.P., a Delaware limited partnership.


 

















 


“Apollo Group”
means: (i) Apollo; (ii) the Apollo Holders; and (iii) any
Affiliate of Apollo (including the Apollo Holders).


 


“Apollo Holders”
means (i) Apollo Investment Fund V, L.P. (“AIF V”), Apollo Overseas
Partners V, L.P. (“AOP V”), Apollo Netherlands Partners V (A), L.P. (“Apollo
Netherlands A”), Apollo Netherlands Partners V (B), L.P. (“Apollo Netherlands B”)
and Apollo German Partners V GmbH & Co KG (“Apollo German Partners”)
and any other partnership or entity affiliated with and managed by Apollo or
its Affiliates to which AIF V, AOP V, Apollo Netherlands A, Apollo Netherlands
B or Apollo German Partners assigns any of their respective interests in the
Company.


 


“Bain Capital Group” means (i) Bain Capital
Holdings (Loews) I, L.P., (ii) Bain Capital AIV (Loews) II, L.P. and (iii) any
Affiliates of Bain Capital Holdings (Loews) I, L.P. and Bain Capital AIV
(Loews) II, L.P.


 


 “Bankruptcy Laws” means the bankruptcy laws of the United
States and the law of any other jurisdiction relating to bankruptcy,
insolvency, winding up, liquidation, reorganization or relief of debtors.


 


“Board of Directors”
means the Board of Directors of the Company or any committee of such Board of
Directors duly authorized to act under this Indenture.


 


“Board Resolution”
means a copy of a resolution, certified by the Secretary of the Company to have
been duly adopted by the Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustee.


 


“Business Day”
means any day other than a Saturday or Sunday or other day on which banks in
New York, New York, Kansas City, Missouri, or the city in which the Corporate
Trust Office is located are authorized or required to be closed, or, if no
Security is outstanding, the city in which the principal corporate trust office
of the Trustee is located.


 


“Capital Lease Obligations”
of any Person means any obligations of such Person and its Subsidiaries on a
consolidated basis under any capital lease or financing lease of real or
personal property which, in accordance with GAAP, has been recorded as a
capitalized lease obligation (together with Indebtedness in the form of operating
leases entered into by the Company or its Subsidiaries after May 21, 1998
and required to be reflected on a consolidated balance sheet pursuant to EITF 97-10
or any subsequent pronouncement having similar effect).


 


“Capital Stock”
of any Person means any and all shares, interests, participations or other
equivalents (however designated) of such Person’s capital stock, including
preferred stock, any rights (other than debt securities convertible into
capital stock), warrants or options to acquire such capital stock, whether now
outstanding or issued after the date of this Indenture.


 


“Carlyle Group” means (i) TC Group, L.L.C., (ii) Carlyle
Partners III Loews, L.P., (iii) CP II Coinvestment, L.P. and (iv) any
Affiliates of TC Group, L.L.C., Carlyle Partners III Loews, L.P. and CP II
Coinvestment, L.P.


 


2

















 


“Cash Equivalents”
means: (i) United States dollars; (ii) securities issued or directly
and fully guaranteed or insured by the United States government or any agency
or instrumentality; (iii) certificates of deposit and eurodollar time
deposits with maturities of six months or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding six months and overnight
bank deposits, in each case with any United States domestic commercial bank
having capital and surplus in excess of $500.0 million and a Keefe Bank Watch
Rating of “B” or better; (iv) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in
clauses (ii) and (iii) above entered into with any financial
institution meeting the qualifications specified in clause (iii) above; (v) commercial
paper having one of the two highest rating categories obtainable from Moody’s
or S&P in each case maturing within six months after the date of
acquisition; (vi) readily marketable direct obligations issued by any
State of the United States of America or any political subdivision thereof
having one of the two highest rating categories obtainable from Moody’s or
S&P; and (vii) investments in money market funds which invest at least
95% of their assets in securities of the types described in clauses (i) through
(vi) of this definition.


 


“Change of Control”
means the occurrence of, after the date of this Indenture, any of the following
events: (a) any “person” or “group” as such terms are used in Sections 13(d) and
14(d) of the Exchange Act other than one or more Permitted Holders is or
becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, except that such person or group shall be deemed to have “beneficial
ownership” of all shares that any such person or group has the right to
acquire, whether such rights are exercisable immediately or only after the
passage of time), directly or indirectly, by way of merger, consolidation or
other business combination or purchase of 50% or more of the total voting power
of the Voting Stock of the Company; (b) the adoption of a plan relating to
the liquidation or dissolution of the Company; (c) the sale, lease,
transfer or other conveyance, in one or a series of related transactions, of
all or substantially all of the assets of the Company and its Subsidiaries,
taken as a whole, to any Person other than one or more Permitted Holders; or (d) a
change of control under any of the indentures relating to the Existing Notes.


 


“Co-Investors”
means Weston Presidio Capital IV, L.P., WPC Entrepreneur Fund II, L.P., SSB
Capital Partners (Master Fund) I, L.P., Caisse de Depot et Placement du Quebec,
Co-Investment Partners, L.P., CSFB Strategic Partners Holdings II, L.P., CSFB
Strategic Partners Parallel Holdings II, L.P., CSFB Credit Opportunities Fund
(Employee), L.P., CSFB Credit Opportunities Fund (Helios), L.P., Credit Suisse
Anlagestiftung, Pearl Holding Limited, Partners Group Private Equity
Performance Holding Limited, Vega Invest (Guernsey) Limited, Alpinvest Partners
CS Investments 2003 C.V., Alpinvest Partners Later Stage Co-Investments
Custodian II B.V., Alpinvest Partners Later Stage Co-Investments Custodian IIA
B.V. and Screen Investors 2004, LLC and their respective Affiliates.


 


“Company” means
the Person named as the “Company” in the first paragraph of this Indenture,
until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Company” shall mean such
successor Person.  To the extent
necessary to comply with the requirements of the provisions of Sections 310
through 317 of the TIA as they are applicable to the Company, the term “Company”
shall include any other obligor with respect to the Securities for the purposes
of complying with such provisions.


 


3

















 


“Consolidated EBITDA”
means, with respect to any Person for any period, the Consolidated Net Income
(Loss) of such Person for such period increased (to the extent deducted in
determining Consolidated Net Income (Loss)) by the sum of: (i) all income
taxes of such Person and its Subsidiaries paid or accrued in accordance with
GAAP for such period (other than income taxes attributable to extraordinary,
unusual or non-recurring gains or losses); (ii) Consolidated Interest
Expense of such Person and its Subsidiaries for such period; (iii) depreciation
expense of such Person and its Subsidiaries for such period; (iv) amortization
expense of such Person and its Subsidiaries for such period including
amortization of capitalized debt issuance costs; and (v) any other
non-cash charges of such Person and its Subsidiaries for such period (including
non-cash expenses recognized in accordance with Financial Accounting Standard
Number 106), all determined on a consolidated basis in accordance with GAAP; provided, however, that
corporate overhead expenses payable by Holdings described in Section 4.06(b)(iv)(B),
the funds of which are provided by the Company and/or its Subsidiaries shall be
deducted in calculating the Consolidated EBITDA of the Company.  For purposes of this definition, all
transactions involving the acquisition of any Person or motion picture theatre
by another Person shall be accounted for on a “pooling of interests” basis and
not as a purchase; provided, further, that, solely with respect to calculations of the
Consolidated EBITDA Ratio: (i) Consolidated EBITDA shall include the effects
of incremental contributions the Company reasonably believes in good faith
could have been achieved during the relevant period as a result of a Theatre
Completion had such Theatre Completion occurred as of the beginning of the
relevant period; provided, however,
that such incremental contributions were identified and quantified in good
faith in an Officers’ Certificate delivered to the Trustee at the time of any
calculation of the Consolidated EBITDA Ratio; (ii) Consolidated EBITDA
shall be calculated on a pro forma basis after giving effect to any motion
picture theatre or screen that was permanently or indefinitely closed for
business at any time on or subsequent to the first day of such period as if
such theatre or screen was closed for the entire period; and (iii) all
preopening expense and theatre closure expense which reduced/(increased)
Consolidated Net Income (Loss) during any applicable period shall be added to
Consolidated EBITDA.


 


“Consolidated EBITDA Ratio”
of any Person means, for any period, the ratio of Consolidated EBITDA to
Consolidated Interest Expense for such period (other than any non-cash
Consolidated Interest Expense attributable to any amortization or write-off of
deferred financing costs); provided that,
in making such computation: (i) the Consolidated Interest Expense
attributable to interest on any Indebtedness computed on a pro forma basis and
bearing a floating interest rate shall be computed as if the rate in effect on
the date of computation had been the applicable rate for the entire period; and
(ii) with respect to any Indebtedness which bears, at the option of such
Person, a fixed or floating rate of interest, such Person shall apply, at its
option, either the fixed or floating rate.


 


“Consolidated Interest
Expense” of any Person means, without duplication, for any period,
as applied to any Person: (i) the sum of (a) the aggregate of the
interest expense on Indebtedness of such Person and its consolidated
Subsidiaries for such period, on a consolidated basis, including, without
limitation: (1) amortization of debt discount; (2) the net cost under
Interest Rate Protection Agreements (including amortization of discounts); (3) the
interest portion of any deferred payment obligation; and (4) accrued
interest; plus (b) the interest component of the Capital Lease Obligations
paid, accrued and/or scheduled to be paid or accrued by such Person and its
consolidated Subsidiaries during such period, minus (ii) the cash interest


 


4

















 


income (exclusive of deferred financing fees) of such
Person and its consolidated Subsidiaries during such period, in each case as
determined in accordance with GAAP consistently applied.


 


“Consolidated Net Income
(Loss)” of any Person means, for any period, the consolidated net
income (loss) of such Person and its consolidated Subsidiaries for such period
as determined in accordance with GAAP, adjusted, to the extent included in
calculating such net income (loss), by excluding all extraordinary gains or
losses (net of reasonable fees and expenses relating to the transaction giving
rise thereto) of such Person and its Subsidiaries.


 


“Construction Indebtedness”
means Indebtedness incurred by the Company or its Subsidiaries in connection
with the construction of motion picture theatres or screens.


 


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate
trust business shall be principally administered, which office at the date of
execution of this Indenture is located at 452 Fifth Avenue, New York, New York
10018, Attn: Corporate Trust & Loan Agency.


 


“Currency Hedging
Obligations” means the obligations of any Person pursuant to an
arrangement designed to protect such Person against fluctuations in currency
exchange rates.


 


“Debt Rating”
means the rating assigned to the Securities by Moody’s or S&P, as the case
may be.


 


“Default” means
any event which is, or after notice or the passage of time or both, would be,
an Event of Default.


 


“Designated Senior
Indebtedness” means: (i) all Senior Indebtedness under the New
Credit Facility; and (ii) any other Senior Indebtedness: (a) which at
the time of determination exceeds $30 million in aggregate principal amount; (b) which
is specifically designated in the instrument evidencing such Senior
Indebtedness as “Designated Senior Indebtedness” by the Company or any
Guarantor, as applicable; and (c) as to which the Trustee has given
written notice of such designation.


 


“DTC” means The
Depository Trust Company, a New York corporation, and its successors.


 


“Equity Offering”
means a public or private sale for cash by the Company of its common stock or
preferred stock (other than Redeemable Capital Stock), or options, warrants or
rights with respect to its common stock or preferred stock (other than
Redeemable Capital Stock), other than public offerings with respect to the
Company’s common stock, preferred stock (other than Redeemable Capital Stock),
or options, warrants or rights, registered on Form S-4 or S-8.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Existing Notes”
means the Existing Senior Notes and the Existing Senior Subordinated Notes.


 


5

















 


“Existing Senior Notes” means the Company’s 85/8%
Senior Notes due 2012 and Senior Floating Rate Notes due 2010.


 


“Existing Senior Subordinated Notes” means the Company’s
91/2% Senior Subordinated Notes due 2011, 97/8%
Senior Subordinated Notes due 2012 and 8% Senior Subordinated Notes due 2014.


 


“Fair Market Value”
means, with respect to any asset or property, the sale value that would be
obtained in an arm’s-length transaction between an informed and willing seller
under no compulsion to sell and an informed and willing buyer under no
compulsion to buy.


 


“Generally Accepted
Accounting Principles” or “GAAP” means
generally accepted accounting principles in the United States, consistently
applied.


 


“Government Securities”
means direct obligations (or certificates representing an ownership interest in
such obligations) of, or obligations guaranteed by, the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer’s option.


 


“Grupo Cinemex” means Grupo Cinemex, S.A. de C.V., a
corporation organized under the laws of the United Mexican States, and its
Subsidiaries.


 


“Guarantee”
means, with respect to any Person, any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Indebtedness or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person: (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation of such other
Person (whether arising by virtue of partnership arrangements, or by agreements
to keep-well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement conditions or otherwise); or (ii) entered
into for purposes of assuring in any other manner the obligee of such
Indebtedness or other obligation of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include
endorsements for collection or deposit in the ordinary course of business.  The term “Guarantee” used as a verb has a
corresponding meaning.


 


“Guaranteed Indebtedness”
of any Person means, without duplication, all Indebtedness of any other Person
referred to in the definition of Indebtedness and all dividends of other
Persons for the payment of which, in either case, such Person is directly or
indirectly responsible or liable as obligor, guarantor or otherwise.


 


“Guarantor”
means each Subsidiary of the Company that provides a Subsidiary Guarantee on
the Issue Date and any other Subsidiary of the Company that provides a
Subsidiary Guarantee in accordance with this Indenture; provided that
upon the release or discharge of such Subsidiary from its Subsidiary Guarantee
in accordance with this Indenture, such Subsidiary shall cease to be a
Guarantor.


 


6

















 


“Guarantor Subordinated
Obligation” means, with respect to a Guarantor, any Indebtedness of
such Guarantor (whether outstanding on the Issue Date or thereafter Incurred)
which is expressly subordinate in right of payment to the obligations of such
Guarantor under its Subsidiary Guarantee pursuant to a written agreement.


 


“Holdings” means
Marquee Holdings Inc., the direct parent company of the Company.


 


“Holder” means
the Person in whose name a Security is registered on the Security register
described in Section 2.04 as the registered holder of any Security.


 


“Incur” means,
with respect to any Indebtedness or other obligation of any Person, to create,
issue, incur (by merger, conversion, exchange or otherwise), extend, assume,
Guarantee or become liable in respect of such Indebtedness or other obligation
or the recording, as required pursuant to GAAP or otherwise, of any such
Indebtedness or obligation on the balance sheet of such Person (and “Incurrence” and “Incurred” shall
have meanings correlative to the foregoing); provided,
however, that a change in GAAP that
results in an obligation (including, without limitation, preferred stock,
temporary equity, mezzanine equity or similar classification) of such Person
that exists at such time, and is not theretofore classified as Indebtedness,
becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness; provided further, however, that
any Indebtedness or other obligations of a Person existing at the time such
Person becomes a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Subsidiary at the time it
becomes a Subsidiary; and provided further, however,
that solely for purposes of determining compliance with Section 4.05,
amortization of debt discount shall not be deemed to be the Incurrence of
Indebtedness, provided that in the case of
Indebtedness sold at a discount, the amount of such Indebtedness Incurred shall
at all times be the aggregate principal amount at stated maturity.


 


“Indebtedness”
means, with respect to any Person, without duplication: (i) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, excluding any trade payables and other accrued
current liabilities Incurred in the ordinary course of business, but including,
without limitation, all obligations of such Person in connection with any
letters of credit and acceptances issued under letter of credit facilities,
acceptance facilities or other similar facilities, now or hereafter
outstanding; (ii) all obligations of such Person evidenced by bonds,
notes, debentures or other similar instruments; (iii) all indebtedness
created or arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person (even if the rights
and remedies of the seller or lender under such agreement in the event of
default are limited to repossession or sale of such property), but excluding
trade accounts payable arising in the ordinary course of business; (iv) every
obligation of such Person issued or contracted for as payment in consideration
of the purchase by such Person or a Subsidiary of such Person of the Capital
Stock or substantially all of the assets of another Person or in consideration
for the merger or consolidation with respect to which such Person or a
Subsidiary of such Person was a party; (v) all indebtedness referred to in
clauses (i) through (iv) above of other Persons and all dividends of
other Persons, the payment of which is secured by (or for which the holder of
such indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien upon or in property (including, without limitation, accounts and
contract rights) owned by such Person, even though such Person has not


 


7

















 


assumed or become liable for the payment of such
indebtedness; (vi) all Guaranteed Indebtedness of such Person; (vii) all
obligations under Interest Rate Protection Agreements of such Person; (viii) all
Currency Hedging Obligations of such Person; (ix) all Capital Lease
Obligations of such Person; and (x) any amendment, supplement, modification,
deferral, renewal, extension or refunding of any liability of the types
referred to in clauses (i) through (ix) above.


 


“Indenture”
means this instrument as originally executed (including all exhibits and
schedules hereto) and as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof.


 


“Interest Rate Protection
Agreement” means any interest rate protection agreement, interest
rate future agreement, interest rate option agreement, interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement, option or future contract or other similar
agreement or arrangement designed to protect the Company or any of its
Subsidiaries against fluctuations in interest rates.


 


“Issue Date”
means January 26, 2006.


 


“J.P. Morgan Partners Group”
means (i) J.P. Morgan Partners, LLC and (ii) any Affiliates of J.P.
Morgan Partners, LLC.


 


“Lien” means any
mortgage, lien (statutory or other), pledge, security interest, encumbrance,
claim, hypothecation, assignment for security, deposit arrangement or preference
or other security agreement of any kind or nature whatsoever.  A Person shall be deemed to own subject to a
Lien any property which it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement relating to Indebtedness of such Person.  The right of a distributor to the return of
its film held by a Person under a film licensing agreement is not a Lien as
used herein.  Reservation of title under
an operating lease by the lessor and the interest of the lessee therein are not
Liens as used herein.


 


“Loews Notes”
means the 9% Senior Subordinated Notes due 2014 of Loews Cineplex Entertainment
Corporation.


 


“Maturity”
means, with respect to any Security, the date on which the principal of such
Security becomes due and payable as provided in such Security or this
Indenture, whether at the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise.


 


“Merger  Transactions”
means the merger of Holdings and LCE Holdings, Inc., the merger of the
Company and Loews, the tender offer for the Loews Notes, the offering of the
Initial Securities and the use of proceeds therefrom, the refinancing of the
existing AMC credit agreement and the existing Loews credit agreement with the
proceeds of the New Credit Facility, and the payment of fees and expenses in
connection with any of the foregoing.


 


“Mexican Credit Agreements” mean that certain loan agreement
and that certain revolving loan agreement, each dated as of August 16,
2004, among Cadena Mexicana de Exhibicion, S.A. de C.V. as Borrower, Grupo
Cinemex, S.A. de C.V. and the Subsidiaries listed therein, as Guarantors,
Scotiabank Inverlat, S.A., Institucion de Banca Multiple, Grupo


 


8

















 


Financiero Scotiabank
Inverlat, as Syndication Agent, and Banco Inbursa, S.A., Institucion de Banca
Multiple, Grupo Financiero Inbursa, as Administrative Agent, Documentation
Agent, Collateral Agent, Bookrunner and Lead Arranger, and the Banks listed
therein, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case
as amended, restated, supplemented, modified, renewed, increased, refunded,
replaced or refinanced from time to time in one or more agreements or
indentures (in each case with the same or new lenders or institutional
investors), including any agreement or agreements extending the maturity
thereof or otherwise restructuring all or any portion of the Indebtedness
thereunder or increasing the amount loaned or issued thereunder or altering the
maturity thereof.


 


“Moody’s” means
Moody’s Investors Service, Inc. or any successor to the rating agency
business thereof.


 


“Net Cash Proceeds,”
with respect to any issuance or sale of Capital Stock, means the cash proceeds
of such issuance or sale net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ fees, listing fees, discounts or commissions
and brokerage, consultant and other fees and charges actually Incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result of such issuance or sale (after taking into account any available tax
credit or deductions and any tax sharing arrangements).


 


“New Credit Facility”
means that certain Credit Agreement, dated as of the date hereof, among the
Company, Grupo Cinemex, S.A. de C.V. and Cadena Mexicana de Exhibicion, S.A. de
C.V., as Borrowers, the lenders and issuers party thereto, Citicorp North
America, Inc., as Administrative Agent, Banco Nacional de Mexico, S.A.,
Integrante Del Grupo Financiero Banamex, as Mexican Facility Agent, JPMorgan
Chase Bank, N.A., as Syndication Agent, and Credit Suisse Securities
(USA) LLC, Bank of America, N.A. and General Electric Capital Corporation,
as Co-Documentation Agents, and any related notes, collateral documents,
letters of credit, guarantees and other documents, and any appendices, exhibits
or schedules to any of the foregoing, as any or all of such agreements may be amended,
restated, modified or supplemented from time to time, together with any
extensions, revisions, increases, refinancings, renewals, refundings,
restructurings or replacements thereof.


 


“Non-Payment Default”
means any event of default with respect to any Designated Senior Indebtedness
(other than a Payment Default) pursuant to which the maturity thereof may be
accelerated.


 


“Non-Recourse Indebtedness”
means Indebtedness as to which: (i) none of the Company or any of its
Subsidiaries: (a) provides credit support (including any undertaking,
agreement or instrument which would constitute Indebtedness); or (b) is
directly or indirectly liable; and (ii) no default with respect to such
Indebtedness (including any rights which the holders thereof may have to take
enforcement action against the relevant Unrestricted Subsidiary or its assets)
would permit (upon notice, lapse of time or both) any holder of any other
Indebtedness of the Company or its Subsidiaries (other than Non-Recourse
Indebtedness) to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity.


 


9

















 


“Obligations”
means any principal (including reimbursement obligations and guarantees),
premium, if any, interest (including interest accruing on or after the filing
of, or which would have accrued but for the filing of, any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceedings), penalties, fees,
expenses, indemnifications, reimbursements, claims for rescission, damages,
gross-up payments and other liabilities payable under the documentation
governing any Indebtedness or otherwise.


 


“Offering Circular”
means the offering circular dated January 19, 2006 relating to the Initial
Securities.


 


“Officer” means
the Chairman of the Board, any Co-Chairman of the Board, President, the Chief
Executive Officer, any Executive Vice President, any Senior Vice President and
the Chief Financial Officer of the Company.


 


“Officers’ Certificate”
means a certificate signed by two Officers. 
Each such certificate shall include the statements provided for in TIA Section 314(e) to
the extent applicable.


 


“Opinion of Counsel”
means a written opinion of counsel to the Company or any other Person
reasonably satisfactory to the Trustee.


 


“Payment Default”
means any default in payment (whether at stated maturity, upon scheduled
installment, by acceleration or otherwise) of principal of, premium, if any, or
interest in respect of any Senior Indebtedness beyond any applicable grace
periods.


 


“Permitted Holder”
means: (i) any member of the Apollo Group; (ii) any member of the
J.P. Morgan Partners Group; (iii) any member of the Bain Capital Group; (iv) any
member of the Carlyle Group; (v) any member of the Spectrum Group; (vi) any
“Co-Investor;” provided that to the extent any
Co-Investor acquires voting stock of the Company in excess of the amount of
such voting stock held by such Co-Investor on the Issue Date, such excess
voting stock shall not be deemed to be held by a Permitted Holder; and (vii) any
Subsidiary, any employee stock purchase plan, stock option plan or other stock
incentive plan or program, retirement plan or automatic reinvestment plan or
any substantially similar plan of the Company or any Subsidiary or any Person
holding securities of the Company for or pursuant to the terms of any such
employee benefit plan; provided that
if any lender or other Person shall foreclose on or otherwise realize upon or
exercise any remedy with respect to any security interest in or Lien on any
securities of the Company held by any Person listed in this clause (vii), then
such securities shall no longer be deemed to be held by a Permitted Holder.


 


“Permitted Indebtedness”
means the following:


 


(i)                                     Indebtedness
of the Company in respect of the Initial Securities and the Indebtedness of the
Guarantors in respect of the Subsidiary Guarantees, in each case issued on the
Issue Date, upon an exchange of such Initial Securities for Exchange Securities
or Private Exchange Securities, or upon an exchange of such Subsidiary
Guarantees for exchange Subsidiary Guarantees issued in any registered exchange
offer and the Guarantees by the Guarantors of the Existing Notes;


 


10

















 


(ii)                                  Indebtedness
of the Company or any Guarantor under the New Credit Facility together with the
Guarantees thereunder and the issuance and creation of letters of credit and
bankers’ acceptances thereunder (with letters of credit and bankers’
acceptances being deemed to have a principal amount equal to the face amount
thereof) in an aggregate principal amount at any one time outstanding not to
exceed $975.0 million; provided that
Grupo Cinemex may Incur Indebtedness under this clause (ii) in an
aggregate principal amount not to exceed $25.0 million;


 


(iii)                               Indebtedness
of the Company or any Guarantor under the Existing Notes;


 


(iv)                              Indebtedness
of the Company or any of its Subsidiaries outstanding on the Issue Date (other
than Indebtedness outstanding under the New Credit Facility or the Mexican
Credit Agreements);


 


(v)                                 Indebtedness
of the Company or any of its Subsidiaries consisting of Permitted Interest Rate
Protection Agreements;


 


(vi)                              Indebtedness
of the Company or any of its Subsidiaries to any one or the other of them;


 


(vii)                           Indebtedness
Incurred to renew, extend, refinance or refund (each, a “refinancing”) the
Securities, the Existing Notes or any other Indebtedness outstanding on the
Issue Date in an aggregate principal amount not to exceed the principal amount
of the Indebtedness so refinanced plus the amount of any premium required to be
paid in connection with such refinancing pursuant to the terms of the
Indebtedness so refinanced or the amount of any premium reasonably determined
by the Company as necessary to accomplish such refinancing by means of a tender
offer or privately negotiated repurchase, plus the expenses of the Company
incurred in connection with such refinancing;


 


(viii)                        Indebtedness
of any Subsidiary Incurred in connection with the Guarantee of any Indebtedness
of the Company or Guarantors in accordance with the provisions of this
Indenture; provided that in the event such
Indebtedness that is being Guaranteed is a Subordinated Obligation or Guarantor
Subordinated Obligation, then the related Guarantee shall be subordinated in
right of payment to the Subsidiary Guarantee;


 


(ix)                                Indebtedness
relating to Currency Hedging Obligations entered into solely to protect the
Company or any of its Subsidiaries from fluctuations in currency exchange rates
and not to speculate on such fluctuations;


 


(x)                                   Capital
Lease Obligations of the Company or any of its Subsidiaries;


 


(xi)                                Indebtedness
of the Company or any of its Subsidiaries in connection with one or more
standby letters of credit or performance bonds issued in the ordinary course of
business or pursuant to self-insurance obligations;


 


(xii)                             Indebtedness
represented by property, liability and workers’ compensation insurance (which
may be in the form of letters of credit);


 


11

















 


(xiii)                          Acquired
Indebtedness; provided that such Indebtedness,
if incurred by the Company, would be in compliance with Section 4.05;


 


(xiv)                         Indebtedness
of the Company or any of its Subsidiaries to an Unrestricted Subsidiary for
money borrowed; provided that such Indebtedness
is subordinated in right of payment to the Securities and the Weighted Average
Life of such Indebtedness is greater than the Weighted Average Life of the
Securities;


 


(xv)                            Indebtedness
Incurred by Grupo Cinemex under the Mexican Credit Agreements together with the
Incurrence of Guarantees thereunder (with letters of credit and bankers’
acceptances being deemed to have a principal amount equal to the face amount
thereof), up to an aggregate principal amount of $125.0 million at any time
outstanding;


 


(xvi)                         Construction
Indebtedness in an aggregate principal amount that does not exceed $100.0
million at any time outstanding; and


 


(xvii)                      Indebtedness
of the Company or a Subsidiary Guarantor not otherwise permitted to be Incurred
pursuant to clauses (i) through (xvi) above which, together with any other
Indebtedness pursuant to this clause (xvii), has an aggregate principal amount
that does not exceed $100.0 million at any time outstanding.


 


“Permitted Interest Rate
Protection Agreements” means, with respect to any Person, Interest
Rate Protection Agreements entered into in the ordinary course of business by
such Person that are designed to protect such Person against fluctuations in
interest rates with respect to Permitted Indebtedness and that have a notional
amount no greater than the payment due with respect to Permitted Indebtedness
hedged thereby.


 


“Permitted Junior Securities” means equity securities
or subordinated securities of the Company or any successor obligor provided for
by a plan of reorganization or readjustment that, in the case of any such
subordinated securities, are subordinated in right of payment to all Senior
Indebtedness that may at the time be outstanding to at least the same extent as
the Securities are so subordinated as provided in this Indenture.


 


“Person” means
any individual, corporation, partnership, limited liability company, joint
venture, association, joint stock company, trust, estate, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Preferred Stock”
as applied to the Capital Stock of any corporation, means Capital Stock of any
class or classes (however designated) which is preferred as to the payment of
dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such corporation, over shares of
Capital Stock of any other class of such corporation.


 


“Redeemable Capital Stock”
means any Capital Stock that, either by its terms, by the terms of any security
into which it is convertible or exchangeable or otherwise, is or upon the
happening of an event or passage of time would be required to be redeemed prior
to the final Stated Maturity of the Securities or is mandatorily redeemable at
the option of the holder thereof


 


12

















 


at any time prior to such final Stated Maturity
(except for any such Capital Stock that would be required to be redeemed or is
redeemable at the option of the holder if the issuer thereof may redeem such
Capital Stock for consideration consisting solely of Capital Stock that is not
Redeemable Capital Stock), or is convertible into or exchangeable for debt
securities at any time prior to such final Stated Maturity at the option of the
holder thereof.


 


“Registration Rights Agreement” means the registration
rights agreement among the Company, the Guarantors, Credit Suisse Securities
(USA) LLC, Citigroup Global Markets Inc., and J.P. Morgan Securities Inc.
entered into on the Issue Date regarding the Initial Securities and any similar
registration rights agreements executed in connection with an offering of any
additional notes.


 


“Representative”
means the trustee, agent or representative expressly authorized to act in such
capacity, if any, for an issue of Senior Indebtedness.


 


“Restricted Payments”
has the meaning set forth in Section 4.06.


 


“Restricted Payments
Computation Period” means the period (taken as one accounting
period) from the beginning of the first fiscal quarter commencing after the
Issue Date to the last day of the Company’s fiscal quarter preceding the date
of the applicable proposed Restricted Payment.


 


“S&P” means
Standard & Poor’s Ratings Service or any successor to the rating
agency business thereof.


 


“SEC” means the
Securities and Exchange Commission.


 


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


 


“Senior Indebtedness”
means: (i) all Obligations of the Company, now or hereafter existing,
under or in respect of the New Credit Facility; (ii) Indebtedness of the
Company under the Existing Senior Notes; and (iii) the principal of,
premium, if any, and interest on all other Indebtedness of the Company (other
than the Securities and the Existing Senior Subordinated Notes), whether
outstanding on the Issue Date or thereafter created, Incurred or assumed,
unless, in the case of any particular Indebtedness, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Indebtedness shall not be senior in right of payment to the
Securities.  Notwithstanding the
foregoing, “Senior Indebtedness” shall not include: (i) Indebtedness
evidenced by the Securities; (ii) Indebtedness of the Company that is
expressly subordinated in right of payment to any Senior Indebtedness of the
Company or the Indebtedness evidenced by the Existing Senior Subordinated
Notes; (iii) Indebtedness of the Company that by operation of law is
subordinate to any general unsecured Obligations of the Company; (iv) Indebtedness
of the Company to the extent Incurred in violation of any covenant of this
Indenture; (v) any liability for federal, state or local taxes or other
taxes, owed or owing by the Company; (vi) trade accounts payable owed or
owing by the Company; (vii) amounts owed by the Company for compensation
to employees or for services rendered to the Company; (viii) Indebtedness
of the Company to any Subsidiary of the Company; and (ix) Indebtedness
which when Incurred and without respect to any election


 


13

















 


under Section 1111(b) of Title 11 of the
United States Code is without recourse to the Company or any Subsidiary.


 


“Senior Indebtedness”
of any Guarantor has the above meaning, mutatis mutandis.


 


“Senior Subordinated Indebtedness” means (i) with
respect to the Company, the Securities, the Existing Senior Subordinated Notes
and any other Indebtedness of the Company that specifically provides that such
Indebtedness is to have the same rank as the Securities in right of payment and
is not subordinated by its terms in right of payment to any Indebtedness or
other Obligation of the Company which is not Senior Indebtedness and (ii) with
respect to any Guarantor, the Subsidiary Guarantees, the Guarantees of the
Existing Senior Subordinated Notes and any other Indebtedness of such Guarantor
that specifically provides that such Indebtedness is to have the same rank as
the Subsidiary Guarantees in right of payment and is not subordinated by its
terms in right of payment to any Indebtedness or other obligation of such
Guarantor which is not Senior Indebtedness.


 


“Significant Subsidiary”
means any Subsidiary that would be a “Significant Subsidiary” of the Company
within the meaning of Rule 1-02 under Regulation S-X promulgated by the
SEC.


 


“Special Interest”
means the additional interest, if any, to be paid on the Initial Securities or
any Additional Securities pursuant to any Registration Rights Agreement as
described in Exhibit A.


 


“Spectrum Group” means (i) Spectrum Equity
Investors IV, L.P., (ii) Spectrum Equity Investors Parallel IV, L.P., (iii) Spectrum
IV Investment Managers’ Fund, L.P. and (iv) any Affiliates of Spectrum
Equity Investors IV, L.P., Spectrum Equity Investors Parallel IV, L.P. and
Spectrum IV Investment Managers’ Fund, L.P.


 


“Stated Maturity,”
when used with respect to any Security or any installment of interest thereof,
means the date specified in such Security as the fixed date on which the
principal of such Security or such installment of interest is due and payable.


 


“Subordinated Obligation”
means any Indebtedness of the Company (whether outstanding on the Issue Date or
thereafter Incurred) which is subordinate or junior in right of payment to the
Securities pursuant to a written agreement.


 


“Subsidiary” of
any person means: (i) any corporation of which more than 50% of the
outstanding shares of Capital Stock having ordinary voting power for the
election of directors is owned directly or indirectly by such Person; and (ii) any
partnership, limited liability company, association, joint venture or other
entity in which such Person, directly or indirectly, has more than a 50% equity
interest, and, except as otherwise indicated herein, references to Subsidiaries
shall refer to Subsidiaries of the Company. 
Notwithstanding the foregoing, for purposes hereof, an Unrestricted
Subsidiary shall not be deemed a Subsidiary of the Company other than for
purposes of the definition of “Unrestricted Subsidiary” unless the Company
shall have designated in writing to the Trustee an Unrestricted Subsidiary as a
Subsidiary.  A designation of an
Unrestricted Subsidiary as a Subsidiary may not thereafter be rescinded.


 


14

















 


“Subsidiary Guarantee”
means, individually, any Guarantee of payment of the Securities and Exchange
Securities issued in a registered exchange offer for the Initial Securities
pursuant to the Registration Rights Agreement and this Indenture by a Guarantor
and any supplemental indenture applicable thereto (including pursuant to Exhibit D),
and, collectively, all such Guarantees. 
Each such Subsidiary Guarantee will be substantially in the form
prescribed in this Indenture.


 


“Surviving Entity”
has the meaning set forth in Section 5.01.


 


“Theatre Completion”
means any motion picture theatre or screen which was first opened for business
by the Company or a Subsidiary during any applicable period.


 


“TIA” means the
Trust Indenture Act of 1939 (15 U.S.C.77aaa-77bbbb) as in effect on the Issue
Date; provided, however,
that, in the event the TIA is amended after such date, “TIA” means, to the
extent required by any such amendments, the Trust Indenture Act of 1939 as so
amended.


 


“Trust Officer”
means any officer within the Corporate Trust Administration department of the
Trustee (or any successor group of the Trustee) with direct responsibility for
the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.


 


“Trustee” means
the Person named as the “Trustee” in the first paragraph of this instrument,
until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean such
successor Trustee.


 


“U.S. Dollars,” “United States Dollars,” “US$” and the
symbol “$” each mean currency of the United
States of America.


 


“Uniform Commercial Code”
means the New York Uniform Commercial Code as in effect from time to time.


 


“Unrestricted Subsidiary”
means a Subsidiary of the Company designated in writing to the Trustee: (i) whose
properties and assets, to the extent they secure Indebtedness, secure only
Non-Recourse Indebtedness; (ii) that has no Indebtedness other than
Non-Recourse Indebtedness; and (iii) that has no Subsidiaries.


 


“Voting Stock”
of a Person means all classes of Capital Stock or other interests (including
partnership interests) of such Person then outstanding and normally entitled
(without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof.


 


“Weighted Average Life”
means, as of any date, with respect to any debt security, the quotient obtained
by dividing (i) the sum of the products of the number of years from such
date to the dates of each successive scheduled principal payment (including any
sinking fund payment requirements) of such debt security multiplied by the
amount of such principal payment, by (ii) the sum of all such principal
payments.


 


15

















 


“Wholly Owned Subsidiary”
of any Person means a Subsidiary of such Person, all of the Capital Stock
(other than directors’ qualifying shares) or other ownership interests of which
shall at the time be owned by such Person or by one or more Wholly Owned
Subsidiaries of such Person or by such Person and one or more Wholly Owned
Subsidiaries of such Person.


 


Section 1.02.                         Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in Section

  
	
   

  	
   

  	
   

  
	
  “Additional Securities”

  	
   

  	
  Exhibit A

  
	
  “Bankruptcy Order”

  	
   

  	
  6.01

  
	
  “Change of Control Offer”

  	
   

  	
  4.10

  
	
  “Change of Control Payment Date”

  	
   

  	
  4.10

  
	
  “Change of Control Purchase Price”

  	
   

  	
  4.10

  
	
  “covenant defeasance option”

  	
   

  	
  8.01

  
	
  “Custodian”

  	
   

  	
  6.01

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Exchange Securities”

  	
   

  	
  Exhibit A

  
	
  “Global Security”

  	
   

  	
  Exhibit A

  
	
  “Guarantor Obligations”

  	
   

  	
  11.01

  
	
  “Initial Blockage Period”

  	
   

  	
  10.03

  
	
  “legal defeasance option”

  	
   

  	
  8.01

  
	
  “Legal Holiday”

  	
   

  	
  12.08

  
	
  “OID”

  	
   

  	
  2.01

  
	
  “Paying Agent”

  	
   

  	
  2.04

  
	
  “Payment Blockage Period”

  	
   

  	
  10.03

  
	
  “Private Exchange Securities”

  	
   

  	
  Exhibit A

  
	
  “QIB”

  	
   

  	
  Exhibit A

  
	
  “Registered Exchange Offer”

  	
   

  	
  Exhibit A

  
	
  “Registrar”

  	
   

  	
  2.04

  
	
  “Restricted Payments”

  	
   

  	
  4.06

  
	
  “Securities Custodian”

  	
   

  	
  Exhibit A

  
	
  “Shelf Registration Statement”

  	
   

  	
  Exhibit A

  
	
  “Special Interest Payment Date”

  	
   

  	
  2.11

  
	
  “Special Record Date”

  	
   

  	
  2.11

  
	
  “Subordinated Obligations”

  	
   

  	
  10.01

  
	
  “Surviving Entity”

  	
   

  	
  5.01

  



 


Section 1.03.                         Incorporation
by Reference of Trust Indenture Act. 
Prior to the effectiveness of the registration statement relating to the
Registered Exchange Offer or the Shelf Registration Statement, this Indenture
shall incorporate and be governed by the provisions of the TIA.  After the effectiveness of either the
registration statement relating to the Registered Exchange Offer or the Shelf
Registration Statement, this Indenture shall be subject to the provisions of
the TIA that are required to be a part of this Indenture and shall, to the
extent applicable, be governed by such provisions.  The following TIA terms have the following
meanings:


 


16

















 


“Commission” means the SEC.


 


“Indenture securities” means the Securities.


 


“indenture Security Holder” means a Holder.


 


“indenture to be Qualified” means this Indenture.


 


“Indenture Trustee” or “institutional Trustee” means
the Trustee.


 


“obligor” on the indenture securities means the
Company and any other obligor on the indenture securities.


 


All other TIA terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by
SEC rule have the meanings assigned to them by such definitions.


 


Section 1.04.                         Rules of
Construction.  Unless the context
otherwise requires:


 


(a)                                  a
term has the meaning assigned to it;


 


(b)                                 an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;


 


(c)                                  “or”
is not exclusive;


 


(d)                                 “including”
means including without limitation;


 


(e)                                  words
in the singular include the plural and words in the plural include the
singular;


 


(f)                                    unsecured
Indebtedness shall not be deemed to be subordinate or junior to secured
Indebtedness merely by virtue of its nature as unsecured Indebtedness; and


 


(g)                                 the
principal amount of any non-interest bearing or other discount security at any
date shall be the principal amount thereof that would be shown on a balance
sheet of the issuer dated such date prepared in accordance with GAAP.


 


ARTICLE II



The Securities


 


Section 2.01.                         Amount
of Securities; Issuable in Series. 
As provided for in Exhibit A hereto, the aggregate principal
amount of the Securities which may be authenticated and delivered under this
Indenture is unlimited.  All Securities
shall be substantially identical in all respects other than issue prices, issuance
dates and denominations.  The Securities
may be issued in one or more series; provided, however, that any Securities issued with original issue
discount (“OID”) for Federal income tax purposes shall not be issued as
part of the same series as any Securities that are issued with a different amount
of OID or are not issued with OID.


 


17

















 


Subject to Section 2.03, the Trustee shall
authenticate Initial Securities for original issue on the Issue Date in the
aggregate principal amount of $325,000,000. 
With respect to any Securities issued after the Issue Date (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, Initial Securities pursuant to Section 2.07,
2.09 or 3.06 or Exhibit A), there shall be established in or
pursuant to a resolution of the Board of Directors, and subject to Section 2.03,
set forth, or determined in the manner provided in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the
issuance of such Securities:


 


(a)                                  whether
such Securities shall be issued as part of a new or existing series of
Securities and the title of such Securities (which shall distinguish the
Securities of the series from Securities of any other series);


 


(b)                                 the
aggregate principal amount of such Securities that may be authenticated and
delivered under this Indenture (which shall be calculated without reference to
any Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the same series pursuant to
Section 2.07, 2.09 or 3.06 or Exhibit A or any Securities
which, pursuant to Section 2.03, are deemed never to have been
authenticated and delivered hereunder);


 


(c)                                  the
issue price and issuance date of such Securities, including the date from which
interest on such Securities shall accrue;


 


(d)                                 if
applicable, that such Securities shall be issuable in whole or in part in the
form of one or more Global Securities and, in such case, the respective
depositories for such Global Securities, the form of any legend or legends that
shall be borne by any such Global Security in addition to or in lieu of that
set forth in Appendix I to Exhibit A and any circumstances in
addition to or in lieu of those set forth in Section 2.3 of Exhibit A
in which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
depository for such Global Security or a nominee thereof; and


 


(e)                                  if
applicable, that such Securities shall not be issued in the form of Initial
Securities or Additional Securities, but shall be issued in the form of Private
Exchange Securities or Exchange Securities.


 


If any of the terms of any series are established by
action taken pursuant to a resolution of the Board of Directors, a copy of an
appropriate record of such action shall be certified by the Secretary or any
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers’ Certificate or the trust indenture supplemental
hereto setting forth the terms of the series.


 


Section 2.02.                         Form and
Dating.  Provisions relating to
the Securities are set forth in Exhibit A, which is hereby
incorporated in and expressly made part of this Indenture.   The Securities of each series and the
Trustee’s certificate of authentication shall be substantially in the form of Appendix
I to Exhibit A which is hereby incorporated in and expressly made a
part of this Indenture. Without limiting the generality of the foregoing,
Securities offered and


 


18

















 


sold to QIBs in
reliance on Rule 144A shall include the form of assignment set forth in Appendix
I to Exhibit A and Securities offered and sold in offshore
transactions in reliance on Regulation S (other than Initial Securities offered
on the Issue Date) shall include the form of certificate set forth in Exhibit C.  The Securities of each series may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage; provided that any such notation, legend or endorsement is in
a form reasonably acceptable to the Company. 
Each Security shall be dated the date of its authentication.  The terms of the Securities of each series
set forth in Appendix I to Exhibit A are part of the terms of this
Indenture.


 


Section 2.03.                         Execution
and Authentication.  Two Officers
(or one Officer and the Vice President and Secretary of the Company) shall sign
the Securities for the Company by manual or facsimile signature.


 


If an Officer whose signature is on a Security no
longer holds that office at the time the Trustee authenticates the Security,
the Security shall be valid nevertheless.


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication, together with
a written order of the Company in the form of an Officers’ Certificate for the
authentication and delivery of such Securities, and the Trustee in accordance
with such written order of the Company shall authenticate and deliver such
Securities.


 


A Security shall not be valid until an authorized
signatory of the Trustee manually signs the certificate of authentication on
the Security.  The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.


 


The Trustee may appoint an authenticating agent
reasonably acceptable to the Company to authenticate the Securities.  Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so.  Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent.  An authenticating agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and
demands.


 


The Trustee shall not be required to authenticate such
Securities if the issue thereof will adversely affect the Trustee’s own rights,
duties, indemnities or immunities under the Securities and this Indenture.


 


Section 2.04.                         Registrar
and Paying Agent.  The Company
shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange (the “Registrar”) and an office
or agency where Securities may be presented for payment (the “Paying Agent”).  The Registrar shall keep a register of the
Securities and of their transfer and exchange. 
The Company may have one or more co-registrars and one or more
additional paying agents.  The term “Paying
Agent” includes any additional paying agent and “Registrar” includes any
co-registrar.


 


19

















 


The Company shall enter into an appropriate agency
agreement with any Registrar or Paying Agent not a party to this Indenture,
which shall incorporate the terms of the TIA. 
The agreement shall implement the provisions of this Indenture that
relate to such agent.  The Company shall
notify the Trustee of the name and address of any such agent.  If the Company fails to maintain a Registrar
or Paying Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.07.  The Company or any of its domestic Wholly
Owned Subsidiaries may act as Paying Agent, Registrar or transfer agent.


 


The Company initially appoints the Trustee as
Registrar and Paying Agent in connection with the Securities.


 


Section 2.05.                         Paying
Agent To Hold Money in Trust. 
Prior to each due date of the principal and interest on any Security,
the Company shall deposit with the Paying Agent a sum sufficient to pay such
principal and interest so becoming due. 
The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of or interest on the Securities and shall notify the Trustee of any
default by the Company or any Guarantor in making any such payment.  If the Company or a domestic Wholly Owned
Subsidiary acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and to account for any funds
disbursed by the Paying Agent.  Upon
complying with this Section, the Paying Agent (if other than the Company or a
domestic Wholly Owned Subsidiary) shall have no further liability for the money
delivered to the Trustee.


 


Section 2.06.                         Holder
Lists.  The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Holders and shall otherwise
comply with TIA Section 312(a).  If
the Trustee is not the Registrar, the Company on its own behalf and on the
behalf of each of the Guarantors shall furnish to the Trustee, in writing at
least five Business Days before each interest payment date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of
Holders and the Company and the Guarantors shall otherwise comply with TIA Section 312(a).


 


Section 2.07.                         Replacement
Securities.  If a mutilated
security is surrendered to the Registrar or if the Holder of a Security claims
that such Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security if the
requirements of Section 8-405 of the Uniform Commercial Code are met and
the Holder satisfies any other reasonable requirements of the Trustee.  If required by the Trustee or the Company,
such Holder shall furnish an indemnity bond sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee, the Paying Agent,
the Registrar and any co-registrar from any loss which any of them may suffer if
a Security is replaced.  The Company and
the Trustee may charge the Holder for their expenses in replacing a Security.


 


Every replacement Security is an additional obligation
of Company.


 


20

















 


Section 2.08.                         Outstanding
Securities.  Securities
outstanding at any time are all Securities authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation and those
described in this Section as not outstanding.  A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security.


 


If a Security is replaced pursuant to Section 2.07,
it ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a protected
purchaser.


 


If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest payable on that date with respect
to the Securities (or portions thereof) to be redeemed or maturing, as the case
may be, and the Paying Agent is not prohibited from paying such money to the
Holders on that date pursuant to the terms of this Indenture, then on and after
that date such Securities (or portions thereof) cease to be outstanding and
interest, on them ceases to accrue.


 


Section 2.09.                         Temporary
Securities.  Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Securities. 
Temporary Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers appropriate for
temporary Securities.  Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities and deliver them in exchange for temporary
Securities.  After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency maintained by the Company far that purpose and such exchange shall be
without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Securities, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery in exchange therefor, one or more definitive Securities representing
an equal principal amount of Securities. 
Until so exchanged, the Holder of temporary Securities shall in all
respects be entitled to the same benefits under this Indenture as a Holder of
definitive Securities.


 


Section 2.10.                         Cancellation.  The Company at any time may deliver
Securities to the Trustee for cancellation. 
The Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment.  The Trustee and no one else
shall cancel (subject to the record retention requirements of the Exchange Act)
all Securities surrendered for registration of transfer, exchange, payment or cancellation
and deliver cancelled Securities to the Company upon a written direction of the
Company.  Except as expressly permitted
herein, the Company may not issue new Securities to replace Securities it has
redeemed, paid or delivered to the Trustee for cancellation.


 


If the Company or any Guarantor acquires any of the
Securities, such acquisition shall not operate as a redemption or satisfaction
of the Indebtedness represented by such Securities unless and until the same
are surrendered to the Trustee for cancellation pursuant to this Section 2.10.  The Company may not issue new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation for
any reason other than in connection with a registration of transfer or exchange
of such Securities.


 


21

















 


At such time as all beneficial interests in a Global
Security have either been exchanged for definitive Securities, transferred,
redeemed, repurchased or canceled, such Global Security shall be returned by
DTC to the Trustee for cancellation or retained and canceled by the
Trustee.  At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for
definitive Securities, transferred in exchange for an interest in another
Global Security, redeemed, repurchased or canceled, the principal amount of
Securities represented by such Global Security shall be reduced and an
adjustment shall be made on the books and records of the Trustee (if it is then
the Securities Custodian for such Global Security) with respect to such Global
Security, by the Trustee or the Securities Custodian, to reflect such
reduction.


 


Section 2.11.                         Defaulted
Interest.  If the Company
defaults in a payment of interest on the Securities, the Company shall pay the
defaulted interest (plus interest on such defaulted interest at the rate borne
by the Securities to the extent lawful) in any lawful manner.  The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each
Security and the date (not less than 30 days after such notice) of the proposed
payment (the “Special Interest Payment Date”), and at the same time the
Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such defaulted interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such defaulted interest as in this
clause provided.  Thereupon the Trustee
shall fix a record date (the “Special Record Date”) for the payment of
such defaulted interest, which date shall be not more than 15 days and not less
than 10 days prior to the Special Interest Payment Date and not less than 10
days after the receipt by the Trustee of the notice of the proposed
payment.  The Trustee shall promptly
notify the Company of such Special Record Date, and in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
defaulted interest and the Special Record Date and Special Interest Payment
Date therefor to be given in the manner provided for in Section 13.02, not
less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
defaulted interest and the Special Record Date and Special Interest Payment
Date therefor having been so given, such defaulted interest shall be paid on
the Special Interest Payment Date to the Persons in whose names the Securities
(or their respective predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable.


 


The Company may make payment of any defaulted interest
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee.


 


Subject to the foregoing provisions of this Section,
each Security delivered under this Indenture upon registration of, transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


Section 2.12.                         CUSIPs
Numbers, Common Codes or ISINs. 
The Company in issuing the Securities may use “CUSIP” numbers, “Common
Codes” or “ISINs” (if then generally in use) and, if so, the Trustee shall use “CUSIP”
numbers, “Common Codes” or


 


22

















 


“ISINs” in notices
of redemption as a convenience to Holders; provided, however, that neither the Company nor the Trustee shall
have any responsibility for any defect in the “CUSIP” number, “Common Code” or “ISIN”
that appears on any Security, check, advice of payment or redemption notice,
and any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.  The Company shall promptly notify the Trustee
in writing of any change in the CUSIP number, Common Code or ISIN.


 


Section 2.13.                         Computation
of Interest.  Interest on the
Securities shall be computed on the basis of a 360-day year of twelve 30-day
months.


 


ARTICLE III


 


Redemption


 


Section 3.01.                         Notices
to Trustee.  If the Company
elects to redeem Securities pursuant to paragraph 5 of the Securities, it shall
notify the Trustee in writing of the redemption date, the principal amount of
Securities to be redeemed, the redemption price and that such redemption is
being made pursuant to paragraph 5 of the Securities.


 


The Company shall give notice to the Trustee provided
for in this Section 3.01 at least 45 days but not more than 60 days before
the redemption date unless the Trustee consents to a shorter period.  Such notice shall be accompanied by an
Officers’ Certificate and an Opinion of Counsel from the Company to the effect
that such redemption will comply with the conditions herein.


 


Section 3.02.                         Selection
of Securities To Be Redeemed.  If
fewer than all the Securities are to be redeemed at any time, not more than 60
days prior to the redemption date, the Trustee shall select the Securities to
be redeemed pro rata or by lot or by a method that complies with applicable
legal and securities exchange requirements, if any, and that the Trustee
considers fair and appropriate and in accordance with methods generally used at
the time of selection by fiduciaries in similar circumstances.  The Trustee shall make the selection from
outstanding Securities not previously called for redemption.  The Trustee may select for redemption
portions of the principal of Securities that have denominations larger than
$1,000.  Securities and portions of them
the Trustee selects shall be in amounts of $1,000 or a whole multiple of
$1,000.  Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption.  The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.


 


Section 3.03.                         Notice
of Redemption.  At least 30 days
but not more than 60 days before a date for redemption of Securities, the
Company shall mail a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at its registered address.


 


The notice shall identify the Securities (or portion
thereof) to be redeemed (including CUSIP numbers if any) and shall state:


 


23

















 


(a)                                  the
redemption date;


 


(b)                                 the
redemption price;


 


(c)                                  the
name and address of the Paying Agent;


 


(d)                                 that
Securities called for redemption must be surrendered to the Paying Agent to
collect the redemption price;


 


(e)                                  if
fewer than all the outstanding Securities are to be redeemed, or if a Security
is to be redeemed in part only, the identification and principal amounts of the
particular Securities (or portion thereof) to be redeemed;


 


(f)                                    that,
unless the Company defaults in making such redemption payment or the Paying
Agent is prohibited from making such payment pursuant to the terms of this
Indenture, interest on Securities (or portion thereof) called for redemption
ceases to accrue on and after the redemption date; and


 


(g)                                 that
no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Securities.


 


At the Company’s written request, the Trustee shall
give the notice of redemption in the Company’s name and at the Company’s
expense.  In such event, the Company
shall provide the Trustee with the information required by this Section at
least 45 days before the redemption date, unless the Trustee consents to a
shorter period.


 


Section 3.04.                         Effect
of Notice of Redemption.  Once
notice of redemption is mailed, Securities called for redemption become due and
payable on the redemption date and at the redemption price stated in the
notice.  Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price stated in the
notice, plus accrued interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
related interest payment date that is on or prior to the date of redemption).  Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of the notice to any other
Holder.


 


Section 3.05.                         Deposit
of Redemption Price.  Prior to
10:00 a.m., New York City time, on the redemption date, the Company shall deposit
with the Paying Agent (or, if the Company or a domestic Wholly Owned Subsidiary
is the Paying Agent, shall segregate and hold in trust) money sufficient to pay
the redemption price of and accrued interest (subject to the right of Holders
of record on the relevant record date to receive interest due on the related
interest payment date that is on or prior to the date of redemption) on all
Securities to be redeemed on that date other than Securities or portions of
Securities called for redemption that have been delivered by the Company to the
Trustee for cancellation.


 


Section 3.06.                         Securities
Redeemed in Part.  Upon surrender
of a Security that is redeemed in part, the Company shall execute and the
Trustee shall authenticate for the Holder (at the Company’s expense) a new
Security equal in principal amount to the unredeemed portion of the Security
surrendered.


 


24






 













 


ARTICLE IV


 


Covenants


 


Section 4.01.                         Payment
of Securities.  The Company shall
promptly pay the principal of, premium, if any, and interest on the Securities,
in immediately available funds, on the dates and in the manner provided in the
Securities and in this Indenture. 
Principal, premium, if any, and interest shall be considered paid on the
date due if on such date the Trustee or the Paying Agent holds in accordance
with this Indenture money sufficient to pay all principal, premium, if any, and
interest then due and the Trustee or the Paying Agent, as the case may be, is
not prohibited from paying such money to the Holders on that date pursuant to
the terms of this Indenture.


 


The Company shall pay interest on overdue principal at
the rate specified therefore in the Securities, and it shall pay interest on
overdue installments of interest at the rate borne by the Securities to the
extent lawful.


 


The Company and the Guarantors will pay any present or
future stamp, court or documentary taxes or any other excise or property taxes,
charges or similar levies that arise in any jurisdiction from the execution,
delivery, enforcement or registration of the Securities, the Subsidiary
Guarantees, this Indenture or any other document or instrument in relation
thereof, or the receipt of any payments with respect to the Securities or the
Subsidiary Guarantees, excluding such taxes, charges or similar levies imposed
by any jurisdiction outside of the United States, the jurisdiction of
incorporation of any successor of the Company or any Guarantor or any
jurisdiction in which a Paying Agent is located, other than those resulting
from, or required to be paid in connection with, the enforcement of the
Securities, the Subsidiary Guarantees or any other such document or instrument
following the occurrence of any Event of Default with respect to the
Securities.  The Company or the
Guarantors will indemnify the Holders for any such taxes paid by such Holders.


 


Section 4.02.                         Corporate
Existence.  Subject to Article Five,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect the corporate existence and corporate power and
authority of the Company and each Subsidiary; provided, however, that the Company shall not be required to preserve
any such corporate existence and corporate power and authority if the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Subsidiaries taken as a whole.


 


Section 4.03.                         Payment
of Taxes and Other Claims.  The
Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent,


 


(a)                                  all
material taxes, assessments and governmental charges levied or imposed upon the
Company or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary; and


 


(b)                                 all
material lawful claims for labor, materials and supplies, which, if unpaid,
might by law become a Lien upon the property of the Company or any Subsidiary


 


25

















 


that could produce a material adverse effect on the
consolidated financial condition of the Company; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings.


 


Section 4.04.                         Maintenance
of Properties.  The Company will
cause all properties owned by the Company or any Subsidiary or used or held for
use in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times,
except, in every case, as and to the extent that the Company may be prevented
by fire, strikes, lockouts, acts of God, inability to obtain labor or
materials, governmental restrictions, enemy action, civil commotion or
unavoidable casualty or similar causes beyond the control of the Company; provided, however, that
nothing in this Section 4.04 shall prevent the Company from discontinuing
the maintenance of any such properties if such discontinuance is, in the
judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.


 


Section 4.05.                         Limitation
on Consolidated Indebtedness. 
The Company shall not, and shall not permit any of its Subsidiaries to,
Incur any Indebtedness (other than Permitted Indebtedness) unless after giving
effect to such event on a pro forma basis, the Company’s Consolidated EBITDA
Ratio for the four (4) full fiscal quarters immediately preceding such
event, taken as one period calculated on the assumption that such Indebtedness
had been Incurred on the first day of such four quarter period, is greater than
or equal to 2.0:1.


 


Section 4.06.                         Limitation
on Restricted Payments.  (a) The
Company shall not, and shall not permit its Subsidiaries to, directly or
indirectly:


 


(i)                                     declare
or pay any dividend on, or make any distribution in respect of, any shares of
the Company’s or any Subsidiary’s Capital Stock (excluding dividends or
distributions payable in shares of  the
Company’s Capital Stock or in options, warrants or other rights to purchase
such Capital Stock, but including dividends or distributions payable in
Redeemable Capital Stock or in options, warrants or other rights to purchase
Redeemable Capital Stock (other than dividends on such Redeemable Capital Stock
payable in shares of such Redeemable Capital Stock)) held by any Person other
than the Company or any of its Wholly Owned Subsidiaries; or


 


(ii)                                  purchase,
redeem or acquire or retire for value any Capital Stock of the Company or any
Affiliate thereof (other than any Wholly Owned Subsidiary of the Company) or
any options, warrants or other rights to acquire such Capital Stock;


 


(such payments or any other actions described in (i) and
(ii) above are collectively referred to as “Restricted Payments”)
unless at the time of and after giving effect to the proposed Restricted
Payment (the amount of any such Restricted Payment, if other than cash, as
determined by the


 


26

















 


Board of Directors, whose determination shall be
conclusive and evidenced by a Board Resolution): (A) no Default or Event
of Default shall have occurred and be continuing; (B) the Company could
incur $1.00 of additional Indebtedness (other than Permitted Indebtedness)
under the provisions of Section 4.05; and (C) the aggregate amount of
all Restricted Payments (other than Restricted Payments permitted by clause (b)(iv) of
this Section) declared or made after the Issue Date (including the proposed
Restricted Payment) does not exceed the sum of:


 


(1)                                  (x)
Consolidated EBITDA for the Restricted Payments Computation Period, minus (y)
2.0 times Consolidated Interest Expense for the Restricted Payments Computation
Period (which commenced on the Issue Date); plus


 


(2)                                  the
aggregate net proceeds, including the Fair Market Value of property other than
cash (as determined by the Board of Directors, whose determination shall be
conclusive, except that for any property whose Fair Market Value exceeds $10.0
million such Fair Market Value shall be confirmed by an independent appraisal
obtained by the Company), received after the Issue Date by the Company from the
issuance or sale (other than to any of its Subsidiaries) of shares of Capital
Stock of the Company (other than (A) Redeemable Capital Stock and (B) Capital
Stock issued to the stockholders of Loews in connection with the Transactions)
or warrants, options or rights to purchase such shares of Capital Stock; plus


 


(3)                                  the
aggregate net proceeds, including the Fair Market Value of property other than
cash (as determined by the Board of Directors, whose determination shall be
conclusive, except that for any property whose Fair Market Value exceeds $10.0
million such Fair Market Value shall be confirmed by an independent appraisal
obtained by the Company), received after the Issue Date by the Company from
debt securities that have been converted into or exchanged for Capital Stock of
the Company (other than Redeemable Capital Stock) to the extent such debt
securities were originally sold for such net proceeds plus the aggregate cash
received by the Company at the time of such conversion.


 


(b) Notwithstanding Section 4.06(a), the
Company or any of its Subsidiaries may:


 


(i)                                     pay
dividends on its Capital Stock within sixty (60) days of the declaration
thereof if, on the declaration date, such dividends could have been paid in
compliance with the foregoing limitation;


 


(ii)                                  acquire,
redeem or retire Capital Stock in exchange for, or in connection with a
substantially concurrent issuance of, Capital Stock of the Company (other than
Redeemable Capital Stock);


 


(iii)                               in
the case of a Subsidiary, pay dividends (or in the case of any partnership or
limited liability company, any similar distribution) to the holders of its
Capital Stock on a pro rata basis;


 


(iv)                              make
cash dividends or loans to Holdings in amounts equal to:


 


(A)                              the
amounts required for Holdings to pay franchise taxes and other fees required to
maintain its legal existence; and


 


27

















 


(B)                                an
amount not to exceed $3.5 million in any fiscal year to permit Holdings to pay
its corporate overhead expense Incurred in the ordinary course of business, and
to pay salaries or other compensation of employees who perform services for
both Holdings and the Company; and


 


(v)                                 make
other Restricted Payments in an aggregate amount not to exceed $200.0 million.


 


Section 4.07.                         Limitation
on Transactions with Affiliates. 
(a) The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with any
Affiliate of the Company (other than a Wholly Owned Subsidiary of the Company)
involving aggregate consideration in excess of $5.0 million, unless: (i) such
transaction or series of transactions is on terms that are no less favorable to
the Company or such Subsidiary, as the case may be, than would be available at
the time of such transaction or series of transactions in a comparable
transaction in an arm’s-length dealing with an unaffiliated third party; (ii) such
transaction or series of transactions is in the best interests of the Company;
and (iii) with respect to a transaction or series of transactions
involving aggregate payments equal to or greater than $50.0 million, a majority
of disinterested members of the Board of Directors determines that such
transaction or series of transactions complies with clauses (i) and (ii) above,
as evidenced by a Board Resolution.


 


(b)                                 Notwithstanding
the foregoing limitation, the Company and its Subsidiaries may enter into or
suffer to exist the following:


 


(i)                                     any
transaction pursuant to any contract in existence on the Issue Date;


 


(ii)                                  any
Restricted Payment permitted to be made pursuant to the provisions of Section 4.06;


 


(iii)                               any
transaction or series of transactions between the Company and one or more of
its Subsidiaries or between two or more of its Subsidiaries (provided that no more than 5% of the equity interest in any
such Subsidiary is owned, directly or indirectly (other than by direct or
indirect ownership of an equity interest in the Company), by any Affiliate of
the Company other than a Subsidiary);


 


(iv)                              the
payment of compensation (including amounts paid pursuant to employee benefit
plans) for the personal services of officers, directors and employees of the
Company or any of its Subsidiaries; and


 


(v)                                 the
existence of, or the performance by the Company or any of its Subsidiaries of
its obligations under the terms of, any agreements that are described in the
Offering Circular under the headings “Management” and “Certain Relationships
and Related Party Transactions” listed on Annex 4.07 hereto and any amendments
thereto; provided, however,
that the existence of, or the performance by the Company or any of its
Subsidiaries of its obligations under, any future amendment to such agreements
shall only


 


28

















 


be permitted by this clause (v) to the extent
that the terms of any such amendment, taken as a whole, are not more
disadvantageous to the holders of the Securities in any material respect than
the terms of such agreements in effect on the Issue Date.


 


Section 4.08.                         Limitation
on Senior Subordinated Indebtedness. 
The Company will not Incur any Indebtedness that is subordinate or
junior in right of payment to any Senior Indebtedness and senior in right of
payment to the Securities.  No Guarantor
will Incur any Indebtedness that is subordinate or junior in right of payment
to any Senior Indebtedness of such Guarantor and senior in right of payment to
such Guarantor’s Subsidiary Guarantee.


 


Section 4.09.                         Future
Guarantors.  After the Issue
Date, the Company will cause each Subsidiary which guarantees obligations under
the New Credit Facility, the Existing Notes or any other Indebtedness of the
Company or any Guarantor to execute and deliver to the Trustee a supplemental
indenture pursuant to which such Guarantor will unconditionally Guarantee, on a
joint and several basis, the full and prompt payment of the principal of,
premium, if any, interest and Special Interest, if any, on the Securities on a
senior subordinated basis.  Each
Subsidiary Guarantee will be limited to an amount not to exceed the maximum
amount that can be guaranteed by that Subsidiary without rendering the
Subsidiary Guarantee as it relates to such Subsidiary, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.  Notwithstanding the foregoing, if a Guarantor
is released and discharged in full from its obligations under its Guarantees of
(a) the New Credit Facility and related documentation and (b) all
other Indebtedness of the Company and its Subsidiaries, then the Subsidiary
Guarantee of such Guarantor shall be automatically and unconditionally released
and discharged.


 


Section 4.10.                         Change
of Control.  Upon the occurrence
of a Change of Control, the Company will be required to make an offer (a “Change
of Control Offer”) to purchase all outstanding Securities at a purchase
price (the “Change of Control Purchase Price”) equal to 101% of their
principal amount plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date).


 


Within 30 days following the date upon which the
Change of Control occurred, the Company must send, by first class mail, a
notice to each Holder, with a copy to the Trustee, which notice shall govern
the terms of the Change of Control Offer. 
Such notice will state, among other things, the purchase date, which
must be no earlier than 30 days nor later than 60 days from the date such
notice is mailed, other than as may be required by law (the “Change of
Control Payment Date”).  The Change
of Control Offer is required to remain open for at least 20 Business Days and
until the close of business on the Change of Control Payment Date.


 


In the event that the Company makes a Change of
Control Offer to purchase the Securities pursuant to this Section 4.10,
the Company will comply with any applicable securities laws and regulations,
including any applicable requirements of Section 14(e) of, and Rule 14e-1
under, the Exchange Act.


 


29

















 


Section 4.11.                         Provision
of Financial Information.


 


(a)                                  Notwithstanding
that the Company may not be subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, the Company shall file with the SEC and
provide the Trustee and the Holders with such annual reports and such
information, documents and other reports as are specified in Sections 13 and 15(d) of
the Exchange Act and applicable to a U.S. corporation subject to such Sections,
such information, documents and reports to be so filed and provided at the
times specified for the filing of such information, documents and reports under
such Sections; provided, however,
that the Company shall not be so obligated to file such information, documents
and reports with the SEC if the SEC does not permit such filings but shall
still be obligated to provide such information, documents and reports to the
Trustee and the Holders.  Delivery of
such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
any information contained therein, including the Company’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


(b)                                 In
addition, unless it is then subject to the reporting requirements of Section 13(d) or
15 of the Exchange Act, the Company will, upon request, furnish to any
prospective purchaser of Securities or beneficial owner of Securities in
connection with any sale thereof the information required by Rule 144A(d)(4) under
the Securities Act, until such time as the Company has either exchanged the
Securities for the Exchange Securities or until such time as the Holders
thereof have disposed of such Securities pursuant to a Shelf Registration
Statement.


 


Section 4.12.                         Statement
as to Compliance.  The Company
shall deliver to the Trustee, within 90 days after the end of each fiscal year
ending after the date hereof (the fiscal year as of the date hereof is the
52/53 week period ending on the Thursday nearest March 31), a brief
certificate of its principal executive officer, principal financial officer or
principal accounting officer stating whether, to such officer’s knowledge, the
Company is in compliance with all covenants and conditions to be complied with
by it under this Indenture in accordance with TIA Section 314(a)(4).  For purposes of this Section 4.12, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


 


When a Default has occurred and is continuing or if
the Trustee, any Holder or the trustee for or the holder of any other evidence
of Indebtedness of the Company or any Subsidiary gives any notice or takes any
other action with respect to a claimed Default, the Company shall deliver to
the Trustee an Officers’ Certificate specifying such Default, notice or other
action within 10 Business Days of its occurrence.


 


Section 4.13.                         Waiver
of Certain Covenants.  The
Company may omit in any particular instance to comply with any covenant or
condition set forth in Sections 4.03 to 4.10 and Section 4.11(a), if
before the time for such compliance, the Holders of a majority in aggregate
principal amount of the Securities at the time outstanding shall, by written
direction of such Holders, waive such compliance in such instance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the


 


30

















 


duties of the
Trustee in respect of any such covenant or condition shall remain in full force
and effect.


 


Section 4.14.                         Further
Instruments and Acts.  Upon
request of the Trustee, the Company shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Indenture.


 


Section 4.15.                         Payment
for Consent.  The Company shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly,
pay or cause to be paid any consideration, whether by way of interest, fee or
otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Securities
unless such consideration is offered to be paid to all Holders that so consent,
waive or agree to amend in the time frame set forth in solicitation documents
relating to such consent, waiver or agreement.


 


ARTICLE V



Successor Company


 


Section 5.01.                         Consolidation.  The Company shall not, in a single transaction
or through a series of related transactions, consolidate with or merge with or
into any other Person (other than any Wholly Owned Subsidiary) or sell, assign,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets to any Person (other than any Wholly Owned Subsidiary) or
group of affiliated Persons unless at the time and after giving effect thereto:


 


(a)                                  either:
(i) the Company shall be the continuing corporation; or (ii) the
Person (if other than the Company) formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance, transfer,
lease or disposition the properties and assets of the Company substantially as
an entirety (the “Surviving Entity”) shall be a corporation duly
organized and validly existing under the laws of the United States of America,
any state thereof or the District of Columbia and shall, in either case,
expressly assume all the Obligations of the Company under the Securities and
the Indenture;


 


(b)                                 immediately
after giving effect to such transaction on a pro forma basis, no Default or
Event of Default shall have occurred and be continuing;


 


(c)                                  immediately
after giving effect to such transaction on a pro forma basis, except in the
case of the consolidation or merger of any Subsidiary with or into the Company,
the Company (or the Surviving Entity if the Company is not the continuing
corporation) could incur $1.00 of additional Indebtedness (other than Permitted
Indebtedness) pursuant to Section 4.05; and


 


(d)                                 each
Guarantor (unless it is the other party to the transactions above, in which
case clause (a)(ii) shall apply) shall have by supplemental indenture
confirmed that its Subsidiary Guarantee shall apply to such Person’s
obligations in respect of the


 


31

















 


Securities outstanding and the Indenture and its
obligations under any Registration Rights Agreement shall continue to be in
effect.


 


In connection with any consolidation, merger, transfer
or lease contemplated hereby, the Company shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, transfer or lease and the supplemental indenture in
respect thereto comply with the provisions described herein and that all
conditions precedent herein provided for or relating to such transaction have
been complied with.


 


Notwithstanding the foregoing, the merger of Holdings and LCE Holdings, Inc.
and the merger of the Company and Loews, as part of the Merger
Transactions, will be permitted without compliance with this Section 5.01.


 


Section 5.02.                         Successor
Substituted.  Upon any
consolidation or merger or any transfer of all or substantially all of the
assets of the Company in accordance with Section 5.01, the successor
corporation formed by such a consolidation or into which the Company is merged
or to which such transfer is made shall succeed to, shall be substituted for
and may exercise every right and power of the Company under the Securities and
this Indenture, with the same effect as if such successor corporation had been
named as the Company herein.  In the
event of any transaction (other than a lease) described and listed in Section 5.01
in which the Company is not the continuing corporation, the successor Person
formed or remaining shall succeed to, be substituted for and may exercise every
right and power of the Company, and the Company shall be discharged from all
obligations and covenants under the Securities and this Indenture.


 


ARTICLE VI



Defaults and Remedies


 


Section 6.01.                         Events
of Default.  “Event of Default,”
wherever used herein, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


 


(a)                                  default
in the payment of any interest (including any Special Interest) on any Security
when it becomes due and payable, whether or not such payment shall be
prohibited by Article Ten, and continuance of such default for a period of
30 days;


 


(b)                                 default
in the payment of the principal of or premium, if any, on any Security at its
Maturity (upon acceleration, optional redemption, required purchase or
otherwise), whether or not such payment, redemption or purchase shall be
prohibited by Article Ten;


 


(c)                                  failure
to comply with the requirements of Article Five;


 


32

















 


(d)                                 default
in the performance, or breach, of any covenant or warranty of the Company
contained in this Indenture (other than a default in the performance, or
breach, of a covenant or warranty which is specifically dealt with in clause
(a), (b) or (c) above) and continuance of such default or breach for
a period of 60 days after written notice shall have been given to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in aggregate principal amount of the Securities then outstanding;


 


(e)                                  (i) one
or more defaults in the payment of principal of or premium, if any, on
Indebtedness of the Company or any Significant Subsidiary, aggregating $5.0
million or more, when the same becomes due and payable at the stated maturity
thereof, and such default or defaults shall have continued after any applicable
grace period and shall not have been cured or waived or (ii) Indebtedness
of the Company or any Significant Subsidiary, aggregating $5.0 million or more,
shall have been accelerated or otherwise declared due and payable, or required
to be prepaid or repurchased (other than by regularly scheduled prepayment)
prior to the stated maturity thereof;


 


(f)                                    any
holder of any Indebtedness in excess of $5.0 million in the aggregate of the
Company or any Significant Subsidiary shall notify the Trustee of the intended
sale or disposition of any assets of the Company or any Significant Subsidiary
that have been pledged to or for the benefit of such Person to secure such
Indebtedness or shall commence proceedings, or take action (including by way of
set-off) to retain in satisfaction of any such Indebtedness, or to collect on,
seize, dispose of or apply, any such asset of the Company or any Significant
Subsidiary pursuant to the terms of any agreement or instrument evidencing any
such Indebtedness of the Company or any Significant Subsidiary or in accordance
with applicable law;


 


(g)                                 one
or more final judgments or orders shall be rendered against the Company or any
Significant Subsidiary for the payment of money, either individually or in an
aggregate amount, in excess of $5.0 million and shall not be discharged and
either (i) an enforcement proceeding shall have been commenced by any
creditor upon such judgment or order or (ii) there shall have been a
period of 60 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, was not in
effect;


 


(h)                                 the
Company or any Significant Subsidiary pursuant to or under or within the
meaning of any Bankruptcy Law:


 


(i)                                     commences
a voluntary case or proceeding;


 


(ii)                                  consents
to the entry of a Bankruptcy Order in an involuntary case or proceeding or the
commencement of any case against it;


 


(iii)                               consents to the
appointment of a Custodian of it or for any substantial part of its property;


 


33

















 


(iv)                              makes
a general assignment for the benefit of its creditors or files a proposal or
other scheme of arrangement involving the rescheduling or composition of its
indebtedness;


 


(v)                                 files
a petition in bankruptcy or an answer or consent seeking reorganization or
relief; or


 


(vi)                              consents
to the filing of such petition in bankruptcy or the appointment of or taking
possession by a Custodian;


 


(i)                                     a
court of competent jurisdiction in any involuntary case or proceeding enters a
Bankruptcy Order against the Company or any Significant Subsidiary, and such
Bankruptcy Order remains unstayed and in effect for sixty (60) consecutive
days;


 


(j)                                     a
Custodian shall be appointed out of court with respect to the Company or any
Significant Subsidiary, or with respect to all or any substantial part of the
property of the Company or any Significant Subsidiary; and


 


(k)                                  except
as permitted by this Indenture, any Subsidiary Guarantee shall be held in any
judicial proceeding to be unenforceable or invalid or cease for any reason to
be in full force and effect or any Guarantor, or any Person acting on behalf of
any Guarantor, shall deny or disaffirm its obligations under its Subsidiary
Guarantee.


 


“Custodian” means any receiver, interim
receiver, receiver and manager, trustee, assignee, liquidator, sequestrate or
similar official under any Bankruptcy Law or any other person with like
powers.  “Bankruptcy Order” means
any court order made in a proceeding pursuant to or within the meaning of any
Bankruptcy Law, containing an adjudication of bankruptcy or insolvency, or
providing for liquidation, winding up, dissolution or reorganization, or
appointing a Custodian of a debtor or of all or any substantial part of a
debtor’s property, or providing for the staying, arrangement, adjustment or
composition of indebtedness or other relief of a debtor.


 


Section 6.02.                         Acceleration;
Rescission and Annulment.  (a) 
If an Event of Default (other than an Event of Default specified in Section 6.01(h),
(i) or (j)) occurs and is continuing, then and in every such case the
Trustee, by notice to the Company, or the Holders of not less than 25% in
aggregate principal amount of the Securities outstanding, by notice to the
Company and the Trustee, may declare the principal of, premium, if any, and
accrued and unpaid interest, if any, on, all the Securities to be due and
payable; provided, however, that so long as any
Indebtedness permitted to be incurred pursuant to the New Credit Facility shall
be outstanding (including letters of credit and bankers’ acceptances), any such
acceleration shall not become effective until the earlier of: (i) five (5) Business
Days following delivery of written notice to the Company and the agent under
the New Credit Facility; and (ii) the acceleration of any such
Indebtedness under the New Credit Facility. 
If an Event of Default specified in Section 6.01(h), (i) or
(j) occurs and is continuing, then the principal of, premium, if any, and
accrued and unpaid interest, if any, on, all the Securities shall automatically
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.


 


34

















 


The Company will
deliver to the Trustee, within 10 days after the occurrence thereof, notice of
any default or acceleration referred to in Sections 6.01(d) and 6.01(e).


 


(b)  At any time after a declaration of
acceleration has been made, but before a judgment or decree for payment of the
money due has been obtained by the Trustee as provided hereinafter in this
Article, the Holders of a majority in aggregate principal amount of the
Securities outstanding, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:


 


(i)                                     the
Company has paid or deposited, or caused to be paid or deposited, with the
Trustee a sum sufficient to pay:


 


(A)                              all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;


 


(B)                                all
overdue interest (including Special Interest) on all Securities;


 


(C)                                the
principal of (and premium, if any, on) any Securities that has become due
otherwise than by such declaration of acceleration and interest thereon at the
rate borne by the Securities; and


 


(D)                               to
the extent that payment of such interest is lawful, interest upon overdue
interest at the rate borne by the Securities; and


 


(ii)                                  all
Events of Default, other than the non-payment of principal of the Securities
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 6.04.


 


No such rescission shall affect any subsequent default
or impair any right consequent thereon.


 


(c)  Notwithstanding (b) above, in the event
of a declaration of acceleration in respect of the Securities because an Event
of Default specified in Section 6.01(e) shall have occurred and be
continuing, such declaration of acceleration shall be automatically annulled if
the Indebtedness that is the subject of such Event of Default (i) is
Indebtedness in the  form of an operating
lease entered into by the Company or its Subsidiaries after May 21, 1998
and required to be reflected on a consolidated balance sheet pursuant to EITF 97-10
or any subsequent pronouncement having similar effect, (ii) has been
discharged or the holders thereof have rescinded their declaration of
acceleration in respect of such Indebtedness, and (iii) written notice of
such discharge or rescission, as the case may be, shall have been given to the
Trustee by the Company and countersigned by the holders of such Indebtedness or
a trustee, fiduciary or agent for such holders, within 30 days after such
declaration of acceleration in respect of the Securities, and no other Event of
Default has occurred during such 30-day period which has not been cured or
waived during such period.


 


Section 6.03.                         Other
Remedies.  If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to
collect the payment of principal of


 


35

















 


or interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.


 


The Trustee may maintain a proceeding even if it does
not possess any of the Securities or does not produce any of them in the
proceeding.  A delay or omission by the
Trustee or any Holder in exercising any right or remedy accruing upon an Event
of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default.  No
remedy is exclusive of any other remedy. 
All available remedies are cumulative.


 


Section 6.04.                         Waiver
of Past Defaults.  Subject to Section 6.02,
the Holders of a majority in aggregate principal amount of the Securities then
outstanding by notice to the Trustee may waive an existing Default and its
consequences except (a) a Default in the payment of the principal of or
interest on a Security, (b) a Default arising from a failure to make or
consummate a Change of Control Offer in accordance with the provisions of Section 4.10,
or (c) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder affected.  When a Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or impair
any consequent right.


 


Section 6.05.                         Control
by Majority.  The Holders of a
majority in aggregate principal amount of the Securities then outstanding may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee with respect to the Securities. 
However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or, subject to Section 7.01, that the Trustee
determines is unduly prejudicial to the rights of other Holders or would
involve the Trustee in personal liability; provided, however, that subject to Section 315 of the TIA, the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction.  Prior
to taking any action hereunder, the Trustee shall be entitled to reasonable
indemnification against all losses and expenses caused by taking or not taking
such action.


 


Section 6.06.                         Limitation
on Suits.  A Holder may not
pursue any remedy with respect to this Indenture or the Securities unless:


 


(a)                                  such
Holder shall have previously given to the Trustee written notice of a
continuing Event of Default;


 


(b)                                 the
Holders of at least 25% in aggregate principal amount of the Securities then
outstanding shall have made a written request, and such Holder of or Holders
shall have offered reasonable indemnity, to the Trustee to pursue such
proceeding as trustee; and


 


(c)                                  the
Trustee has failed to institute such proceeding and has not received from the
Holders of at least a majority in aggregate principal amount of the Securities
outstanding a direction inconsistent with such request, within 60 days after
such notice, request and offer.


 


The foregoing limitations on the pursuit of remedies
by a Holder shall not apply to a suit instituted by a Holder of Securities for
the enforcement of payment of the principal of or interest on such Security on
or after the applicable due date specified in such Security.  A Holder


 


36

















 


may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over another Holder.


 


Section 6.07.                         Rights
of Holders to Receive Payment. 
Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of and interest on the securities held
by such Holder, on or after the respective due dates expressed in the
Securities, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.


 


Section 6.08.                         Collection
Suit by Trustee.  If an Event of
Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount then due and owing
(together with interest on any unpaid interest to the extent lawful) and the
amounts provided for in Section 7.07.


 


Section 6.09.                         Trustee
May File Proofs of Claim. 
The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
the Holders allowed in any judicial proceedings relative to the Company, its
creditors or its property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07.


 


Section 6.10.                         Priorities.  If the Trustee collects any money or property
pursuant to this Article Six, it shall pay out the money or property in
the following order:


 


FIRST: to the Trustee for amounts due under Section 7.07;


 


SECOND: to holders of Senior Indebtedness to the extent required by Article Ten;


 


THIRD: to Holders for amounts due and unpaid on the securities for
principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and
interest respectively; and


 


FOURTH: to the Company.


 


The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section.  At least 15
days before such record date, the Company shall mail to each Holder and the
Trustee a notice that states the record date, the payment date and amount to be
paid.


 


Section 6.11.                         Undertaking
for Costs.  In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess


 


37

















 


reasonable costs,
including reasonable attorneys’ fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made
by the party litigant.  This Section does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07
or a suit by Holders of more than 10% in aggregate principal amount of the
Securities.


 


Section 6.12.                         Waiver
of Stay or Extension Laws.  The
Company (to the extent it may lawfully do so) shall not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and shall not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted.


 


ARTICLE VII



Trustee


 


Section 7.01.                         Duties
of Trustee.  (a)  If an
Event of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of
care and skill in their exercise as a prudent Person would exercise or use
under the circumstances in the conduct of such Person’s own affairs.


 


(b)                                 Except
during the continuance of an Event of Default:


 


(i)                                     the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and


 


(ii)                                  in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. 
However, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of mathematical calculations
or other facts stated therein).


 


(c)                                  The
Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:


 


(i)                                     this
subsection (c) does not limit the effect of subsection (b) of
this Section;


 


(ii)                                  the
Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and


 


38

















 


(iii)                               the
Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05.


 


(d)                                 Every
provision of this Indenture that in any way relates to the Trustee is subject
to subsections (a), (b) and (c) of this Section.


 


(e)                                  The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.


 


(f)                                    Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.


 


(g)                                 No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers.


 


(h)                                 Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section and to the provisions of the TIA, and the provisions of this Article Seven
shall apply to the Trustee in its role as Registrar, Paying Agent and Security
Custodian.


 


(i)                                     The
Trustee shall not be deemed to have notice of a Default or an Event of Default
unless (a) the Trustee has received written notice thereof from the
Company or any Holder or (b) a Trust Officer shall have actual knowledge
thereof.


 


Section 7.02.                         Rights
of Trustee.  Subject to 315(a) through
315(d) of the TIA:


 


(a)                                  The
Trustee may rely on any document believed by it to be genuine and to have been
signed or presented by the proper person. 
The Trustee need not investigate any fact or matter stated in the
document.  The Trustee may, however, in its
discretion make such further inquiry or investigation into such facts or matters
as it may see fit and, if the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Company, personally or by agent or attorney.


 


(b)                                 Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel. 
The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.


 


(c)                                  The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care.


 


(d)                                 The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within its rights or powers; provided, however, that
the Trustee’s conduct does not constitute willful misconduct or negligence.


 


39

















 


(e)                                  The
Trustee may consult with counsel of its selection, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the
Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.


 


(f)                                    The
permissive rights of the Trustee to do things enumerated in this Indenture
shall not be construed as a duty unless so specified herein.


 


Section 7.03.                         Individual
Rights of Trustee.  The Trustee in
its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliate with the
same rights it would have if it were not Trustee.  Any Paying Agent, Registrar or co-registrar
may do the same with like rights. 
However, the Trustee must comply with Sections 7.10 and 7.11.


 


Section 7.04.                         Trustee’s
Disclaimer.  The Trustee shall
not be responsible for and makes no representation as to the validity, priority
or adequacy of this Indenture or the Securities, it shall not be accountable
for the Company’s use of the proceeds from the Securities, and it shall not be
responsible for any statement of the Company in this Indenture or in any
document issued in connection with the sale of the Securities or in the
Securities other than the Trustee’s certificate of authentication.


 


Section 7.05.                         Notice
of Defaults.  If a Default or
Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall mail to each Holder notice of the Default or Event of Default
within 90 days after it is known to a Trust Officer or written notice of it is
received by the Trustee.  Except in the
case of a Default or Event of Default in payment of principal of or interest on
any Security, the Trustee may withhold the notice if and so long as a committee
of its Trust Officers in good faith determines that withholding the notice is
in the interests of Holders.


 


Section 7.06.                         Reports
by Trustee to Holders.  As
promptly as practicable after each December 31 beginning with December 31,
2006, and in any event prior to March 31 in each year thereafter, the
Trustee shall mail to each Holder a brief report dated as of March 31 each
year that complies with TIA Section 313(a), if and to the extent required
by such subsection.  The Trustee shall
also comply with TIA Section 313(b) and (c).


 


A copy of each report at the time of its mailing to
Holders shall be filed with the SEC and each stock exchange (if any) on which
the Securities are listed.  The Company
agrees to notify promptly the Trustee whenever the Securities become listed on
any stock exchange and of any delisting thereof.


 


Section 7.07.                         Compensation
and Indemnity.  The Company shall
pay to the Trustee and any predecessor Trustee from time to time such compensation
for its services as shall from time to time be agreed to in writing by the
Company and the Trustee.  The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an
express trust.  The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the
compensation for its


 


40

















 


services.  Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents,
counsel, accountants and experts.  The
Company shall indemnify the Trustee against any and all loss, liability or
expense (including reasonable attorneys’ fees) incurred by it in connection
with the acceptance and administration of this trust and the performance of its
duties hereunder.  The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder.  The Company shall defend the claim and the
Trustee may have separate counsel and the Company shall pay the fees and
expenses of such counsel.  The Company
need not reimburse any expenses or indemnify against any loss, liability or
expense incurred by the Trustee through the Trustee’s own willful misconduct,
negligence or bad faith.  The Company
need not pay for any settlement made by the Trustee without the Company’s
consent, such consent not to be unreasonably withheld.  All indemnifications and releases from
liability granted hereunder to the Trustee shall extend to its officers,
directors, employees, agents, successors and assigns.


 


To secure the Company’s payment obligations in this
Section, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee other than money or property held in
trust to pay principal of and interest on particular Securities.


 


The Company’s payment obligations pursuant to this Section shall
survive the resignation or removal of the Trustee and the discharge of this
Indenture.  When the Trustee incurs
expenses after the occurrence of a Default specified in Section 6.01(h), (i) or
(j) with respect to the Company, the expenses are intended to constitute
expenses of administration under the Bankruptcy Law.


 


The provisions of this Section shall survive the
resignation or removal of the Trustee and the termination of this Indenture.


 


Section 7.08.                         Replacement
of Trustee.  The Trustee may
resign at any time by so notifying the Company. 
The Holders of a majority in aggregate principal amount of the
Securities then outstanding may remove the Trustee by so notifying the Trustee
and may appoint a successor Trustee.  The
Company shall remove the Trustee if:


 


(a)                                  the
Trustee fails to comply with Section 7.10;


 


(b)                                 the
Trustee is adjudged bankrupt or insolvent;


 


(c)                                  a
receiver or other public officer takes charge of the Trustee or its property;
or


 


(d)                                 the
Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns, is removed by the Company or
by the Holders a majority in aggregate principal amount of the Securities then
outstanding and such Holders do not reasonably promptly appoint a successor
Trustee, or if a vacancy exists in the office of Trustee for any reason (the
Trustee in such event being referred to herein as the retiring Trustee), the
Company shall promptly appoint a successor Trustee.


 


41

















 


A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company.  Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of
its succession to Holders.  The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.07.


 


If a successor Trustee does not take office within 30
days after the retiring Trustee resigns or is removed, the retiring Trustee or
the Holders of 10% in aggregate principal amount of the Securities then
outstanding may petition any court of competent jurisdiction for the
appointment of a successor Trustee.


 


If the Trustee fails to comply with Section 7.10,
any Holder who has been a bona fide Holder of a Security for at least six
months may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.


 


Notwithstanding the replacement of the Trustee
pursuant to this Section, the Company’s obligations under Section 7.07
shall continue for the benefit of the retiring Trustee.


 


Section 7.09.                         Successor
Trustee by Merger.  If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation or banking association without any further act shall be the
successor Trustee.  In case at the time
such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the Securities
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor trustee,
and deliver such Securities so authenticated; and in case at that time any of
the Securities shall not have been authenticated; any such successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the
Securities or in this Indenture provided that the
certificate of the Trustee shall have.


 


Section 7.10.                         Eligibility;
Disqualification.  The Trustee
shall at all times satisfy the requirements of TIA Section 310(a).  The Trustee shall have (or, in the case of a
corporation included in a bank holding company system, the related bank holding
company shall have) a combined capital and surplus of at least $50,000,000 as
set forth in its (or its related bank holding company’s) most recent published
annual report of condition.  The Trustee
shall comply with TIA Section 310(b), subject to the penultimate paragraph
thereof; provided, however,
that there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA Section 310(b)(1) are
met.


 


For purposes of this Section 7.10 and clause (i) of
the first proviso contained in TIA Section 310(b); the indenture, dated August 18,
2004, as amended, among Marquee Holdings Inc. and HSBC Bank USA, National
Association providing for the issuance of the 12%


 


42

















 


Senior Discount Notes due 2014; the indentures, dated August 18,
2004, as amended, among Marquee Inc. and HSBC Bank USA, National Association
providing for the issuance of the Senior Floating Rate Notes due 2010 and the 85/8%
Senior Notes due 2012; the indenture, dated as of January 27, 1999, as
amended, among AMC Entertainment Inc. and HSBC Bank USA, National Association
as successor to The Bank of New York, providing for the issuance of the 91/2%
Senior Subordinated Notes due 2011; the indenture, dated as of January 16,
2002, as amended, among AMC Entertainment Inc. and HSBC Bank USA, National
Association as successor to The Bank of New York, providing for the issuance of
the 97/8% Senior Subordinated Notes due 2012; and the
indenture, dated as of February 24, 2004, as amended, among AMC
Entertainment Inc. and HSBC Bank USA, National Association providing for the
issuance of the 8% Senior Subordinated Notes due 2014 are hereby deemed to be
specifically described.


 


Section 7.11.                         Preferential
Collection of Claims Against Company. 
The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b):  A Trustee who has resigned or been removed
shall be subject to TIA Section 311(a) to the extent indicated.


 


ARTICLE VIII



Discharge of Indenture; Defeasance


 


Section 8.01.                         Discharge
of Liability on Securities; Defeasance. 
(a) When (i) either (A) all outstanding Securities that
have been authenticated (other than Securities replaced pursuant to Section 2.07
and Securities for whose payment money has been deposited in trust and
thereafter repaid to the Company) have been delivered by the Company to the
Trustee for cancellation or (B) all outstanding Securities that have not
been delivered by the Company to the Trustee for cancellation have become due
and payable, whether at Maturity or upon redemption or will become due and
payable within one year or are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption pursuant to Article Three and the Company irrevocably deposits
or causes to be deposited with the Trustee funds in trust solely for the
benefit of the Holders cash in U.S. dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will be sufficient
without consideration of any reinvestment of interest, to pay and discharge the
entire Indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation for principal, premium, if any, and accrued interest
(including Special Interest, if any) to the date of Maturity or redemption; (ii) no
Default or Event of Default shall have occurred and be continuing on the date
of such deposit or shall occur as a result of such deposit and such deposit
will not result in a breach or violation of, or constitute a default under, any
other instrument to which the Company or any Guarantor is a party or by which
the Company or any Guarantor is bound; (iii) the Company or any Guarantor
has paid or caused to be paid all sums payable by it under this Indenture and
the Securities; and (iv) the Company has delivered irrevocable
instructions to the Trustee under this Indenture to apply the deposited money
toward the payment of such Securities at Maturity or the redemption date, as
the case may be, then upon demand of the Company (accompanied by an Officers’
Certificate and an Opinion of Counsel to the Trustee stating that all
conditions precedent specified herein relating to the satisfaction and
discharge of this Indenture have been complied with) this Indenture shall cease
to be of further effect with


 


43

















 


respect to the
Securities and the Trustee shall acknowledge satisfaction and discharge of this
Indenture, at the cost and expense of the Company.


 


(b)                                 Subject
to Sections 8.01(c) and 8.02, the Company may, at its option, and  at any time elect to terminate (i) all
of its and the Guarantors’ obligations under the Securities, the Subsidiary
Guarantees and this Indenture (“legal defeasance option”) or (ii) its
and the Guarantors’ obligations under Section 5.01(c) and Sections
4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11, and the operation of Section 6.01(c) (with
respect to a Event of Default due to a failure to meet obligations under Section 5.01(c))
and Sections 6.01(d), (e), (f) and (g) (“covenant defeasance
option”).  The Company may exercise
its legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option.


 


If the Company exercises its legal defeasance option,
payment of the Securities may not be accelerated because of an Event of
Default.  If the Company exercises its
covenant defeasance option, payment of the Securities may not be accelerated
because of an Event of Default specified in Sections 6.01(d) (with respect
to Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11(a) and 5.01(c)), (e),
(f) or (g).


 


Upon satisfaction of the conditions set forth herein
and upon request of the Company, the Trustee shall acknowledge in writing the
discharge of those obligations that the Company terminates.


 


(c)                                  Notwithstanding
subsections (a) and (b) above, the Company’s obligations in Sections
2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 4.03, 4.12, 7.07, 7.08,
8.03, 8.04, 8.05 and 8.06 shall survive until the Securities have been paid in
full.  Thereafter, the Company’s
obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive.


 


Section 8.02.                         Conditions
to Defeasance.  The Company may
exercise its legal defeasance option or its covenant defeasance option only if:


 


(a)                                  The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 7.10
who shall agree to comply with the provisions of this Article Eight
applicable to it) as trust funds in trust for the benefit of the Holders of the
Securities, cash in U.S. Dollars, non-callable Government Securities or a
combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
and which shall be applied by the Trustee (or other qualifying trustee) to pay
the principal of (and premium, if any) and interest (including any Special
Interest) on the outstanding Securities on the Stated Maturity (or redemption
date, if applicable) of such principal (and premium, if any) or installment of
interest; provided that the Trustee shall have
been irrevocably instructed to apply such money or the proceeds of such
Government Securities to said payments with respect to the Securities.  Before such a deposit, the Company may give
the Trustee, in accordance with Section 3.01 hereof, a notice of its
election to redeem all of the outstanding Securities at a future date in
accordance with Article Three, which notice shall be irrevocable;


 


44

















 


(b)                                 No
Default or Event of Default shall have occurred and be continuing on the date
of such deposit or, insofar as Section 6.01(h), (i) or (j) is
concerned, at any time during the period ending on the 91st day after the date
of such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period);


 


(c)                                  the
deposit does not constitute a default hereunder or under any other material
agreement binding on the Company and is not prohibited by Article Ten;


 


(d)                                 the
Company delivers to the Trustee an Opinion of Counsel to the effect that the trust
resulting from the deposit does not constitute, or is qualified as, a regulated
investment company under the Investment Company Act of 1940;


 


(e)                                  in
the case of the legal defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of this Indenture there has been a change
in the applicable U.S. Federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders
will not recognize income, gain or loss for U.S. Federal income tax purposes as
a result of such defeasance and will be subject to U.S. Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such defeasance had not occurred;


 


(f)                                    in
the case of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders will not
recognize income, gain or loss for U.S. Federal income tax purposes as a result
of such covenant defeasance and will be subject to U.S. Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such covenant defeasance had not occurred; and


 


(g)                                 the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and
discharge of the Securities as contemplated by this Article Eight have
been complied with.


 


Section 8.03.                         Application
of Trust Money.


 


The Trustee shall hold in trust money or Government
Securities deposited with it pursuant to this Article Eight.  It shall apply the deposited money and the
money from Government Securities through the Paying Agent and in accordance
with this Indenture to the payment of principal of and interest on the
Securities.  Money and Securities so held
in trust are not subject to Article Ten.


 


Section 8.04.                         Repayment
to Company.  The Trustee and the
Paying Agent shall promptly turn over to the Company upon request any excess
money or securities held by them at any time.


 


45

















 


Subject to any applicable abandoned property law, the
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal, premium, if any, or interest that
remains unclaimed for two years, and, thereafter, Holders entitled to the money
must look to the Company for payment as general creditors.


 


Section 8.05.                         Indemnity
for Government Obligations.  The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited Government Securities or the
principal and interest received on such Government Securities.


 


Section 8.06.                         Reinstatement.  If the Trustee or Paying Agent is unable to
apply any money or Government Securities in accordance with this Article Eight
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Eight until such time as the Trustee or Paying
Agent is permitted to apply all such money or Government Securities in
accordance with this Article Eight; provided, however, that, if the Company has made any payment of
interest on or principal of any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.


 


ARTICLE IX



Amendments


 


Section 9.01.                         Without
Consent of Holders.  The Company
and the Trustee may amend this Indenture or the Securities without notice to or
consent of any Holder:


 


(a)                                  to
cure any ambiguity, omission, defect or inconsistency;


 


(b)                                 to
comply with Article Five;


 


(c)                                  to
provide for uncertificated Securities in addition to or in place of
certificated Securities; provided, however, that the uncertificated Securities are issued in
registered form for purposes of Section 163(f) of Title 26 of the
United States Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of Title 26 of the United States
Code;


 


(d)                                 to
make any change to Article Ten that would limit or terminate the benefits
available to any holder of Senior Indebtedness (or Representatives therefor)
under Article Ten;


 


(e)                                  to
add Guarantees with respect to the Securities or to secure the Securities;


 


(f)                                    to
add to the covenants of the Company for the benefit of the Holders or to
surrender any right or power herein conferred upon the Company;


 


46

















 


(g)                                 to
comply with any requirements of the SEC in connection with qualifying, or
maintaining the qualification of, this Indenture under the TIA; or


 


(h)                                 to
make any change that does not adversely affect the rights of any Holder.


 


An amendment under this Section may not make any
change that adversely affects the rights under Article Ten of any Holder
of Senior Indebtedness then outstanding unless the holders of such Senior
Indebtedness (or their Representative) consent to such change.


 


After an amendment under this Section becomes
effective, the Company shall mail to Holders a notice briefly describing such
amendment.  The failure to give such
notice to all Holders, or any defect therein, shall not impair or affect the
validity of an amendment under this Section.


 


Section 9.02.                         With
Consent of Holders.  The Company
and the Trustee may modify or amend this Indenture or the Securities without
notice to any Holder but with the written consent of the Holders of not less
than a majority in aggregate principal amount of the Securities then
outstanding (including consents obtained in connection with a tender offer or
exchange offer for the Securities). 
However, without the consent of each Holder affected thereby, a
modification or amendment may not:


 


(a)                                  change
the Stated Maturity of the principal of, or any installment of interest
(including Special Interest) on, any Security, or reduce the principal amount
thereof or the rate of interest (including Special Interest, if any) thereon or
any premium payable upon the redemption thereof, or change the coin or currency
in which the principal of any Security or any premium or the interest
(including Special Interest) thereon is payable, or impair the right to
institute suit for the enforcement of any such payment after the Stated
Maturity thereof (or, in the case of redemption, on or after the redemption
date);


 


(b)                                 reduce
the amount of, or change the coin or currency of, or impair the right to
institute suit for the enforcement of, the Change of Control Purchase Price;


 


(c)                                  reduce
the percentage in principal amount of the outstanding Securities, the consent
of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture;


 


(d)                                 modify
any of the provisions of this Section or Sections 6.04, 6.07 and 4.13,
except to increase the percentage of outstanding Securities the consent of
whose Holders is required for such actions or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Security affected thereby; or


 


(e)                                  modify
any of the provisions of this Indenture relating to the subordination of the
Securities in a manner adverse to any Holder.


 


47

















 


It shall not be necessary for the consent of the
Holders under this Section to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent approves the substance
thereof.


 


An amendment under this Section may not make any
change that adversely affects the rights under Article Ten of any Holder
of Senior Indebtedness then outstanding unless the holders of such Senior
Indebtedness (or their Representative) consent to such change.


 


After an amendment under this Section becomes
effective, the Company shall mail to Holders a notice briefly describing such
amendment.  The failure to give such
notice to all Holders, or any defect therein, shall not impair or affect the
validity of an amendment under this Section.


 


Section 9.03.                         Compliance
with Trust Indenture Act.  Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect.


 


Section 9.04.                         Revocation
and Effect of Consents and Waivers. 
A consent to an amendment or a waiver by a Holder of a Security shall
bind the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same debt as the consenting Holder’s Security, even
if notation of the consent or waiver is not made on the Security.  However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder’s Security or portion of the
Security if the Trustee receives the notice of revocation before the date the
amendment or waiver becomes effective. 
After an amendment or waiver becomes effective, it shall bind every
Holder.  An amendment or waiver becomes
effective upon the execution of such amendment or waiver by the Trustee.


 


The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture.  Such
record date shall be a date not more than 30 days prior to the first
solicitation of Holders generally in connection therewith and no later than the
date such solicitation is completed.  If
a record date is fixed, then notwithstanding the immediately preceding
paragraph or Section 316(c) of the TIA, those Persons who were
Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. 
No such consent shall be valid or effective for more than 180 days after
such record date.


 


For all purposes of this Indenture, all Initial
Securities, Additional Securities of the same series, Exchange Securities for
the same series of Securities and Private Exchange Securities for the same
series of Securities shall vote together as one series of Securities under this
Indenture.


 


Section 9.05.                         Notation
on or Exchange of Securities.  If
an amendment changes the terms of a Security, the Trustee may require the
Holder of the Security to deliver such Security to the Trustee.  The Trustee may place an appropriate notation
on the Security regarding the changed terms and return such Security to the
Holder.  Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the Security shall issue
and


 


48

















 


the Trustee shall
authenticate a new Security that reflects the changed terms.  Failure to make the appropriate notation or
to issue a new Security shall not affect the validity of such amendment.


 


Section 9.06.                         Trustee
To Sign Amendments.  The Trustee
shall sign any amendment authorized pursuant to this Article Nine if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee.  If it does,
the Trustee may but need not sign it.  In
signing such amendment the Trustee shall be entitled to receive indemnity
reasonably satisfactory to it and to receive, in addition to the documents
required by Section 13.04 and (subject to Section 7.01) shall be
fully protected in relying upon, an Officers’ Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.


 


ARTICLE X


 


Subordination


 


Section 10.01.                  Agreement To
Subordinate.  The Company
covenants and agrees, and each Holder of a Security, by his acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article, the Obligations in respect of the
Securities (the “Subordinated Obligations”) are hereby expressly made
subordinate and postponed to and subject in right of payment as provided in
this Article to the prior payment in full in cash or Cash Equivalents of
all Senior Indebtedness.  The Securities
shall in all respects rank pari passu with the Existing Senior Subordinated
Notes and any future senior subordinated Indebtedness and senior to all
existing and future junior subordinated Indebtedness of the Company, and only
Senior Indebtedness shall rank senior to the Securities in accordance with the
provisions set forth herein.  All
provisions of this Article Ten shall be subject to Section 10.11.


 


This Article Ten shall constitute a continuing
offer to all Persons who, in reliance upon such Article, become holders of, or
continue to hold, Senior Indebtedness, and such provisions are made for the
benefit of the holders of Senior Indebtedness, and such holders are made
obligee hereunder and they or each of them may enforce such provisions.


 


Section 10.02.                  Liquidation,
Dissolution, Bankruptcy.  In the
event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding
in connection therewith, relative to the Company or to its assets, whether
voluntary or involuntary from any source, (b) any liquidation, dissolution
or other winding-up of the Company, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy, or (c) any assignment
for the benefit of creditors or any other marshaling of assets or liabilities
of the Company, then and in any such event:


 


(i)                                     the
holders of Senior Indebtedness shall receive payment in full in cash or Cash
Equivalents of all amounts due on or in respect of all Senior Indebtedness, or
provision shall be made for such payment in full in cash or Cash Equivalents to
the satisfaction of the holders of Senior Indebtedness, before the Holders of
the Securities are entitled to receive any payment or distribution of any kind
or character from any source (other than Permitted Junior Securities) on
account of


 


49

















 


the Subordinated Obligations or on account of
the purchase or redemption or other acquisition of Securities; and


 


(ii)                                  any
payment or distribution of assets of the Company of any kind or character from
any source, whether in cash, property or securities (other than a payment or
distribution in the form of Permitted Junior Securities), including by way of
set-off or enforcement of any guarantee or otherwise, which the Trustee or the
Holders would be entitled to receive but for the provisions of this Article shall
be paid by the liquidating trustee or agent or other person making such payment
or distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Senior Indebtedness or their
authorized representative or representatives or to the trustee or trustees
under any indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the Senior Indebtedness held or represented by
each, to the extent necessary to make payment in full in cash or Cash
Equivalents of all Senior Indebtedness of the Company remaining unpaid, after
giving effect to any concurrent payment or distribution, or provision therefor
to the satisfaction of the holders of the Senior Indebtedness, to or for the
holders of such Senior Indebtedness; and


 


(iii)                               any
taxes that have been withheld or deducted from any payment or distribution in
respect of the Securities, or any taxes that ought to have been withheld or
deducted from any such payment or distribution that have been remitted to the
relevant taxing authority, shall not be considered to be an amount that a
Holder or the Trustee is entitled to receive for the purposes of Section 10.02(ii).


 


The consolidation of the Company with, or the merger
of the Company into, another Person or the liquidation or dissolution of the
Company following the conveyance, transfer, lease or other disposal of its
properties and assets substantially as an entirety to another Person upon the
terms and conditions set forth in Article Five shall not be deemed a
dissolution, winding-up, liquidation, reorganization, assignment for the
benefit of creditors or marshaling of assets and liabilities of the Company for
the purposes of this Section if the Person formed by such consolidation or
into which the Company is merged or the Person which acquires such assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance, transfer, lease or disposal, comply with the
conditions set forth in Article Five.


 


Section 10.03.                  Default on
Senior Indebtedness.  (a) 
Unless Section 10.02 shall be applicable, upon (i) the occurrence of
a Payment Default and (ii) receipt by the Trustee from the Company or a
holder of Senior Indebtedness of written notice of such occurrence, no payment
(other than any payments made pursuant to the provisions contained in Section 8.03
from monies or Government Securities previously deposited with the Trustee) or
distribution of any assets of the Company of any kind or character from any
source, whether in cash, property or securities (other than Permitted Junior
Securities), shall be made by the Company including by way of set-off or
enforcement of any guarantee or otherwise, on account of the Subordinated
Obligations or on account of the purchase or redemption, deposit for defeasance
or other


 


50

















 


acquisition of
Securities unless and until such Payment Default shall have been cured or
waived in writing or shall have ceased to exist or such Senior Indebtedness
shall have been discharged or paid in full in cash or Cash Equivalents, after
which the Company shall resume making any and all required payments in respect
of the Securities, including any missed payments.


 


(b)                                 Unless
Section 10.02 shall be applicable, upon (i) the occurrence of a
Non-Payment Default and (ii) receipt by the Trustee from an authorized
representative of the holders of Designated Senior Indebtedness of written
notice of such occurrence, then no payment (other than any payments made
pursuant to the provisions contained in Section 8.03 from monies or
Government Securities previously deposited with the Trustee) or distribution of
any assets of the Company of any kind or character from any source, whether in
cash, property or securities (other than Permitted Junior Securities), shall be
made by the Company including by way of set-off or enforcement of any guarantee
or otherwise, on account of the Subordinated Obligations or on account of the
purchase or redemption, deposit for defeasance or other acquisition of
Securities for a period (the “Payment Blockage Period”) commencing on
the date of receipt by the Trustee of such notice from an authorized
representative of the holders of Designated Senior Indebtedness or the Company
at the direction of such representative unless and until (subject to any
blockage of payments that may then be in effect under subsection (a) of
this Section) (w) more than 179 days shall have elapsed since receipt of such
written notice by the Trustee, (x) such Non-Payment Default shall have been
cured or waived in writing or shall have ceased to exist, (y) such Designated
Senior Indebtedness has been discharged or paid in full in cash or Cash
Equivalents or (z) such Payment Blockage Period shall have been terminated by
written notice to the Trustee from an authorized representative of the holders
of Designated Senior Indebtedness initiating such Payment Blockage Period or
from the holders of at least a majority in principal amount of such Designated
Senior Indebtedness), after which, in the case of clause (w), (x), (y) or (z),
the Company shall resume making any and all required payments in respect of the
Securities, including any missed payments. 
Notwithstanding any other provision of this Indenture, in no event shall
a Payment Blockage Period extend beyond 179 days from the date of the receipt
by the Trustee of the notice referred to in clause (ii) above (the “Initial
Blockage Period”).  No more than one
Payment Blockage Period may be commenced during any period of 365 consecutive
days.  Notwithstanding any other provision
of this Indenture, no event of default with respect to Designated Senior
Indebtedness which existed or was continuing 
on the date of the commencement of any Payment Blockage Period initiated
by an authorized representative of the holders of Designated Senior
Indebtedness for such Designated Senior Indebtedness shall be, or be made, the
basis for the commencement of a second Payment Blockage Period for such
Designated Senior Indebtedness, whether or not within the Initial Blockage
Period, unless such event of default shall have been cured or waived for a
period of not less than 90 consecutive days.


 


(c)                                  In
the event that, notwithstanding the foregoing provisions of this Section, the
Company shall make any payment to the Trustee (which is not paid over to
Holders of Securities) prohibited by the foregoing provisions of this Section,
then and in such event such payment shall be paid over to the authorized
representatives of such Designated Senior Indebtedness initiating the Payment
Blockage Period, to be held in trust for distribution to the holders of Senior
Indebtedness or, to the extent amounts are


 


51

















 


not then due in respect of Senior Indebtedness, prompt
return to the Company, or otherwise as a court of competent jurisdiction shall
direct.


 


Section 10.04.                  Payment
Permitted.  Nothing contained in
this Article or elsewhere in this Indenture or in any of the Securities
shall prevent the Company, at any time except during the pendency of any event
referred to in clause (a), (b) or (c) of Section 10.02 or under
the conditions described in Section 10.03, from making payments at any
time of principal of (and premium, if any) or interest on the Securities.


 


Section 10.05.                  Subrogation.  After all Senior Indebtedness is paid in full
and until the Securities are paid in full, Holders shall be subrogated (equally
and ratably with the holders of all indebtedness of the Company which by its
express terms is subordinated and postponed to Senior Indebtedness to the same extent
as the Securities are subordinated and postponed and which is entitled to like
rights of subrogation) to the rights of holders of Senior Indebtedness to
receive distributions applicable to Senior Indebtedness.  A distribution made under this Article Ten
to holders of Senior Indebtedness that otherwise would have been made to
Holders is not, as between the Company and Holders, a payment by the Company on
such Senior Indebtedness.


 


Section 10.06.                  Relative
Rights.  This Article Ten
defines the relative rights of Holders and holders of Senior Indebtedness.  Nothing in this Indenture shall:


 


(a)                                  impair,
as between the Company and Holders, the obligation of the Company, which is
absolute and unconditional, to pay principal of and interest on the Securities
in accordance with their terms; or


 


(b)                                 affect
the relative rights against the Company of Holders and creditors of the Company
other than the holders of Senior Indebtedness; or


 


(c)                                  except
as set forth in Section 6.02, prevent the Trustee or any Holder from exercising
its available remedies upon a Default or an Event of Default, subject to the
rights of holders of Senior Indebtedness to receive distributions otherwise
payable to Holders.


 


Section 10.07.                  Subordination
May Not Be Impaired by Company.


 


(a)  No right of any holder of Senior
Indebtedness to enforce the subordination of the Indebtedness evidenced by the
Securities shall be impaired by any act or failure to act by the Company or by
its failure to comply with this Indenture.


 


(b)                                 Without
in any way limiting the generality of subsection (a) of this Section,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following:


 


52

















 


(i)                                     change
the manner, place or terms of payment or extend the time of payment of, or
renew or alter, the terms of Senior Indebtedness or the terms of any instrument
evidencing the same or any agreement under which Senior Indebtedness is
outstanding (including any increase in the aggregate principal amount of any
indebtedness thereunder, it being understood that any such additional
indebtedness shall not constitute Senior Indebtedness to the extent Incurred in
violation of Section 4.05 of this Indenture);


 


(ii)                                  sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness;


 


(iii)                               release
any Person liable in any manner for the collection of Senior Indebtedness; and


 


(iv)                              exercise
or refrain from exercising any rights against the Company and/or any other
Person.


 


(c)                                  If
the Trustee on behalf of the Holders or any Holders should fail to file a proof
of claim in any bankruptcy, insolvency, receivership or similar proceeding
relating to the Company at least 30 days before the expiration of the time to
file such claim or claims, each holder of Senior Indebtedness (or its
representative) is hereby authorized to file an appropriate claim for and on
behalf of all or any of the Holders.


 


Section 10.08.                  Rights of
Trustee and Paying Agent. 
Notwithstanding Section 10.03, the Trustee or Paying Agent may
continue to make payments on the Securities and shall not be charged with
knowledge of the existence of facts that would prohibit the making of any such
payments unless, not less than one Business Day prior to the date of such
payment, a Trust Officer receives notice satisfactory to it that payments may
not be made under this Article Ten. 
The Company, the Registrar or co-registrar, the Paying Agent, a
Representative or a holder of Senior Indebtedness may give the notice; provided, however, that,
if an issue of Senior Indebtedness has a Representative, only the
Representative may give the notice.


 


Subject to the provisions of the TIA, the Trustee in
its individual or any other capacity may hold Senior Indebtedness with the same
rights it would have if it were not Trustee. 
The Registrar and co-registrar and the Paying Agent may do the same with
like rights.  The Trustee shall be entitled
to all the rights set forth in this Article Ten with respect to any Senior
Indebtedness that may at any time be held by it, to the same extent as any
other holder of such Senior Indebtedness; and nothing in Article Seven
shall deprive the Trustee of any of its rights as such holder.  Nothing in this Article Ten shall apply
to claims of, or payments to, the Trustee under or pursuant to Section 7.07.


 


Section 10.09.                  Distribution
or Notice to Representative.


 


Whenever a distribution is to be made or a notice
given to holders of Senior Indebtedness, the distribution may be made and the
notice given to their Representative (if any).


 


Section 10.10.                  Article Ten
Not To Prevent Events of Default or Limit Right To Accelerate.  The failure to make a payment pursuant to the
Securities by reason of any


 


53

















 


provision in this Article Ten
shall not be construed as preventing the occurrence of a Default.  Nothing in this Article Ten shall have
any effect on the right of the Holders or the Trustee to accelerate the
maturity of the Securities; provided, however, that, so long as any
Indebtedness permitted by this Indenture to be incurred pursuant to the New
Credit Facility shall be outstanding (including letters of credit and bankers’
acceptances), upon the occurrence and during the continuance of an Event of
Default under this Indenture, neither the Trustee nor any Holder shall be
entitled to accelerate all or any of the Subordinated Obligations until the
earlier to occur of the fifth Business Day following receipt by the Company and
by an authorized representative of the holders of Designated Senior
Indebtedness of a written declaration of acceleration as provided in Section 6.02
and the date of acceleration of any such Indebtedness under the New Credit
Facility.


 


Section 10.11.                  Trust Moneys
Not Subordinated. 
Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of Government Securities held in trust under Article Eight
by the Trustee and which were deposited in accordance with the terms of Article Eight
and not in violation of Section 10.03 for the payment of principal of and
interest on the Securities shall not be subordinated to the prior payment of
any Senior Indebtedness or subject to the restrictions set forth in this Article Ten,
and none of the Holders shall be obligated to pay over any such amount to the
Company or any holder of Senior Indebtedness or any other creditor of the
Company.


 


Section 10.12.                  Trustee
Entitled To Rely.  Upon any
payment or distribution pursuant to this Article Ten, the Trustee and the
Holders shall be entitled to rely (a) upon any order or decree of a court
of competent jurisdiction in which any proceedings of the nature referred to in
Section 10.02 are pending, (b) upon a certificate of the liquidating
trustee or agent or other Person making such payment or distribution to the
Trustee or to the Holders or (c) upon the Representatives for the holders
of Senior Indebtedness for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other Indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Ten.  In
the event that the Trustee determines, in good faith, that evidence is required
with respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article Ten,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held
by such Person, the extent to which such Person is entitled to participate in
such payment or distribution and other facts pertinent to the rights of such
Person under this Article Ten, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.  The provisions of Sections 7.01 and 7.02
shall be applicable to all actions or omissions of actions by the Trustee
pursuant to this Article Ten.


 


Section 10.13.                  Trustee To
Effectuate Subordination.  Each
Holder by accepting a Security authorizes and directs the Trustee on his behalf
to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders and the holders of Senior
Indebtedness as provided in this Article Ten and appoints the Trustee as
attorney-in-fact for any and all such purposes.


 


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Section 10.14.                  Trustee Not
Fiduciary for Holders of Senior Indebtedness.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness and shall not be liable to
any such holders if it shall mistakenly pay over or distribute to Holders or
the Company or any other Person, money or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article Ten or otherwise.


 


Section 10.15.                  Reliance by
Holders of Senior Indebtedness Upon Subordination Provisions.  Each Holder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and
are intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness, whether such Senior Indebtedness was created or acquired
before or after the issuance of the Securities, to acquire and continue to
hold, or to continue to hold, such Senior Indebtedness and such holder of such
Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.


 


ARTICLE XI



Guarantee


 


Section 11.01.                  Subsidiary
Guarantee.  Subject to the
provisions of this Article Eleven, each Guarantor hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely
as surety, jointly and severally with each other Guarantor, to each Holder of
the Securities and the Trustee, the full and punctual payment when due, whether
at maturity, by acceleration, by redemption or otherwise, of the principal of,
premium, if any, and interest, including Special Interest, if any, on the
Securities and all other obligations and liabilities of the Company under this
Indenture (including without limitation interest accruing after the filing of
any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Company or any Guarantor
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding and the obligations under Section 7.07) (all the foregoing
being hereinafter collectively called the “Guarantor Obligations”).  Each Guarantor agrees that the Guarantor
Obligations will rank equally in right of payment with other indebtedness of
such Guarantor, except to the extent such other Indebtedness is subordinate to
the Guarantor Obligations.  Each
Guarantor further agrees (to the extent permitted by law) that the Guarantor
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from it, and that it will remain bound under this Article Eleven
notwithstanding any extension or renewal of any Guarantor Obligation.


 


Each Guarantor waives presentation to, demand of
payment from and protest to the Company of any of the Guarantor Obligations and
also waives notice of protest for non-payment. 
Each Guarantor waives notice of any default under the Securities or the
Guarantor Obligations.


 


Each Guarantor further agrees that its Subsidiary
Guarantee herein constitutes a Guarantee of payment when due (and not a
Guarantee of collection) and waives any right to require that any resort be had
by any Holder to any security held for payment of the Guarantor Obligations.


 


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Except as set forth in Section 11.02, the
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason (other than payment of the
Guarantor Obligations in full), including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of
setoff, counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise.  Without limiting the generality of the
foregoing, the obligations of each Guarantor herein shall not be discharged or
impaired or otherwise affected by (a) the failure of any Holder to assert
any claim or demand or to enforce any right or remedy against the Company or
any other person under, this Indenture, the Securities or any other agreement
or otherwise; (b) any extension or renewal granted; (c) any
rescission, waiver, amendment or modification of any of the terms or provisions
of this Indenture, the Securities or any other agreement; (d) the release
of any security held by any Holder or the Trustee for the Guarantor Obligations
or any of them; (e) the failure of any Holder to exercise any right or
remedy against any other Guarantor; (f) any change in the ownership of the
Company; (g) any default, failure or delay, willful or otherwise, in the
performance of the Guarantor Obligations; or (h) any other act or thing or
omission or delay to do any other act or thing which may or might in any manner
or to any extent vary the risk of any Guarantor or would otherwise operate as a
discharge of such Guarantor as a matter of law or equity.


 


Subject to the provisions of Section 4.09, each
Guarantor agrees that its Subsidiary Guarantee herein shall remain in full
force and effect until payment in full of all the Guarantor Obligations or such
Guarantor is released from its Subsidiary in compliance with Section 11.03
hereof.  Each Guarantor further agrees
that its Subsidiary Guarantee herein shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest on any of the Guarantor Obligations is rescinded or
must otherwise be restored by any Holder upon the bankruptcy or reorganization
of the Company or otherwise.


 


In furtherance of the foregoing and not in limitation
of any other right which any Holder has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Company to pay any of the
Guarantor Obligations when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise, each Guarantor hereby
promises to and will, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of
(i) the unpaid amount of such Guarantor Obligations then due and owing and
(ii) accrued and unpaid interest on such Guarantor Obligations then due
and owing (but only to the extent not prohibited by law).


 


Each Guarantor further agrees that, as between such
Guarantor, on the one hand, and the Holders, on the other hand, (x) the
maturity of the Guarantor Obligations guaranteed hereby may be accelerated as
provided in this Indenture for the purposes of its Subsidiary Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guarantor Obligations guaranteed hereby and (y)
in the event of any such declaration of acceleration of such Guarantor
Obligations, such Guarantor Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantor for the purposes of this
Subsidiary Guarantee.


 


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Each Guarantor also agrees to pay any and all costs
and expenses (including reasonable attorneys’ fees and expenses) incurred by
the Trustee or the Holders in enforcing any rights under this Section.


 


Section 11.02.                  Execution and
Delivery of Subsidiary Guarantee for Future Guarantors.


 


To further evidence its Subsidiary Guarantee, each
Subsidiary and other Person that is required to become a Guarantor hereby
agrees to execute a supplement to this Indenture, substantially in the form of Exhibit D
hereto, or a Subsidiary Guarantee, substantially in the form of Exhibit E
hereto, and deliver it to the Trustee. 
Such Subsidiary Guarantee or supplement to this Indenture shall be
executed on behalf of each Guarantor by either manual or facsimile signature of
one Officer or other person duly authorized by all necessary corporate action
of each Guarantor who shall have been duly authorized to so execute by all
requisite corporate action.  The validity
and enforceability of any Subsidiary Guarantee shall not be affected by the
fact that it is not affixed to any particular Security.


 


Each of the Guarantors hereby agrees that its
Subsidiary Guarantee shall remain in full force and effect notwithstanding any
failure to endorse on each Security a notation of such Subsidiary Guarantee.


 


If an Officer of a Guarantor whose signature is on
this Indenture or a Subsidiary Guarantee no longer holds that office at the
time the Trustee authenticates the Security on which such Subsidiary Guarantee
is endorsed or at any time thereafter, such Guarantor’s Subsidiary Guarantee of
such Security shall nevertheless be valid,


 


The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of any
Subsidiary Guarantee set forth in this Indenture on behalf of each Guarantor.


 


Section 11.03.                  Limitation on
Liability; Termination, Release and Discharge.  (a)  Any term or provision of this
Indenture to the contrary notwithstanding, the obligations of each Guarantor
hereunder will be limited to the maximum amount as will, after giving effect to
all other contingent and fixed liabilities of such Guarantor (including,
without limitation, any Guarantees under the New Credit Facility) and after
giving effect to any collections from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under its
Subsidiary Guarantee or pursuant to its contribution obligations under this
Indenture, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal or state law and not otherwise being void or voidable under any similar
laws affecting the rights of creditors generally.


 


(b)                                 In
addition, the Company shall not permit any Guarantor to consolidate with or
merge with or into any person (other than another Guarantor) and shall not
permit the conveyance, transfer or lease of substantially all of the assets of
any Guarantor unless:


 


(i)                                     the
resulting, surviving or transferee Person shall be a corporation, partnership,
trust or limited liability company organized and existing under the


 


57

















 


laws of the United States of America, any State of the
United States or the District of Columbia and such Person (if not such
Guarantor) shall expressly assume, by supplemental indenture, executed and
delivered to the Trustee, all the obligations of such Guarantor under its
Subsidiary Guarantee;


 


(ii)                                  immediately
after giving effect to such transaction (and treating any Indebtedness that
becomes an obligation of the resulting, surviving or transferee Person or any
Subsidiary as a result of such transaction as having been Incurred by such
Person or such Subsidiary at the time of such transaction), no Default or Event
of Default shall have occurred and be continuing;


 


(iii)                               the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer
and such supplemental indenture (if any) comply with this Indenture; or


 


(iv)                              the
transaction is made in compliance with Section 5.01 (other than clause (c) of
Section 5.01).


 


Upon the sale or disposition of a Guarantor (by
merger, consolidation, the sale of its Capital Stock or the sale of all or
substantially all of its assets (other than by lease)) and whether or not the
Guarantor is the surviving corporation in such transaction to a Person which is
not the Company or a Subsidiary, such Guarantor will be automatically released
from all its obligations under this Indenture and its Subsidiary Guarantee and
the Registration Rights Agreement and such Subsidiary Guarantee will terminate;
provided, however,
that (1) the sale or other disposition is in compliance with this
Indenture, including Section 5.01 (other than clause (c) thereof); and
(2) all the obligations of such Guarantor under the New Credit Facility
and related documentation and any other obligations of such Guarantor relating
to any other Indebtedness of the Company or its Subsidiaries terminate upon
consummation of such transaction.


 


(c)                                  Each
Guarantor shall be deemed released from all its obligations under this
Indenture and the Registration Rights Agreement and such Subsidiary Guarantee
shall terminate upon the legal defeasance of the Securities pursuant to the
provisions of Article Eight hereof.


 


(d)                                 Each
Guarantor shall be released from its obligations under this Indenture, its
Subsidiary Guarantee and the Registration Rights Agreement if the Company
designates such Guarantor as an Unrestricted Subsidiary and such designation
complies with the other applicable provisions of this Indenture.


 


Section 11.04.                  Right of
Contribution.  Each Guarantor
hereby agrees that to the extent that any Guarantor shall have paid more than
its proportionate share of any payment made on the obligations under the
Subsidiary Guarantees, such Guarantor shall be entitled to seek and receive
contribution from and against the Company, or any other Guarantor who has not
paid its proportionate share of such payment. 
The provisions of this Section 11.04 shall in no respect limit the
obligations and liabilities of each Guarantor to the Trustee and the Holders
and


 


58

















 


each Guarantor
shall remain liable to the Trustee and the Holders for the full amount guaranteed
by such Guarantor hereunder.


 


Section 11.05.                  No
Subrogation.  Notwithstanding any
payment or payments made by each Guarantor hereunder, no Guarantor shall be
entitled to be subrogated to any of the rights of the Trustee or any Holder
against the Company or any other Guarantor or any collateral security or
guarantee or right of offset held by the Trustee or any Holder for the payment
of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to
seek any contribution or reimbursement from the Company or any other Guarantor
in respect of payments made by such Guarantor hereunder, until all amounts
owing to the Trustee and the Holders by the Company on account of the Guarantor
Obligations are paid in full.  If any
amount shall be paid to any Guarantor on account of such subrogation rights at
any time when all of the Guarantor Obligations shall not have been paid in
full, such amount shall be held by such Guarantor in trust for the Trustee and
the Holders, segregated from other funds of such Guarantor, and shall,
forthwith upon receipt by such Guarantor, be turned over to the Trustee in the
exact form received by such Guarantor (duly indorsed by such Guarantor to the
Trustee, if required), to be applied against the Guarantor Obligations.


 


ARTICLE XII

Subordination of Guarantees


 


Section 12.01.                  Agreement To
Subordinate.  Each Guarantor
covenants and agrees, and each Holder of a Security, by his acceptance thereof,
likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article, the Guarantor Obligations are hereby
expressly made subordinate and postponed to and subject in right of payment as
provided in this Article to the prior payment in full in cash or Cash
Equivalents of all Senior Indebtedness of such Guarantors.  The Guarantor Obligations shall in all
respects rank pari passu with the Guarantors’ guarantees of the Existing Senior
Subordinated Notes and any future senior subordinated Indebtedness of the
Guarantors and senior to all existing and future junior subordinated
Indebtedness of the Guarantors, and only Senior Indebtedness of such Guarantors
shall rank senior to the Guarantor Obligations in accordance with the
provisions set forth herein.  All
provisions of this Article Twelve shall be subject to Section 12.11.


 


This Article Twelve shall constitute a continuing
offer to all Persons who, in reliance upon such Article, become holders of, or
continue to hold, Senior Indebtedness of the Guarantors, and such provisions
are made for the benefit of the holders of Senior Indebtedness of the
Guarantors, and such holders are made obligee hereunder and they or each of
them may enforce such provisions.


 


Section 12.02.                  Liquidation,
Dissolution, Bankruptcy.  In the
event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding
in connection therewith, relative to any Guarantor or to its assets, whether
voluntary or involuntary from any source, (b) any liquidation, dissolution
or other winding-up of any Guarantor, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy, or (c) any assignment
for the benefit of creditors or any other marshaling of assets or liabilities
of any Guarantor, then and in any such event:


 


59

















 


(i)                                     the
holders of Senior Indebtedness of such Guarantor shall receive payment in full
in cash or Cash Equivalents of all amounts due on or in respect of all Senior
Indebtedness of such Guarantor, or provision shall be made for such payment in
full in cash or Cash Equivalents to the satisfaction of the holders of Senior
Indebtedness of such Guarantor, before the Holders of the Securities are
entitled to receive any payment or distribution of any kind or character from
any source (other than Permitted Junior Securities) on account of the Guarantor
Obligations or on account of the purchase or redemption or other acquisition of
Securities; and


 


(ii)                                  any
payment or distribution of assets of any Guarantor of any kind or character
from any source, whether in cash, property or securities (other than a payment
or distribution in the form of Permitted Junior Securities), including by way
of set-off or enforcement of any guarantee or otherwise, which the Trustee or
the Holders would be entitled to receive but for the provisions of this Article shall
be paid by the liquidating trustee or agent or other person making such payment
or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of Senior Indebtedness of such Guarantor
or their authorized representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of such Senior Indebtedness held or
represented by each, to the extent necessary to make payment in full in cash or
Cash Equivalents of all Senior Indebtedness of such Guarantor remaining unpaid,
after giving effect to any concurrent payment or distribution, or provision
therefor to the satisfaction of the holders of such Senior Indebtedness, to or
for the holders of such Senior Indebtedness; and


 


(iii)                               any
taxes that have been withheld or deducted from any payment or distribution in
respect of any Guarantor Obligations, or any taxes that ought to have been
withheld or deducted from any such payment or distribution that have been
remitted to the relevant taxing authority, shall not be considered to be an
amount that a Holder or the Trustee is entitled to receive for the purposes of Section 12.02(ii).


 


The consolidation of any Guarantor with, or the merger
of any Guarantor into, another Person or the liquidation or dissolution of any
Guarantor following the conveyance, transfer, lease or other disposal of its
properties and assets substantially as an entirety to another Person upon the
terms and conditions set forth in Article Five shall not be deemed a
dissolution, winding-up, liquidation, reorganization, assignment for the
benefit of creditors or marshaling of assets and liabilities of such Guarantor
for the purposes of this Section if the Person formed by such
consolidation or into which such Guarantor is merged or the Person which
acquires such assets substantially as an entirety, as the case may be, shall,
as a part of such consolidation, merger, conveyance, transfer, lease or
disposal, comply with the conditions set forth in Article Five.


 


Section 12.03.                  Default on
Senior Indebtedness of a Guarantor. 
(a)  No Guarantor may make any payment pursuant to any of its
Guarantor Obligations (collectively,


 


60

















 


“pay its Subsidiary Guarantee”) if (i) any
principal, premium, if any, interest or other amount payable in respect of any
Senior Indebtedness of such Guarantor is not paid within any applicable grace
period (including at Maturity) or (ii) any other default on Senior
Indebtedness of such Guarantor occurs and the maturity of such Senior
Indebtedness is accelerated in accordance with its terms unless, in either
case, (A) the default has been cured or waived and any such acceleration
has been rescinded or (B) such Senior Indebtedness has been paid in full
in cash or Cash Equivalents; provided, however, that any Guarantor may pay its Subsidiary Guarantee
without regard to the foregoing if such Guarantor and the Trustee receive
written notice approving such payment from the Representative of the holders of
such issue of Senior Indebtedness of such Guarantor.  No Guarantor may pay its Subsidiary Guarantee
during the continuance of any Payment Blockage Period after receipt by the
Company and the Trustee of a Payment Blockage Notice under Section 10.03.  Unless the Representatives of the holders of
such issue of Designated Senior Indebtedness giving such Payment Blockage
Notice shall have accelerated the maturity of such Designated Senior
Indebtedness and not rescinded such acceleration, any Guarantor shall resume
(unless otherwise prohibited as described in the first two sentences of this
clause (a)) payments pursuant to its Subsidiary Guarantee after the end of such
Payment Blockage Period.


 


(b)                                 In
the event that, notwithstanding the foregoing provisions of this Section, any
Guarantor shall make any payment to the Trustee (which is not paid over to
Holders of Securities) prohibited by the foregoing provisions of this Section,
then and in such event such payment shall be paid over to the authorized
representatives of such Designated Senior Indebtedness initiating the Payment
Blockage Period, to be held in trust for distribution to the holders of Senior
Indebtedness or, to the extent amounts are not then due in respect of Senior
Indebtedness, prompt return to such Guarantor, or otherwise as a court of
competent jurisdiction shall direct.


 


Section 12.04.                  Subrogation.  After all Senior Indebtedness of a Guarantor
is paid in full and until the Securities are paid in full, Holders shall be
subrogated (equally and ratably with the holders of all indebtedness of such
Guarantor which by its express terms is subordinated and postponed to Senior
Indebtedness of such Guarantor to the same extent as the Securities are
subordinated and postponed and which is entitled to like rights of subrogation)
to the rights of holders of Senior Indebtedness of such Guarantor to receive
distributions applicable to such Senior Indebtedness.  A distribution made under this Article Twelve
to holders of Senior Indebtedness of such Guarantor that otherwise would have been
made to Holders is not, as between such Guarantor and Holders, a payment by
such Guarantor on such Senior Indebtedness.


 


Section 12.05.                  Relative
Rights.  This Article Twelve
defines the relative rights of Holders and holders of Senior Indebtedness of a
Guarantor.  Nothing in this Indenture
shall:


 


(a)                                  impair,
as between a Guarantor and Holders, the obligation of such Guarantor, which is
absolute and unconditional, to pay the Guarantor Obligations as set forth in Article Eleven;
or


 


61

















 


(b)                                 affect
the relative rights against a Guarantor of Holders and creditors of a Guarantor
other than the holders of Senior Indebtedness of a Guarantor; or


 


(c)                                  except
as set forth in Section 6.02, prevent the Trustee or any Holder from
exercising its available remedies upon a default by such Guarantor of the
Guarantor Obligations, subject to the rights of holders of Senior Indebtedness
of such Guarantor to receive distributions otherwise payable to Holders.


 


Section 12.06.                  Subordination
May Not Be Impaired by Guarantor.


 


(a)  No right of any holder of Senior
Indebtedness of any Guarantor to enforce the subordination of the Guarantor
Obligations shall be impaired by any act or failure to act by such Guarantor or
by its failure to comply with this Indenture.


 


(b)                                 Without
in any way limiting the generality of subsection (a) of this Section,
the holders of Senior Indebtedness of a Guarantor may, at any time and from
time to time, without the consent of or notice to the Trustee or the Holders,
without incurring responsibility to the Holders and without impairing or
releasing the subordination provided in this Article or the obligations
hereunder of the Holders to the holders of Senior Indebtedness of a Guarantor,
do any one or more of the following:


 


(i)                                     change
the manner, place or terms of payment or extend the time of payment of, or
renew or alter, the terms of Senior Indebtedness of a Guarantor or the terms of
any instrument evidencing the same or any agreement under which such Senior
Indebtedness is outstanding (including any increase in the aggregate principal
amount of any indebtedness thereunder, it being understood that any such
additional indebtedness shall not constitute Senior Indebtedness to the extent
Incurred in violation of Section 4.05 of this Indenture);


 


(ii)                                  sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing such Senior Indebtedness;


 


(iii)                               release
any Person liable in any manner for the collection of such Senior Indebtedness;
and


 


(iv)                              exercise
or refrain from exercising any rights against a Guarantor and/or any other
Person.


 


(c)                                  If
the Trustee on behalf of the Holders or any Holders should fail to file a proof
of claim in any bankruptcy, insolvency, receivership or similar proceeding
relating to a Guarantor at least 30 days before the expiration of the time to
file such claim or claims, each holder of Senior Indebtedness of a Guarantor
(or its representative) is hereby authorized to file an appropriate claim for
and on behalf of all or any of the Holders.


 


Section 12.07.                  Rights of
Trustee and Paying Agent. 
Notwithstanding Section 12.03, the Trustee or Paying Agent may
continue to make payments on any Subsidiary Guarantee and shall not be charged
with knowledge of the existence of facts that would prohibit the making of any
such payments unless, not less than one Business Day prior to the date of such


 


62

















 


payment, a Trust
Officer receives notice satisfactory to it that payments may not be made under
this Article Twelve.  The Company,
the Registrar or co-registrar, the Paying Agent, a Representative or a holder
of Senior Indebtedness may give the notice; provided, however, that, if an issue of Senior Indebtedness of any Guarantor
has a Representative, only the Representative may give the notice.


 


Subject to the provisions of the TIA, the Trustee in
its individual or any other capacity may hold Senior Indebtedness of a
Guarantor with the same rights it would have if it were not Trustee.  The Registrar and co-registrar and the Paying
Agent may do the same with like rights. 
The Trustee shall be entitled to all the rights set forth in this Article Twelve
with respect to any Senior Indebtedness of a Guarantor that may at any time be
held by it, to the same extent as any other holder of such Senior Indebtedness;
and nothing in Article Seven shall deprive the Trustee of any of its
rights as such holder.  Nothing in this Article Twelve
shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07.


 


Section 12.08.                  Distribution
or Notice to Representative.


 


Whenever a distribution is to be made or a notice
given to holders of Senior Indebtedness of a Guarantor, the distribution may be
made and the notice given to their Representative (if any).


 


Section 12.09.                  Article Twelve
Not To Prevent Events of Default or Limit Right To Accelerate.  The failure to make a payment pursuant to a
Subsidiary Guarantee by reason of any provision in this Article Twelve
shall not be construed as preventing the occurrence of a Default.  Nothing in this Article Twelve shall
have any effect on the right of the Holders or the Trustee to make a demand for
payment on any Subsidiary Guarantee pursuant to Article Eleven.


 


Section 12.10.                  Trustee
Entitled To Rely.  Upon any
payment or distribution pursuant to this Article Twelve, the Trustee and
the Holders shall be entitled to rely (a) upon any order or decree of a
court of competent jurisdiction in which any proceedings of the nature referred
to in Section 12.02 are pending, (b) upon a certificate of the
liquidating trustee or agent or other Person making such payment or
distribution to the Trustee or to the Holders or (c) upon the
Representatives for the holders of Senior Indebtedness of any Guarantor for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness of any Guarantor and other
Indebtedness of such Guarantor, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Twelve. 
In the event that the Trustee determines, in good faith, that evidence
is required with respect to the right of any Person as a holder of Senior
Indebtedness of any Guarantor to participate in any payment or distribution
pursuant to this Article Twelve, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of such Senior Indebtedness of such Guarantor held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution
and other facts pertinent to the rights of such Person under this Article Twelve,
and, if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment.  The provisions of


 


63

















 


Sections 7.01 and
7.02 shall be applicable to all actions or omissions of actions by the Trustee
pursuant to this Article Twelve.


 


Section 12.11.                  Trustee To
Effectuate Subordination.  Each
Holder by accepting a Security authorizes and directs the Trustee on his behalf
to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders and the holders of Senior
Indebtedness of any Guarantor as provided in this Article Twelve and
appoints the Trustee as attorney-in-fact for any and all such purposes.


 


Section 12.12.                  Trustee Not
Fiduciary for Holders of Senior Indebtedness of Guarantors.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of any Guarantor and shall
not be liable to any such holders if it shall mistakenly pay over or distribute
to Holders or the Company or any other Person, money or assets to which any
holders of such Senior Indebtedness shall be entitled by virtue of this Article Twelve
or otherwise.


 


Section 12.13.                  Reliance by
Holders of Senior Indebtedness of a Guarantor Upon Subordination Provisions.  Each Holder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and
are intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness of any Guarantor, whether such Senior Indebtedness was
created or acquired before or after the issuance of the Securities, to acquire
and continue to hold, or to continue to hold, such Senior Indebtedness and such
holder of such Senior Indebtedness shall be deemed conclusively to have relied
on such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Indebtedness.


 


ARTICLE XIII



Miscellaneous


 


Section 13.01.                  Trust
Indenture Act Controls.  If any
provision of this Indenture limits, qualifies or conflicts with another
provision that is required to be included in this Indenture by the TIA, the
required provision shall control.


 


Section 13.02.                  Notices.  Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail or sent by
facsimile (with a hard copy delivered in person or by mail promptly thereafter)
and addressed as follows:


 


if to the Company:


 


AMC Entertainment Inc.


920 Main Street


Kansas City, MO 64105


Attention: General Counsel


 


64

















 


if to the Trustee:


 


HSBC Bank USA, National Association


452 Fifth Avenue


New York, NY 10018


Attention of: 
Corporate Trust & Loan Agency;


 


provided, however, that
any reports provided pursuant to Section 4.11 may be communicated via
email to the following address: gloria.alli@us.hsbc.com (or to the email
address of the then current representative of the Trustee).


 


The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.  Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.


 


Any notice or communication mailed to a Holder shall
be mailed to the Holder at the Holder’s address as it appears on the
registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.


 


Failure to mail a notice or communication to a Holder
or any defect in it shall not affect its sufficiency with respect to other
Holders.  If a notice or communication is
mailed in the manner provided above, it is duly given, whether or not. the
addressee receives it.


 


Section 13.03.                  Communication
by Holders with Other Holders. 
Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the
Securities.  The Company, the Trustee,
the Registrar and anyone else shall have the protection of TIA Section 312(c).


 


Section 13.04.                  Certificate
and Opinion as to Conditions. 
Upon any request or application by the Company to the Trustee to take or
refrain from taking any action under this Indenture, the Company shall furnish
to the Trustee:


 


(a)                                  an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of the signers, all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have
been complied with; and


 


(b)                                 an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent
have been complied with.


 


Section 13.05.                  Statements
Required in Certificate or Opinions. 
Each certificate or opinion with respect to compliance with a covenant
or condition provided for in this Indenture shall include:


 


65

















 


(a)                                  a
statement that the individual making such certificate or opinion has read such
covenant or condition;


 


(b)                                 a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


 


(c)                                  a
statement that, in the opinion of such individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been complied with; and


 


(d)                                 a
statement as to whether or not, in the opinion of such individual, such covenant
or condition has been complied with.


 


In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by, the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.


 


Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. 
Any such certificate or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.


 


Where any Person is required to make, give or execute
two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.


 


Section 13.06.                  When
Securities Disregarded.  In
determining whether the Holders of the required principal amount of Securities
have concurred in any direction, waiver or consent, Securities owned by
Holdings, the Company or the Guarantors or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with of
them shall be disregarded and deemed not to be outstanding, except that, for
the purpose of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Securities that a Trust Officer
knows are so owned shall be so disregarded. 
Also, subject to the foregoing, only Securities outstanding at the time
shall be considered in any such determination.


 


66

















 


Section 13.07.                  Rules by
Trustee, Paying Agent and Registrar. 
The Trustee may make reasonable rules for action by or a meeting of
Holders.  The Registrar and the Paying
Agent or co-registrar may make reasonable rules for their functions.


 


Section 13.08.                  Legal
Holidays.  A “Legal Holiday”
is a Saturday, a Sunday or a day on which banking institutions are not required
to be open in the States of New York or Missouri.  If a payment date is a Legal Holiday, payment
shall be made on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.  If a regular record date is a Legal Holiday,
the record date shall not be affected.


 


Section 13.09.                  Governing Law.  THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


 


Section 13.10.                  No Recourse
Against Others.  A director,
officer, employee or stockholder, as such, of Holdings, the Company and the
Guarantors shall not have any liability for any obligations of the Company or
the Guarantors under the Securities or this Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation.  By accepting a Security, each Holder shall
waive and release all such liability. 
The waiver and release shall be part of the consideration for the issue
of the Securities.


 


Section 13.11.                  Successors.  All agreements of the Company any each
Guarantor in this Indenture and the Securities shall bind their respective
successors.  All agreements of the
Trustee in this Indenture shall bind its successors.


 


Section 13.12.                  Separability
Clause.  In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.


 


Section 13.13.                  Reliance on
Financial Data.  In computing any
amounts under this Indenture: (a) to the extent relevant, the Company
shall use audited financial statements of the Company, its Subsidiaries, any
Person that would become a Subsidiary in connection with the transaction that
requires the computation and any Person from which the Company or a Subsidiary
has acquired an operating business, or is acquiring an operating business in
connection with the transaction that requires the computation (each such Person
whose financial statements are relevant in computing any particular amount, a “Relevant
Person”) for the period or portions of the period to which the computation
relates for which audited financial statements are available on the date of
computation and unaudited financial statements and other current financial data
based on the books and records of the Relevant Person or Relevant Persons, as
the case may be, to the extent audited financial statements for the period or
any portion of the period to which the computation relates are not available on
the date of computation; and (b) the Company shall be permitted to rely in
good faith on the financial statements and other financial data derived from
the books and records of any Relevant Person that are available on the date of
the computation.


 


67

















 


Section 13.14.                  Multiple
Originals.  The parties may sign
any number of copies of this Indenture. 
Each signed copy shall be an original, but all of them together
represent the same agreement.  One signed
copy is enough to prove this Indenture.


 


Section 13.15.                  Table of
Contents; Headings.  The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.


 


68

















 


IN WITNESS WHEREOF, the parties have caused this
Indenture to be duly executed as of the date first written above.


 


	
   

  	
  AMC ENTERTAINMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS LISTED ON SCHEDULE I TO
  THIS

  INDENTURE, as Guarantors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DOWNTOWN BOSTON CINEMAS, LLC

  
	
   

  	
  LOEWS NORTH VERSAILLES CINEMAS, LLC

  
	
   

  	
  LOEWS PLAINVILLE CINEMAS, LLC

  
	
   

  	
  METHUEN CINEMAS, LLC

  
	
   

  	
  OHIO CINEMAS, LLC

  
	
   

  	
  RICHMOND MALL CINEMAS, LLC

  
	
   

  	
  SPRINGFIELD CINEMAS, LLC

  
	
   

  	
  WATERFRONT CINEMAS, LLC,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLITT THEATRES, INC., as
  Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GATEWAY CINEMAS, LLC

  
	
   

  	
  LEWISVILLE CINEMAS, LLC

  
	
   

  	
  LOEWS GARDEN STATE CINEMAS, LLC,

  
	
   

  	
  as Guarantors

  
					



 


 


SIGNATURE PAGE TO INDENTURE


 

















 


	
   

  	
  By:

  	
  RKO CENTURY WARNER
  THEATRES, INC., as

  Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LOEWS CINEPLEX U.S. CALLCO, LLC,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LOEWS CINEPLEX THEATRES,
  INC., as Sole

  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LOEKS-STAR PARTNERS,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  STAR THEATRES OF MICHIGAN,
  INC., as

  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAGIC JOHNSON THEATRES LIMITED PARTNERSHIP,

  
	
   

  	
  as Guarantor

  
					



 


	
   

  	
  By:

  	
  S & J THEATRES, INC., as General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial

  Officer

  
					



 


2

















 


	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herawattee Alli

  	
   

  
	
   

  	
  Name:

  	
  Herrawattee Alli

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 


3

















 


Schedule I


 


AMC Card Processing Services, Inc.


AMC Entertainment International, Inc.


AMC-GCT, Inc.


AMC Realty, Inc.


American Multi-Cinema, Inc.


Centertainment, Inc.


Club Cinema of Mazza, Inc.


GCT Pacific Beverage Services, Inc.


National Cinema Network, Inc.


Premium Cinema of Yorktown, Inc.


Premium Theater of Framingham, Inc.


Premium Theatre of Mayfair, Inc.


71st & 3rd Ave. Corp


Brick Plaza Cinemas, Inc.


Cityplace Cinemas, Inc


Crescent Advertising Corporation


Crestwood Cinemas, Inc.


Eton Amusement Corporation


Fall River Cinema, Inc.


Farmers Cinemas, Inc.


Forty-Second Street Cinemas, Inc.


Fountain Cinemas, Inc.


Hawthorne Amusement Corporation


Hinsdale Amusement Corporation


Illinois Cinemas, Inc.


Jersey Garden Cinemas, Inc.


Kips Bay Cinemas, Inc.


Lance Theatre Corporation


LCE AcquisitionSub, Inc.


LCE Mexican Holdings, Inc.


Liberty Tree Cinema Corp.


Loeks Acquisition Corp.


Loews Akron Cinemas, Inc.


Loews Arlington Cinemas, Inc.


Loews Arlington West Cinemas, Inc.


Loews Astor Plaza, Inc.


Loews Baltimore Cinemas, Inc.


Loews Bay Terrace Cinemas, Inc.


Loews Berea Cinemas, Inc.


Loews Boulevard Cinemas, Inc.


Loews Bristol Cinemas, Inc.


Loews Broadway Cinemas, Inc.


Loews California Theatres, Inc.


Loews Centerpark Cinemas, Inc.


 


4

















 


Loews Century Mall Cinemas, Inc.


Loews Cheri Cinemas, Inc.


Loews Cherry Tree Mall Cinemas, Inc.


Loews Chicago Cinemas, Inc.


Loews Cineplex Entertainment Gift Card Corporation


Loews Cineplex International Holdings, Inc.


Loews Cineplex Theatres Holdco, Inc.


Loews Cineplex Theatres, Inc.


Loews Citywalk Theatre Corporation


Loews Connecticut Cinemas, Inc.


Loews Crystal Run Cinemas, Inc.


Loews Deauville North Cinemas, Inc.


Loews East Hanover Cinemas, Inc.


Loews East Village Cinemas, Inc.


Loews Elmwood Cinemas, Inc.


Loews Fort Worth Cinemas, Inc.


Loews Freehold Mall Cinemas, Inc.


Loews Fresh Pond Cinemas, Inc.


Loews Greenwood Cinemas, Inc.


Loews Houston Cinemas, Inc.


Loews Lafayette Cinemas, Inc.


Loews Levittown Cinemas, Inc.


Loews Lincoln Plaza Cinemas, Inc.


Loews Lincoln Theatre Holding Corp.


Loews Meadowland Cinemas 8, Inc.


Loews Meadowland Cinemas, Inc.


Loews Merrillville Cinemas, Inc.


Loews Montgomery Cinemas, Inc.


Loews Mountainside Cinemas, Inc.


Loews New Jersey Cinemas, Inc.


Loews Newark Cinemas, Inc.


Loews Orpheum Cinemas, Inc.


Loews Palisades Center Cinemas, Inc.


Loews Pentagon City Cinemas, Inc.


Loews Piper’s Theaters, Inc.


Loews Richmond Mall Cinemas, Inc.


Loews Ridgefield Park Cinemas, Inc.


Loews Rolling Meadows Cinemas, Inc.


Loews Roosevelt Field Cinemas, Inc.


Loews Stonybrook Cinemas, Inc.


Loews Theatre Management Corp.


Loews Theatres Clearing Corp.


Loews Toms River Cinemas, Inc.


Loews Trylon Theatre, Inc.


Loews USA Cinemas Inc.


Loews Vestal Cinemas, Inc.


 


5

















 


Loews Washington Cinemas, Inc.


Loews West Long Branch Cinemas, Inc.


Loews-Hartz Music Makers Theatres, Inc.


LTM New York, Inc.


LTM Turkish Holdings, Inc.


Mid-States Theatres, Inc.


Music Makers Theatres, Inc.


New Brunswick Cinemas, Inc.


Nickelodeon Boston, Inc.


North Star Cinemas, Inc.


Parkchester Amusement Corporation


Parsippany Theatre Corp.


Plitt Southern Theatres, Inc.


Plitt Theatres, Inc.


Poli-New England Theatres, Inc.


Putnam Theatrical Corporation


Red Bank Theatre Corporation


RKO Century Warner Theatres, Inc.


Rosemont Cinemas, Inc.


S & J Theatres, Inc.


Sack Theatres, Inc.


Skokie Cinemas, Inc.


South Holland Cinemas, Inc.


Star Theatres of Michigan, Inc.


Star Theatres, Inc.


Stroud Mall Cinemas, Inc.


Talent Booking Agency, Inc.


The Walter Reade Organization, Inc.


Theater Holdings, Inc.


Thirty-Fourth Street Cinemas, Inc.


U.S.A. Cinemas, Inc.


Webster Chicago Cinemas, Inc.


White Marsh Cinemas, Inc.


Woodfield Cinemas, Inc.


Woodridge Cinemas, Inc.


 


6

















 


ANNEX 4.07


 


Agreements
Regarding Related Party Transactions


 


1.                                       Employment
Agreement, dated as of December 23, 2004, between AMC Entertainment Inc.
and Peter C. Brown, as amended on January 26, 2006.


 


2.                                       Employment
Agreement, dated as of December 23, 2004, by and among AMC Entertainment
Inc., American Multi-Cinema, Inc. and Philip M. Singleton, as amended on January 26,
2006.


 


3.                                       Employment
Agreement, dated as of July 1, 2001, by and among AMC Entertainment Inc.,
American Multi-Cinema, Inc. and Craig R. Ramsey.


 


4.                                       Employment
Agreement dated as of July 1, 2001, by and among AMC Entertainment Inc.,
American Multi-Cinema, Inc. and Richard T. Walsh.


 


5.                                       Employment
Agreement, dated as of July 1, 2001, by and among AMC Entertainment Inc.,
American Multi-Cinema, Inc. and John D. McDonald.


 


6.                                       Continuing
Service Agreement, dated January 26, 2006, between Loews Cineplex
Entertainment Corporation and Travis Reid, and, solely for the purposes of its
repurchase obligations under Section 7 thereto, Marquee Holdings Inc.


 


7.                                       Non-Qualified
Stock Option Agreement, dated January 26, 2006, between Marquee Holdings
Inc. and Travis Reid.


 


8.                                       Second
Amended and Restated Stockholders Agreement of Marquee Holdings Inc., dated January 26,
2006, among Marquee Holdings Inc. and the stockholders of Marquee Holdings Inc.
party thereto.


 


9.                                       Amended
and Restated Management Stockholders Agreement of Marquee Holdings Inc., dated January 26,
2006, among Marquee Holdings Inc. and the stockholders of Marquee Holdings Inc.
party thereto.


 


10.                                 Voting
and Irrevocable Proxy Agreement between Marquee Holdings Inc., J.P. Morgan
Partners (BHCA), L.P., J.P. Morgan Partners Global Investors, L.P., J.P. Morgan
Partners Global Investors (Cayman), L.P., J.P. Morgan Partners Global Investors
(Cayman) II, L.P., J.P. Morgan Partners Global Investors (Selldown), L.P., AMCE
(Ginger), L.P., AMCE (Luke), L.P., AMCE (Scarlett), L.P., Apollo Investment
Fund V, L.P., Apollo Overseas Partners C, L.P., Apollo Netherlands Partners
C(A), L.P., Apollo Netherlands Partners V(B), L.P., Apollo German Parners V
GmbH & Co KG and their respective Permitted Transferees.


 


11.                                 Voting
and Irrevocable Proxy Agreement, dated as of January 26, 2006, among
Marquee Holdings Inc., TC Group III, L.P., Carlyle Partners III Loews, L.P. and
CP


 


1

















 


III Coinvestment, L.P., and Bain Capital
Holdings (Loews) I, L.P. and Bain Capital AIV (Loews) II, L.P., and Spectrum
Equity Investors IV, L.P., Spectrum Equity Investors Parallel IV, L.P. and
Spectrum IV Investment Managers’ Fund, L.P. and their respective Permitted
Transferees.


 


12.                                 Amended
and Restated Fee Agreement, dated as of January 26, 2006, by and among
Marquee Holdings Inc., AMC Entertainment Inc., J.P. Morgan Partners (BHCA),
L.P., Apollo Management V, L.P., Apollo Investment Fund V, L.P., Apollo
Overseas Partners V, L.P., Apollo Netherlands Partners V(A), L.P., Apollo
Netherlands Partners V(B), L.P., Apollo German Partners V GmbH & Co
KG, Bain Capital Partners, LLC, TC Group, L.L.C. and Applegate and Collatos, Inc.


 


13.                                 Amended
and Restated Management Rights Agreement, dated January 26, 2006, among
Marquee Holdings Inc. and the stockholders of Marquee Holdings Inc. party
thereto.


 


14.                                 Management
Rights Agreement, dated January 26, 2006, among Marquee Holdings Inc. and
the stockholders of Marquee Holdings Inc. party thereto.


 


15.                                 Second
Amended and Restated Regulatory Sideletter, dated as of January 26, 2006,
among Marquee Holdings Inc. and the stockholders of Marquee Holdings Inc. party
thereto.


 


2

















 


EXHIBIT A


 


PROVISIONS
RELATING TO INITIAL

SECURITIES AND EXCHANGE SECURITIES


 


I.                                         DEFINITIONS


 


For the purposes of this Exhibit A the following
terms shall have the meanings indicated below:


 


“Additional Securities”
means the 11% Senior Subordinated Notes due 2016, to be originally issued from
time to time, excluding Exchange Securities and Private Exchange Securities, in
one or more series as provided for in this Indenture.


 


“Applicable Procedures”  means, with respect to any transfer or
transaction involving a Regulation S Global Security or beneficial interest
therein, the rules and procedures of the Depository for such Global
Security, Euroclear and Clearstream, in each case to the extent applicable to
such transaction and as in effect from time to time.


 


“Clearstream”
means Clearstream Luxembourg, a société anonyme.


 


“Definitive Security”
means a certificated Initial Security or an Exchange Security or Private
Exchange Security bearing, if required, the restricted securities legend set
forth in Section 2.3(e)(i).


 


“Depository”
means The Depository Trust Company, its nominees and their respective
successors.


 


“Distribution Compliance
Period”, with respect to any Securities, means the period of 40
consecutive days beginning on and including the later of (i) the day on
which such Securities are first offered to persons other than distributors (as
defined in Regulation S under the Securities Act) in reliance on Regulation S,
notice of which day shall be promptly given by the Company to the Trustee and (ii) the
Issue Date, and with respect to any Additional Securities that are Transfer
Restricted Securities, it means the comparable 40 consecutive days.


 


“Euroclear”
means Morgan Guaranty Trust Company of New York, Brussels office, as operator
of Euroclear System.


 


“Exchange Securities”
means the 11% Senior Subordinated Notes due 2016 to be issued pursuant to this
Indenture in connection with a Registered Exchange Offer pursuant to the
Registration Rights Agreement.


 


“Global Securities Legend”
means the legend appearing under such title on Appendix 1 to this Exhibit A.


 


“IAI” means an
institutional “accredited investor” as described in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act.


 


A-1

















 


“IAI Global Security”
means one or more global securities in definitive, fully registered form
without interest coupons and bearing the Global Securities Legend and the
Restricted Securities Legend to accommodate transfers of beneficial interests
in the Securities to IAIs subsequent to the initial distribution.


 


“Initial Purchasers”
means Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and
J.P. Morgan Securities Inc.


 


“Initial Securities”
means the 11% Senior Subordinated Notes due 2016 in the aggregate principal
amount of $325,000,000 issued on January 26, 2006.


 


“New Securities”
shall have the meaning set forth in Section 1 of the Registration Rights
Agreement.


 


“Private Exchange”
means the offer by the Company, pursuant to Section 2(f) of the
Registration Rights Agreement, dated January 26, 2006, or pursuant to any
similar provision of any other Registration Rights Agreement, to issue and
deliver to certain purchasers, in exchange for the Initial Securities held by
such purchasers as part of their initial distribution, a like aggregate
principal amount of Private Exchange Securities.


 


“Private Exchange
Securities” means those New Securities to be issued pursuant to this
Indenture in connection with a Private Exchange pursuant to a Registration
Rights Agreement.


 


“Purchase Agreement”
means the Purchase Agreement, dated January 19, 2006, between the Company,
the Guarantors and the Initial Purchasers relating to the Initial Securities,
or any similar agreement relating to any future sale of Additional Securities
by the Company.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 


“Registered Exchange Offer”
means the offer by the Company, pursuant to a Registration Rights Agreement, to
certain Holders of Initial Securities, to issue and deliver to such Holders, in
exchange for the Initial or Additional Securities, as the case may be, a like
aggregate principal amount of Exchange Securities registered under the
Securities Act.


 


“Registration Rights
Agreement” means the Registration Rights Agreement. dated January 26,
2006, between the Company, the Guarantors and the Initial Purchasers relating
to the Initial Securities, or any similar agreement relating to any Additional
Securities.


 


“Regulation S”
means Regulation S under the Securities Act.


 


“Regulation S Securities”
means all Initial Securities offered and sold outside the United States in
reliance on Regulation S.


 


“Restricted Securities
Legend” means any of the restricted securities legends set forth in Section 2.3(e)(i) herein.


 


A-2

















 


“Rule 144A Securities”
means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.


 


“Securities”
means the Initial Securities, the Additional Securities, the Exchange
Securities and the Private Exchange Securities, treated as a single class.


 


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


 


“Securities Custodian”
means the custodian with respect to a Global Security (as appointed by the
Depository) or any successor person thereto, who shall initially be the
Trustee.


 


“Shelf Registration
Statement” means a registration statement issued by the Company in
connection with the offer and sale of Initial Securities, Additional Securities
or Private Exchange Securities pursuant to a Registration Rights Agreement.


 


“Transfer Restricted
Securities” means Definitive Securities and any other Securities
that bear or are required to bear the legend set forth in Section 2.3(e)(i) hereto.


 


1.1                                 Other Definitions.


 


	
  Term

  	
   

  	
  Defined in Section

  
	
   

  	
   

  	
   

  
	
  “Agent Members”

  	
   

  	
  2.1(b)

  
	
  “Global Security”

  	
   

  	
  2.1(b)

  
	
  “IAI Global Security”

  	
   

  	
  2.1(b)

  
	
  “Regulation S”

  	
   

  	
  2.1(a)

  
	
  “Regulation S Global Security”

  	
   

  	
  2.1(b)

  
	
  “Rule 144A”

  	
   

  	
  2.1(a)

  
	
  “Rule 144A Global Security”

  	
   

  	
  2.1(b)

  



 


II.                                     THE
SECURITIES


 


2.1                                 Form and
Dating.  (a)  The Initial
Securities and any Additional Securities will be offered and sold by the
Company, from time to time, pursuant to one or more Purchase Agreements.  Unless registered or exempt from registration
under the Securities Act, the Initial 
Securities and any Additional Securities will be resold, initially only
to QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”)
and to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation
S”).  Initial Securities and
Additional Securities so issued may thereafter be transferred to, among others,
QIBs, purchasers in reliance on Regulation S and IAIs under Rule 501(a)(1),
(2), (3) or (7) under the Securities Act, subject to the restrictions
on transfers set forth herein.


 


(b)                                 Global
Securities.  Rule 144A
Securities shall be issued initially in the form of one or more permanent
global Securities in definitive, fully registered form (collectively, the “Rule 144A
Global Security”) and Regulation S Securities shall be issued initially in
the form of one or more global Regulation S Global Securities (collectively,
the “Regulation S Global Security”), in each case without interest
coupons and bearing the Global Securities Legend and Restricted Securities
Legend, which shall be deposited on behalf of the purchasers of


 


A-3

















 


the Securities represented thereby with the
Securities Custodian, and registered in the name of the Depositary or a nominee
of the Depositary, duly executed by the Company and authenticated by the
Trustee as provided in this Indenture. 
The Rule 144A Global Security, the IAI Global Security and the
Regulation S Global  Security are each
referred to herein as a “Global Security” and are collectively referred
to herein as “Global Securities”; provided that
the term “Global Security” when used in Sections 2.1(b), 2.1(c), 2.3(g)(i),
2.3(h)(i) and 2.4 shall also include any Security in global form issued
in  connection with a Registered Exchange
Offer.  The aggregate principal amount of
the Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee and on the schedules thereto as hereinafter provided.


 


(c)                                  Book-Entry
Provisions.  This Section 2.1(c) shall
apply only to a Global Security deposited with or on behalf of the Depositary.


 


The Company shall execute and the Trustee shall, in
accordance with this Section 2.1(c) and pursuant to an order of the
Company, authenticate and deliver initially one or more  Global Securities that (a) shall be
registered in the name of the Depository for such Global  Security or Global Securities or the nominee
of such Depository and (b) shall be delivered by the Trustee to such
Depository or pursuant to such Depository’s instructions or held by the Trustee
as Securities Custodian.


 


Members of, or participants in, the Depository (“Agent
Members”) shall have no rights under this indenture with respect to any
Global Security held on their behalf by the Depository or by the Trustee as
Securities Custodian or under such Global Security, and the Depository may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner of such Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and its Agent Members, the operation of customary practices of such Depository
governing the exercise of the rights of a holder of a beneficial interest in
any Global Security.


 


(d)                                 Definitive
Securities.  Except as
provided in Section 2.3, owners of beneficial interests in Global
Securities will not be entitled to receive physical delivery of certificated
Securities.


 


2.2                                 Authentication.  The Trustee shall authenticate and deliver: (a) Initial
Securities for original issue in an aggregate principal amount of $325,000,000,
(b) any Additional Securities, if and when issued pursuant to the
Indenture; and (c) the Exchange Securities for issue only in a Registered
Exchange Offer or a Private Exchange, respectively, pursuant to a Registration
Rights Agreement, for a like principal amount of Initial Securities or
Additional Securities, in each case upon a written order of the Company signed
by two Officers or by an Officer and either a Treasurer or an Assistant
Treasurer or a Secretary or an Assistant Secretary of the Company.  Such order shall specify the amount of the
Securities to be authenticated and the date on which the original issue of
Securities is to be authenticated and whether the Securities are to be Initial
Securities, Additional Securities, Exchange Securities or Private Exchange
Securities.


 


A-4

















 


2.3                                 Transfer and
Exchange.  (a)  Transfer and Exchange of Definitive Securities.  When Definitive Securities are presented to
the Registrar or a co-registrar with a request:


 


(i)                                     to
register the transfer of such Definitive Securities; or


 


(ii)                                  to
exchange such Definitive Securities for an equal principal amount of Definitive
Securities of other authorized denominations, the Registrar or co-registrar
shall  register the transfer or make the
exchange as requested if its reasonable requirements for such transaction are
met; provided, however,
that the Definitive Securities surrendered for transfer or exchange:


 


(1)                                  shall
be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar or co-registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing; and


 


(2)                                  are
being transferred, or exchanged pursuant to an effective registration statement
under the Securities Act or pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as
applicable:


 


(A)                              if
such Definitive Securities are being delivered to the Registrar by a Holder for
registration in the name of such Holder, without transfer, a certification from
such Holder to that effect; or


 


(B)                                if
such Definitive Securities are being transferred to the Company, a
certification to that effect; or


 


(C)                                if
such Definitive Securities are being transferred pursuant to an exemption from
registration in accordance with Rule 144 under the Securities Act, (i) a
certification to that effect and (ii) if the Company so requests, an
opinion of counsel or other evidence reasonably satisfactory to it as to the
compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).


 


(b)                                 Restrictions
on Transfer of a Definitive Security for a Beneficial Interest in a Global  Security.  A Definitive Security may not be exchanged
for a beneficial interest in a Global Security except upon satisfaction of the
requirements set forth below.  Upon
receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by
a written instrument of transfer in form reasonably satisfactory to the Company
and the Registrar, together with;


 


(i)                                     certification
(in the form set forth on the reverse side of the Initial Security) that such
Definitive Security is being transferred (1) to a QIB in accordance with Rule 144A,
(2) to an IAI that has furnished to the Trustee a signed letter
substantially in the form of Exhibit B or (3) outside the
United States in an offshore transaction within the meaning of Regulation S and
in compliance with Rule 904 under


 


A-5

















 


the Securities
Act, which certification shall be accompanied by a signed letter substantially
in the form of Exhibit C; and


 


(ii)                                  written
instructions directing the Trustee to make, or to direct the Securities
Custodian to make, an adjustment on its books and records with respect to such
Global Security to reflect an increase in the aggregate principal amount of the
Securities represented by the Global Security, such instructions to contain
information regarding the Depositary account to be credited with such increase,


 


then the Trustee shall cancel such Definitive Security
and cause, or direct the Securities Custodian to cause, in accordance with the
standing instructions and procedures existing between the Depositary and the
Securities Custodian, the aggregate principal amount of  Securities represented by the Global Security
to be increased by the aggregate principal 
amount of the Definitive Security to be exchanged and shall credit or
cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Global Security equal to the
principal amount of the Definitive Security so canceled.  If no Global Securities are then outstanding
and the Global Security has not been previously exchanged for certificated
securities pursuant to Section 2.4, the Company shall issue and the
Trustee shall authenticate, upon written order of the Company in the form of an
Officers’ Certificate, a new Global Security in the appropriate principal
amount.


 


(c)                                  Transfer and
Exchange of Global Securities.


 


(i)                                     The
transfer and exchange of Global Securities or beneficial interests therein
shall be effected through the Depository, in accordance with this Indenture
(including applicable restrictions on transfer set forth herein, if any) and
the procedures of the Depository therefor. 
A transferor of a beneficial interest in a Global Security shall deliver
a written order given in accordance with the Depository’s procedures containing
information regarding the participant account of the Depository to be credited
with a beneficial interest in the Global Security and such account shall be
credited in accordance with such instructions with a beneficial interest in the
Global Security and the account of the Person making the transfer shall be
debited by an amount equal to the beneficial interest in the Global Security
being transferred.  Transfers by an owner
of a beneficial  interest in the Rule 144A
Global Security or the IAI Global Security to a transferee who takes delivery
of such interest through the Regulation S Global Security, whether before or
after the expiration of the Distribution Compliance Period, shall be made only
upon  receipt by the Trustee of a
certification in the form provided on the reverse of the Initial  Securities from the transferor to the effect
that such transfer is being made in accordance with Regulation S or (if
available) Rule 144 under the Securities Act and that, if such transfer is
being made prior to the expiration of the Distribution Compliance Period, the
interest transferred shall be held immediately thereafter through Euroclear or
Clearstream.  In the case of a transfer
of a beneficial interest in either the Regulation S  Global Security or the Rule 144A Global
Security for an interest in the IAI Global 
Security, the transferee must furnish a signed letter substantially in
the form of Exhibit B to the Trustee.


 


A-6

















 


(ii)                                  If
the proposed transfer is a transfer of a beneficial interest in one Global
Security to a beneficial interest in another Global Security, the Registrar
shall reflect on  its books and records
the date and an increase in the principal amount of the Global Security to
which such interest is being transferred in an amount equal to the
principal  amount of the interest to be
so transferred, and the Registrar shall reflect on its books and records the
date and a corresponding decrease in the principal amount of Global Security
from which such interest is being transferred.


 


(iii)                               Notwithstanding
any other provisions of this Exhibit A (other than the provisions
set forth in Section 2.4), a Global Security may not be transferred as a
whole except by the Depository to a nominee of the Depository or by a nominee
of the Depository to the Depository or another nominee of the Depository or by
the Depository or any such nominee to a successor Depository or a nominee of
such successor Depository.


 


(iv)                              In
the event that a Global Security is exchanged for Securities in definitive
registered form pursuant to Section 2.4 prior to the consummation of a
Registered Exchange Offer or the effectiveness of a Shelf Registration
Statement with respect to such Securities, such Securities may be exchanged
only in accordance with such procedures as are substantially consistent with
the provisions of this Section 2.3 (including the certification
requirements set forth on the reverse. of the Initial Securities or Additional
Securities intended to ensure that such transfers comply with Rule 144A,
Regulation S or such other applicable exemption from registration under the
Securities Act, as the case may be) and such other procedures as may from time
to time be adopted by the Company.


 


(d)                                 Restrictions
on Transfer of Regulation S Global Security.  (i)  Prior to the expiration of the
Distribution Compliance Period, interests in the Regulation S Global Security
may only be held through Euroclear or Clearstream.  During the Distribution Compliance Period,
beneficial ownership interests in the Regulation S Global Security may only be
sold, pledged or transferred through Euroclear or Clearstream in accordance
with the Applicable Procedures and only (1) to the Company, (2) so
long as such security is eligible for resale pursuant to Rule 144A, to a
person whom the selling holder reasonably believes is a QIB that purchases for
its own account or for the account of a QIB to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, (3) in
an offshore transaction in accordance with Regulation S, (4) pursuant to
an exemption from registration under the Securities Act provided by Rule 144
(if applicable) under the Securities Act, (5) to an IAI purchasing for its
own account, or for the account of such an IAI, in each case, in a minimum
principal amount of Securities of $250,000 or (6) pursuant to an effective
registration statement under the Securities Act, in each case in accordance
with any applicable securities laws of any state of the United States.  Prior to the expiration of the Distribution
Compliance Period, transfers by an owner of a beneficial interest in the
Regulation S Global Security to a transferee who takes delivery of such
interest through the Rule 144A Global Security or the IAI Global Security
shall be made only in accordance with Applicable Procedures and upon receipt by
the Trustee of a written certification from the transferor of the beneficial
interest in the form provided on the reverse of the Initial Security to the
effect that such transfer is being made to (1) a QIB within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A or (2) an
IAI purchasing for its


 


A-7

















 


own account, or for the account of such an
IAI, in a minimum principal amount of the Securities of $250,000.  Such written certification shall no longer be
required after the expiration of the Distribution  Compliance Period.  In the case of a transfer of a beneficial
interest in the Regulation S Global 
Security for an interest in the IAI Global Security, the transferee must
furnish a signed letter substantially in the form of Exhibit B to
the Trustee.


 


(ii)                                  Upon
the expiration of the Distribution Compliance Period, beneficial  ownership interests in the Regulation S
Global Security shall be transferable in accordance with applicable law and the
other terms of this Indenture.


 


(e)                                  Legend.


 


(i)                                     Except
as permitted by the following paragraphs (ii), (iii), (iv) and (v), each
certificate evidencing the Global Securities and the Definitive Securities and
the Regulation S Global Security (prior to the expiration of the Distribution
Compliance Period) (and all Securities issued in exchange therefor or in
substitution thereof), shall bear a legend in substantially the following form:


 


THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY
NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.


 


THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF
THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN
INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH
TRANSFER, FURNISHES THE TRUSTEE WITH A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF
WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF
AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES


 


A-8

















 


LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


Prior to the Distribution Compliance Period, each
Regulation S Global Security will also bear the following additional legend:


 


THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE
SECURITIES ACT.


 


Each Definitive Security will also bear the following
additional legend:


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL
DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT
THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


(ii)                                  Upon
any sale or transfer of a, Transfer Restricted Security (including any Transfer
Restricted Security represented by a Global Security) pursuant to Rule 144
under the Securities Act:


 


(A)                              in
the case of any Transfer Restricted Security that is a Definitive Security, the
Registrar shall permit the Holder thereof to exchange such Transfer Restricted
Security for a Definitive Security that does not bear the legends set forth
above and rescind any restriction on the transfer of such Transfer Restricted
Security; and


 


(B)                                in
the case of any Transfer Restricted Security that is represented by a Global
Security, the Registrar shall permit the beneficial owner thereof to exchange
such Transfer Restricted Security for a beneficial interest in a Global
Security that does not bear the legends set forth above and rescind any
restriction on the transfer of such Transfer Restricted Security, in either
case, if the Holder certifies in writing to the Registrar that its request for such
exchange was made in reliance on Rule 144 (such certification to be in the
form set forth on the reverse of the Initial Security).


 


(iii)                               After
a transfer of any Initial Securities, Additional Securities or Private Exchange
Securities, as the case may be, during the period of the effectiveness of a
Shelf Registration Statement with respect to such Initial Securities,
Additional Securities or Private Exchange Securities, all requirements
pertaining to restricted legends on such Initial Security or such Private
Exchange Securities will cease to apply, and a global  Initial Security or Private Exchange Security
without restricted legends will be available


 


A-9

















 


to the
transferee of the beneficial interests in such Initial Securities, Additional
Securities or Private Exchange Securities. 
Upon the occurrence of any of the circumstances described in this
paragraph, the Company will deliver an Officers’ Certificate to the Trustee
instructing the Trustee to issue Securities without legends.


 


(iv)                              Upon
the consummation of a Registered Exchange Offer with respect to the Initial
Securities or Additional Securities pursuant to which certain Holders of such
Initial Securities or Additional Securities are offered Exchange Securities in
exchange for their Initial Securities, Additional Securities, or Exchange
Securities in global form without restrictive legends will be available to
Holders or beneficial owners that exchange such Initial Securities or
Additional Securities (or beneficial interests therein) in such Registered
Exchange Offer.  Upon the occurrence of
any of the circumstances described in this paragraph, the Company will deliver
an Officers’ Certificate to the Trustee instructing the Trustee to issue
Securities without restricted legends.


 


(v)                                 Upon
the consummation of a Private Exchange with respect to the Initial Securities
or Additional Securities pursuant to which Holders of such Initial Securities
or Additional Securities are offered Private Exchange Securities in exchange
for their Initial Securities or Additional Securities, as the case may be, all
requirements pertaining to  such Initial
Securities that Initial Securities issued to certain Holders be issued in
global form will continue to apply, and Private Exchange Securities in global
form with, to the extent required by applicable law, the Restricted Securities
Legend set forth in Appendix I hereto will be available to Holders that
exchange such Initial Securities or Additional Securities in such Private Exchange.


 


(vi)                              Upon
a sale or transfer after the expiration of the Distribution Compliance Period
of any Initial Security acquired pursuant to Regulation S, all requirements
that such Initial Security bear any Restricted Securities Legend shall cease to
apply and the requirements requiring any such Initial Security be issued in
global form shall continue to apply.


 


(f)                                    Cancellation or Adjustment of Global Security.  At such time as all beneficial interests in a
Global Security have either been exchanged for certificated or Definitive
Securities, redeemed, repurchased or canceled, such Global Security shall be
returned by the Depository to the Trustee for cancellation or retained and
canceled by the Trustee.  At any time prior
to such cancellation, if any beneficial interest in a Global Security is
exchanged for certificated or Definitive Securities, redeemed, repurchased or
canceled, the principal amount of Securities represented by such Global
Security shall be reduced and an adjustment shall be made  on the books and records of the Trustee (if
it is then the Securities Custodian for such Global.  Security) with respect to such Global
Security, by the Trustee or the Securities Custodian, to reflect such
reduction.


 


(g)                                 Obligations
with Respect to Transfers and Exchanges of Securities.


 


(i)                                     To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate certificated Securities, Definitive Securities
and Global Securities at the Registrar’s or co-registrar’s request.


 


A-10

















 


(ii)                                  No
service charge shall be made for any registration of transfer or exchange, but
the Company or the Trustee may require payment of a sum sufficient to cover any
transfer tax, assessments, or similar governmental charge payable in connection
therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchange or registration of transfer pursuant
to Sections 3.06, 4.10 and 9.05 of this Indenture).


 


(iii)                               The
Registrar or co-registrar shall not be required to register the transfer of or
exchange of any Security for a period beginning 15 days before the mailing of a
notice of redemption or an offer to repurchase Securities or 15 days before an
interest payment date.


 


(iv)                              Prior
to the due presentation for registration of transfer of any Security, the
Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may
deem and treat the person in whose name a Security is registered as the
absolute owner of such Security for the purpose of receiving payment of
principal of and interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Company,
the Trustee, the Paying Agent, the Registrar or any co-registrar shall be
affected by notice to the contrary.


 


(v)                                 All
Securities issued upon any registration of transfer or exchange pursuant to the
terms of this Indenture shall evidence the same debt and shall be entitled to
the same benefits under this Indenture as the Securities surrendered upon such
registration of transfer or exchange.


 


(h)                                 No
Obligation of the Trustee.


 


(i)                                     The
Trustee shall have no responsibility or obligation to any beneficial owner of a
Global Security, a member of, or a participant in the Depository or any other
Person with respect to the accuracy of the records of the Depository or its
nominee or of any participant or member thereof, with respect to any ownership
interest in the Securities or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than the Depository) of any
notice (including any notice of redemption or repurchase) or the payment of any
amount, under or with respect to such Securities.  All notices and communications to be given to
the Holders and all payments to be made to Holders under the Securities shall
be given or made only to the registered Holders (which shall be the Depository
or its nominee in the case of a Global Security).  The rights of beneficial owners in any Global
Security shall be exercised only through the Depository subject to the
applicable rules and procedures of the Depository.  The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect
to its members, participants and any beneficial owners.


 


(ii)                                  The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any
Security (including any transfers between or among Depository participants,
members or beneficial owners in any Global Security) other than to require
delivery of such


 


A-11

















 


certificates
and other documentation or evidence as are expressly required by, and to do so
if and when expressly required by, the terms of this Indenture, and to examine
the same to determine substantial compliance as to form with the express
requirements hereof.


 


2.4                                 Certificated
Securities.


 


(a)                                  Any Global Security
deposited with the Depository or with the Trustee as Securities Custodian
pursuant to Section 2.1(b) shall be transferred to the beneficial
owners thereof in the form of certificated Securities in an aggregate principal
amount equal to the principal amount of such Global Security, in exchange for
such Global Security, only if (i) the Depository notifies the Company that
it is unwilling or unable to continue as a Depository for such Global Security
or if at any time the Depository ceases to be a “clearing agency” registered
under the Exchange Act, and a successor depositary is not appointed by the
Company within 90 days of such notice, or (ii) a Default or an Event of
Default has occurred and is continuing under the Indenture or (iii) the
Company, in its sole discretion, notifies the Trustee in writing that it elects
to cause the issuance of certificated Securities under this Indenture.


 


(b)                                 Any Global Security that
is transferable to the beneficial owners thereof pursuant to this Section 2.4
shall be surrendered by the Depository to the Trustee located in the Borough of
Manhattan, The City of New York, to be so transferred, in whole or from time to
time in part, without charge (although the Company may require payment of a sum
sufficient to cover any tax or governmental charge imposed in connection
therewith), and the Trustee shall authenticate and deliver, upon such transfer
of each portion of such Global Security, an equal aggregate principal amount of
certificated Securities of authorized denominations.  Certificated Securities issued in exchange for
any portion of a Global Security transferred pursuant to this Section shall
be executed, authenticated and delivered only in denominations of $1,000 and
any integral multiple thereof and registered in such names as the Depository
shall direct.  Any certificated Initial
Security delivered in exchange for an interest in the Global Security shall,
except as otherwise provided by Section 2.3(c), bear the restricted
securities legend set forth in Appendix I hereto.


 


(c)                                  The registered Holder
of a Global Security may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent
Members, to take any action that a Holder is entitled to take under this
Indenture or the Securities.


 


(d)                                 In the event of the
occurrence of any of the events specified in Section 2.4(a)(i), (ii) or
(iii), the Company will promptly make available to the Trustee a reasonable
supply of certificated Securities in definitive, fully registered form without
interest coupons.


 


A-12

















 


APPENDIX I

To EXHIBIT A


 


[FORM OF FACE
OF INITIAL SECURITY]

[Global Securities Legend]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO.  OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO  TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF.


 


[Transfer
Restricted Securities Legend]


 


THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY
NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.


 


THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF
THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES
THE TRUSTEE WITH A SIGNED


 


A-13

















 


LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH
CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (V) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


[Regulation S
Legend]


 


THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE
SECURITIES ACT.


 


 [Definitive Securities Legend]


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL
DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT
THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


A-14

















 


[FORM OF FACE
OF INITIAL SECURITY]


 


11% Senior
Subordinated Notes due 2016


 


	
  No. R-

  	
  CUSIP No.

  
	
   

  	
  ISIN

  



 


AMC ENTERTAINMENT INC., a Delaware corporation,
promises to pay to Cede & Co., or registered assigns, the principal
sum of                        
Dollars (         ) on February 1,
2016.


 


Interest Payment Dates: February 1 and August 1,
commencing August 1, 2006.


 


Record Dates:  January 15
and July 15.


 


A-15

















 


IN WITNESS WHEREOF, the parties have caused this
instrument to be duly executed as of the         th
day of                         ,
        .


 


	
   

  	
  AMC ENTERTAINMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


 


 


HSBC BANK USA, NATIONAL

ASSOCIATION as Trustee, certifies that

this is one of the Securities referred to in the

Indenture.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 


Additional provisions of
this Security are set forth on the other side of this Security.


 


A-16

















 


[FORM OF
REVERSE SIDE OF INITIAL SECURITY]


 


11%
Senior Subordinated Note due 2016


 


1.                                       Interest. (a).  AMC
Entertainment Inc., a Delaware corporation (the “Company”), promises to
pay interest on the principal amount of this Security at the rate per annum
shown above.  The Company will pay
interest semiannually, in arrears, on February 1 and August 1 of each
year, commencing                     ,
        , in immediately available
funds.  Interest on the Securities will accrue
from the most recent date to which interest has been paid or, if no interest
has been paid, from the date of issuance.  Interest shall be computed on the basis of a
360-day year of twelve 30-day months.  The Company shall pay interest on overdue
principal at the rate borne by the Securities plus 1% per annum, and it shall
pay interest on overdue installments of interest at the rate borne by the
Securities to the extent lawful.


 


(b)                                 [Special Interest.  The
holder of this Security is entitled to the benefits of a Registration Rights
Agreement, dated as of January 26, 2006, between the Company, the Guarantors
and the Initial Purchasers named therein (the “Registration Rights Agreement”).
 The Special Interest (as defined in the
Registration Rights Agreement), if any, will be payable in cash semiannually in
arrears each February 1 and August 1, in immediately available funds.](1)


 


2.                                       Method of Payment


 


The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are registered holders of
Securities at the close of business on the January 15 or July 15 next
preceding the interest payment date even if Securities are canceled after the
record date and on or before the interest payment date.  Holders must surrender Securities to a Paying
Agent to collect principal payments.  The
Company will pay principal and interest in money of the United States of
America that at the time of payment is legal tender for payment of public and
private debts.  Payments in respect of
the Securities represented by a Global Security (including principal, premium
and interest) will be made by wire transfer of immediately available funds to
the accounts specified by The Depository Trust Company.  The Company will make all payments in respect
of a certificated Security (including principal, premium and interest) by
mailing a check to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at
least $1,000,000 aggregate principal amount of Securities, by wire transfer to
a U.S. dollar account maintained by the payee with a bank in the United States
if such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).


 


3.                                       Paying Agent and Registrar


 


Initially, HSBC Bank USA, National Association, a
national banking association (the “Trustee”), will act as Paying Agent
and Registrar.  The Company may appoint
and change


 






(1)  Section 1(b) to be included only in Initial
Securities.


 


A-17

















 


any Paying Agent, Registrar or co-registrar without
notice.  The Company or any of its
domestic Wholly Owned Subsidiaries may act as Paying Agent, Registrar or
co-registrar.


 


4.                                       Indenture


 


The Company issued the Securities under an Indenture
dated as of January 26, 2006 (the “Indenture”), between the Company
and the Trustee.  The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. 77aaa-77bbbb)
as in effect on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture.  The Securities are subject to all such terms,
and Holders are referred to the Indenture and the TIA for a statement of those
terms.


 


The Securities are senior unsecured obligations of the
Company and can be issued in an initial amount of up to $325,000,000 and
additional amounts as part of the same series or new series under the Indenture
which are unlimited (subject to Sections 2.01 and 2.10 of the Indenture).  The Indenture imposes certain limitations on
the ability of the Company and its Subsidiaries to, among other things, incur
additional indebtedness, pay dividends or make distributions in respect of
their capital stock, purchase or redeem capital stock, enter into transactions
with stockholders or certain affiliates, create liens or consolidate, merge or
sell all or substantially all of the Company’s assets, other than in certain
transactions between the Company and one or more of its Wholly Owned
Subsidiaries.  These limitations are
subject to significant exceptions.


 


5.                                       Optional Redemption


 


Except as set forth below, the Securities may not be
redeemed prior to February 1, 2011.  On and after that date, the Company may redeem
the Securities in whole at any time or in part from time to time at the
following redemption prices (expressed in percentages of principal amount),
plus accrued and unpaid interest, if any, to the redemption date (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date that is on or prior to the date of
redemption), if redeemed during the 12-month period beginning on or after February 1
of the years set forth below:


 


	
  Period

  	
   

  	
  Redemption Price

  	
   

  
	
  2011

  	
   

  	
  105.500

  	
  %

  
	
  2012

  	
   

  	
  103.667

  	
  %

  
	
  2013

  	
   

  	
  101.833

  	
  %

  
	
  2014 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


Prior to February 1, 2009, the Company may on any
one or more occasions redeem up to 35% of the original aggregate principal
amount of the Securities with the Net Cash Proceeds of one or more Equity
Offerings at a redemption price of 111.000% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the redemption date (subject to
the right of holders of record on the relevant record date to receive interest
due on the relevant interest payment date); provided that


 


A-18

















 


(1)                                  at
least 65% of the original aggregate principal amount of the Securities remains
outstanding after each such redemption; and


 


(2)                                  the
redemption occurs within 90 days after the closing of such Equity Offering.


 


6.                                       Sinking Fund


 


The Securities are not subject to any sinking fund.


 


7.                                       Notice of Redemption


 


Notice of redemption will be mailed by first class
mail at least 30 days but not more than 60 days before the redemption date to
each Holder of Securities to be redeemed at its registered address.  Securities in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000.  If money sufficient to pay the redemption
price of and accrued interest on all Securities (or portions thereof) to be
redeemed on the redemption date is deposited with the Paying Agent on or before
the redemption date and certain other conditions are satisfied, on and after
such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.


 


8.                                       Subordination


 


The Securities are subordinated to Senior Indebtedness
of the Company.  To the extent provided
in the Indenture, Senior Indebtedness of the Company must be paid before the
Securities may be paid.  The Company
agrees, and each Holder by accepting a Security agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.


 


9.                                       Repurchase of Securities at the Option of Holders upon Change of
Control


 


Upon a Change of Control, the Company will be required
to make an offer, subject to certain conditions specified in the Indenture, to
repurchase all the Securities of each Holder at a purchase price equal to 101%
of the principal amount of Securities to be repurchased plus accrued and unpaid
interest, if any, to the date of purchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the interest
payment date that is on or prior to the date of purchase) as provided in, and
subject to the terms of, the Indenture.


 


10.                                 Denominations; Transfer; Exchange


 


The Securities are in registered form without coupons
in denominations of $1,000 and whole multiples of $1,000.  A Holder may transfer or exchange Securities
in accordance with the Indenture.  Upon
any transfer or exchange, the Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements or transfer documents
and to pay any taxes required by law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be
redeemed) or to transfer or exchange


 


A-19

















 


any Securities for a period of 15 days prior to a
selection of Securities to be redeemed or 15 days before an interest payment
date.


 


11.                                 Persons Deemed Owners


 


The registered Holder of this Security may be treated
as the owner of it for all purposes.


 


12.                                 Unclaimed Money


 


If money for the payment of principal, premium or
interest remains unclaimed for two years, the Trustee or Paying Agent shall pay
the money back to the Company at its written request unless an abandoned
property law designates another Person.  After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.


 


13.                                 Discharge and Defeasance


 


Subject to certain conditions set forth in the
Indenture, the Company at any time may terminate some of or all its obligations
under the Securities and the Indenture if the Company deposits with the Trustee
money or Government Securities for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.


 


14.                                 Amendment, Waiver


 


Subject to certain exceptions set forth in the
Indenture, (i) the Indenture or the Securities may be amended without
prior notice to any Holder but with the written consent of the Holders of at
least a majority in aggregate principal amount of the outstanding Securities
and (ii) any default or noncompliance with any provision may be waived
with the written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Securities.  Subject
to certain exceptions set forth in the Indenture, without the consent of any
Holder of Securities, the Company and the Trustee may amend the Indenture or
the Securities: (i) to cure any ambiguity, omission, defect or inconsistency;
(ii) to comply with Article Five of the Indenture; (iii) to
provide for uncertificated Securities in addition to or in place of
certificated Securities; (iv) to add Guarantees with respect to the
Securities; (v) to secure the Securities; (vi) to add additional
covenants of the Company or to surrender rights and powers conferred on the
Company; (vii) to make any change that does not adversely affect the
rights of any Holder; (viii) to make certain changes in the subordination
provisions that would limit or terminate the benefits available to any holder
of Senior Indebtedness under such provisions; or (ix) to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA.


 


15.                                 Defaults and Remedies


 


If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Securities then outstanding, subject to certain limitations, may declare all
the Securities to be immediately due and payable.  Certain events of bankruptcy or insolvency are
Events of Default and shall result in the Securities being


 


A-20

















 


immediately due and payable upon the occurrence of
such Events of Default without any further act of the Trustee or any Holder.


 


Holders of Securities may not enforce the Indenture or
the Securities except as provided in the Indenture.  The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or
security.  Subject to certain
limitations, Holders of a majority in aggregate principal amount of the
Securities then outstanding may direct the Trustee in its exercise of any trust
or power under the Indenture.  The
Holders of a majority in aggregate principal amount of the Securities then
outstanding, by written notice to the Company and the Trustee, may rescind any
declaration of acceleration and its consequences if the rescission would not
conflict with any judgment or decree, and if all existing Events of Default
have been cured or waived except non-payment of principal or interest that has
become due solely because of the acceleration.


 


16.                                 Trustee Dealings with the Company


 


Subject to certain limitations imposed by the TIA, the
Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with and
collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.


 


17.                                 No Recourse Against Others


 


A director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation.  By accepting a Security, each Holder waives
and releases all such liability.  The
waiver and release are part of the consideration for the issue of the Securities.


 


18.                                 Authentication


 


This Security shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the
certificate of authentication on the other side of this Security.


 


19.                                 Abbreviations


 


Customary abbreviations may be used in the name of a Holder
or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).


 


20.                                 Governing Law


 


THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


A-21

















 


21.                                 ISINs and CUSIP Numbers


 


Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
ISINs and/or CUSIP numbers to be printed on the Securities and has directed the
Trustee to use ISINs and/or CUSIP numbers in notices of redemption as a convenience
to Holders.  No representation is made as
to the accuracy of such numbers either as printed on the Securities or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


 


A Holder of Securities may upon written request and
without charge to the Holder receive a copy of the Indenture which has in it
the text of this Security.  Requests may
be made to: Kevin M. Connor, General Counsel, 920 Main Street, Kansas City,
Missouri 64105-1977.


 


A-22

















 


ASSIGNMENT
FORM


 


To assign this Security, fill in the form below: I or
we assign and transfer this Security to


 


	
   

  
	
  (Print or type assignee’s name, address and zip
  code)

  
	
   

  
	
   

  
	
  (Insert assignee’s soc. sec. or tax I.D. No.)

  



 


and irrevocably appoint                                 
agent to transfer this Security on the books of the Company.  The agent may substitute another to act for
him.


 


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Your Signature:

  	
   

  	
   

  
				



 


Sign exactly as your name appears on the other side of
this Security.


 


A-23

















 


In connection with any transfer of any of the
Securities evidenced by this certificate occurring prior to the expiration of
the period referred to in Rule 144(k) under the Securities Act after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such Securities are being transferred in
accordance with its terms:


 


CHECK ONE BOX
BELOW


 


o                 (1) to the
Company; or


 


o                 (2) pursuant
to an effective registration statement under the Securities Act of 1933; or


 


o                 (3) to a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act of
1933) that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that such transfer is being made in
reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A
under the Securities Act of 1933; or


 


o                 (4) outside
the United States in an offshore transaction within the meaning of Regulation S
under the Securities Act in compliance with Rule 904 under the Securities
Act of 1933; or


 


o                 (5) to an
institutional “accredited investor” (as defined in Rule 501(a)(1), (2),  (3) or (7) under the Securities Act
of 1933) that is acquiring at least $250,000 in principal amount of the
Securities and that has furnished to the Trustee a signed letter containing
certain representations and agreements (the form of which letter can be
obtained from the Trustee or the Company); or


 


o                 (6) pursuant
to another available exemption from registration provided by Rule 144
under the Securities Act of 1933.


 


Unless one of the boxes is checked, the Trustee will
refuse to register any of the Securities evidenced by this certificate in the
name of any person other than the registered holder thereof; provided, however, that
if box (4), (5) or (6) is checked, the Trustee may require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and
other information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  	
   

  
							



 


Signature must be guaranteed
by a participant in a recognized signature guaranty medallion program or other
signature guarantor acceptable to the Trustee.


 


A-24

















 


[TO BE
ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL SECURITY


 


The initial principal amount of this Global Security
is $        .  The following increases or decreases in this
Global Security have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease

  in Principal Amount

  of this Global

  Security

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global

  Security

  	
   

  	
  Principal amount

  of this Global

  Security

  following such

  decrease or

  increase

  	
   

  	
  Signature of

  authorized signatory

  of Trustee or

  Securities Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-25

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Security purchased
by the Company pursuant to Section 4.10 (Change of Control) of the
Indenture, check the box:  o


 


If you want to elect to have only part of this
Security purchased by the Company pursuant to Section 4.10 of the
Indenture, state the amount:


 


$                                                


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  



 


(Sign exactly as your name appears on the other side
of the Security)


 


	
  Signature Guarantee:

  	
   

  	
   

  



 


Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or other signature guarantor
acceptable to the Trustee.


 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS
CHECKED.


 


The undersigned represents and warrants that it is
purchasing this Security for its own account or an account with respect to
which it exercises sole investment discretion and that it and any such account
is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, and is aware that the sale to it is
being made in reliance on Rule 144A and acknowledges that it has received
such information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s
foregoing representations in order to claim the exemption from registration
provided by Rule 144A.


 


	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  



 


A-26

















 


EXHIBIT B


 


Form Of
Certificate To Be Delivered

In Connection With Transfers To IAI


 


AMC Entertainment Inc.


 


In care of


 


[                                            ]


[                                            ]


[                                            ]


 


Ladies and Gentlemen:


 


This certificate is delivered to request a transfer of
$[       ] principal amount of the 11% Senior Subordinated
Notes due 2016 (the “Securities”) of AMC Entertainment Inc. (the “Company”).


 


Upon transfer, the Securities would be registered in
the name of the new beneficial owner as follows:


 


Name:                                 


 


Address:                             


 


Taxpayer ID Number:                                           


 


The undersigned represents and warrants to you that:


 


1.                                       We
are an institutional “accredited investor” (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities
Act”), purchasing for our own account or for the account of such an
institutional “accredited investor” at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for
offer or sale in connection with, any distribution in violation of the
Securities Act.  We have such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of our investment in the Securities, and we invest in or
purchase securities similar to the Securities in the normal course of our
business.  We, and any accounts for which
we are acting, are each able to bear the economic risk of our or its
investment.


 


2.                                       We
understand that the Securities have not been registered under the Securities
Act and, unless so registered, may not be sold except as permitted in the
following sentence.  We agree on our own
behalf and on behalf of any investor account for which we are purchasing
Securities to offer, sell or otherwise transfer such Securities prior to the
date that is two years after the later of the date of original issue and the
last date on which the Company or any affiliate of the Company was the owner of
such Securities (or any predecessor thereto) (the “Resale Restriction
Termination Date”) only (a) to the Company, (b) pursuant to a
registration statement that has been declared effective under the Securities
Act, (c) in a transaction


 


B-1

















 


complying with the requirements of Rule 144A
under the Securities Act (“Rule 144A”), to a person we reasonably
believe is a qualified institutional buyer under Rule 144A (a “QIB”)
that is purchasing for its own account or for the account of a QIB and to whom
notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant
to offers and sales that occur outside the United States within the meaning of
Regulation S under the Securities Act, (e) to an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under
the Securities Act that is purchasing for its own account or for the account of
such an institutional “accredited investor,” in each case in a minimum
principal amount of Securities of $250,000, or (f) pursuant to any other
available exemption from the registration requirements of the Securities Act,
subject in each of the foregoing cases to any requirement of law that the
disposition of our property or the property of such investor account or
accounts be at all times within our or their control and in compliance with any
applicable state securities laws.  The
foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date.  If any
resale or other transfer of the Securities is proposed to be made pursuant to
clause (e) above prior to the Resale Restriction Termination Date, the
transferor shall deliver a letter from the transferee substantially in the form
of this letter to the Company and the Trustee, which shall provide, among other
things, that the transferee is an institutional “accredited investor” within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act and that it is acquiring such Securities for investment purposes
and not for distribution in violation of the Securities Act. Each purchaser
acknowledges that the Company and the Trustee reserve the right prior to the
offer, sale or other transfer prior to the Resale Restriction Termination Date
of the Securities pursuant to clause (d), (e) or (f) above to require
the delivery of an opinion of counsel, certifications or other information
satisfactory to the Company and the Trustee.


 


	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  



 


B-2

















 


EXHIBIT C


 


Form of
Certificate To Be Delivered

in Connection with Transfers

Pursuant to Regulation S


 


HSBC Bank USA, National Association


452 Fifth Avenue


New York, NY 10018


Attention: Corporate Trust & Loan Agency


 


	
  Re:

  	
  AMC Entertainment Inc.
  (the “Company”) 11% Senior Subordinated

  
	
   

  	
  Notes due 2016 (the “Securities”)

  



 


Ladies and Gentlemen:


 


In connection with our proposed sale of $[     ]
aggregate principal amount of the Securities, we confirm that such sale has
been effected pursuant to and in accordance with Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, we represent that:


 


(1)                                  the
offer of the Securities was not made to a person in the United States;


 


(2)                                  either
(a) at the time the buy offer was originated, the transferee was outside
the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States, or (b) the transaction
was executed in, on or through the facilities of a designated offshore
securities market and neither we nor any person acting on our behalf knows that
the transaction has been prearranged with a buyer in the United States;


 


(3)                                  no
directed selling efforts have been made in the United States in contravention
of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;


 


(4)                                  the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act; and


 


(5)                                  we
have advised the transferee of the transfer restrictions applicable to the
Securities.


 


C-1

















 


You, the Company and counsel for the Company are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered hereby.
 Terms used in this certificate have the
meanings set forth in Regulation S.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  



 


C-2

















 


EXHIBIT D


 


FORM OF
SUPPLEMENTAL INDENTURE TO ADD GUARANTORS


 


This Supplemental Indenture, dated as of [              
      ], 20      
(this “Supplemental Indenture” or “Guarantee”), among [name of future Guarantor] (the “Subsidiary Guarantor”),
AMC Entertainment Inc. (together with its successors and assigns, the “Company”),
each other then existing Guarantor under the Indenture referred to below, and
HSBC Bank USA, National Association, as Trustee under the Indenture referred to
below.


 


W I T N
E S S E T H:


 


WHEREAS, the Company, the Guarantors and the Trustee
have heretofore executed and delivered an Indenture, dated as of January 26,
2006 (as amended, supplemented, waived or otherwise modified, the “Indenture”),
providing for the issuance of 11% Senior Subordinated Notes due 2016 of the Company
(the “Securities”);


 


WHEREAS, Section 4.09 of the Indenture provides that
the Company is required to cause each Subsidiary that Guarantees obligations
under the New Credit Facility, the Existing Notes or other Indebtedness of the
Company or any of its Guarantors to execute and deliver to the Trustee a
supplemental indenture pursuant to which such Subsidiary will unconditionally
Guarantee, on a joint and several basis with the other Guarantors, the full and
prompt payment of the principal of, premium, if any, and interest on the
Securities on a senior basis; and


 


WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee, the Company and the Guarantors are authorized to
execute and deliver this Supplemental Indenture to amend or supplement the Indenture,
without the consent of any Holder;


 


NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Subsidiary Guarantor, the Company, the other Guarantors and
the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Securities as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.1                          Defined Terms.  As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined, except that the term “Holders” in this Guarantee
shall refer to the term “Holders” as defined in the Indenture and the
Trustee acting on behalf or for the benefit of such Holders.  The words “herein,” “hereof” and “hereby” and
other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.


 


D-1

















 


ARTICLE II


 


Agreement
to be Bound; Guarantee


 


SECTION 2.1                          Agreement to be Bound.
 The Subsidiary Guarantor hereby becomes
a party to the Indenture as a Guarantor and as such will have all of the rights
and be subject to all of the obligations and agreements of a Guarantor under
the Indenture.  The Subsidiary Guarantor
agrees to be bound by all of the provisions of the Indenture applicable to a
Guarantor and to perform all of the obligations and agreements of a Guarantor
under the Indenture.


 


SECTION 2.2                          Guarantee.  The Subsidiary Guarantor agrees, on a joint
and several basis with all the existing Guarantors, to fully, unconditionally
and irrevocably Guarantee to each Holder of the Securities and the Trustee the
Guarantor Obligations pursuant to Article Ten of the Indenture on a senior
basis.


 


ARTICLE III


 


Miscellaneous


 


SECTION 3.1                          Notices.  All notices and other communications to the
Subsidiary Guarantor shall be given as provided in the Indenture to the
Subsidiary Guarantor, at its address set forth below, with a copy to the
Company as provided in the Indenture for notices to the Company.


 


SECTION 3.2                          Parties.  Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental 
indenture or the Indenture or any provision herein or therein contained.


 


SECTION 3.3                          Governing Law.  This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York.


 


SECTION 3.4                          Ratification of Indenture;
Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.


 


SECTION 3.5                          Trustee not Responsible.
 The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this
[First] Supplemental Indenture or for or in respect of the recitals contained
herein, all of which are made solely by the Company and the Guarantors.


 


SECTION 3.6                          Counterparts.  The parties hereto may sign one or more copies
of this Supplemental Indenture in counterparts, all of which together shall
constitute one and the same agreement.


 


D-2

















 


SECTION 3.7                          Headings.  The headings of the Articles and the Sections
in this Guarantee are for convenience of reference only and shall not be deemed
to alter or affect the meaning or interpretation of any provisions hereof.


 


D-3

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed as of the date first above written.


 


	
   

  	
  [GUARANTOR],

  
	
   

  	
  as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
  [Address]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION, as

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS LISTED ON
  SCHEDULE I TO THIS INDENTURE,

  as Guarantors

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOWNTOWN BOSTON CINEMAS, LLC

  
	
   

  	
  LOEWS NORTH VERSAILLES CINEMAS, LLC

  
	
   

  	
  LOEWS PLAINVILLE CINEMAS, LLC

  
	
   

  	
  METHUEN CINEMAS, LLC

  
	
   

  	
  OHIO CINEMAS, LLC

  
	
   

  	
  RICHMOND MALL CINEMAS, LLC

  
	
   

  	
  SPRINGFIELD CINEMAS, LLC

  
	
   

  	
  WATERFRONT CINEMAS, LLC,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLITT THEATRES, INC., as
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
						



 


D-4

















 


	
   

  	
  GATEWAY CINEMAS, LLC

  
	
   

  	
  LEWISVILLE CINEMAS, LLC

  
	
   

  	
  LOEWS GARDEN STATE CINEMAS, LLC,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
  By:

  	
  RKO CENTURY WARNER
  THEATRES, INC., as Sole

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LOEWS CINEPLEX U.S. CALLCO, LLC,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LOEWS CINEPLEX THEATRES,
  INC., as Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  LOEKS-STAR PARTNERS,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  STAR THEATRES OF MICHIGAN,
  INC., as General

  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  MAGIC JOHNSON
  THEATRES LIMITED PARTNERSHIP,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  S & J THEATRES, INC., as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


D-5

















 


Schedule I


 


AMC
Card Processing Services, Inc.


AMC
Entertainment International, Inc.


AMC-GCT, Inc.


AMC
Realty, Inc.


American
Multi-Cinema, Inc.


Centertainment, Inc.


Club
Cinema of Mazza, Inc.


GCT
Pacific Beverage Services, Inc.


National
Cinema Network, Inc.


Premium
Cinema of Yorktown, Inc.


Premium
Theater of Framingham, Inc.


Premium
Theatre of Mayfair, Inc.


71st &
3rd Ave. Corp


Brick
Plaza Cinemas, Inc.


Cityplace
Cinemas, Inc


Crescent
Advertising Corporation


Crestwood
Cinemas, Inc.


Eton
Amusement Corporation


Fall
River Cinema, Inc.


Farmers
Cinemas, Inc.


Forty-Second
Street Cinemas, Inc.


Fountain
Cinemas, Inc.


Hawthorne
Amusement Corporation


Hinsdale
Amusement Corporation


Illinois
Cinemas, Inc.


Jersey
Garden Cinemas, Inc.


Kips
Bay Cinemas, Inc.


Lance
Theatre Corporation


LCE
AcquisitionSub, Inc.


LCE
Mexican Holdings, Inc.


Liberty
Tree Cinema Corp.


Loeks
Acquisition Corp.


Loews
Akron Cinemas, Inc.


Loews
Arlington Cinemas, Inc.


Loews
Arlington West Cinemas, Inc.


Loews
Astor Plaza, Inc.


Loews
Baltimore Cinemas, Inc.


Loews
Bay Terrace Cinemas, Inc.


Loews
Berea Cinemas, Inc.


Loews
Boulevard Cinemas, Inc.


Loews
Bristol Cinemas, Inc.


Loews
Broadway Cinemas, Inc.


Loews
California Theatres, Inc.


Loews
Centerpark Cinemas, Inc.


 


D-6

















 


Loews
Century Mall Cinemas, Inc.


Loews
Cheri Cinemas, Inc.


Loews
Cherry Tree Mall Cinemas, Inc.


Loews
Chicago Cinemas, Inc.


Loews
Cineplex Entertainment Gift Card Corporation


Loews
Cineplex International Holdings, Inc.


Loews
Cineplex Theatres Holdco, Inc.


Loews
Cineplex Theatres, Inc.


Loews
Citywalk Theatre Corporation


Loews
Connecticut Cinemas, Inc.


Loews
Crystal Run Cinemas, Inc.


Loews
Deauville North Cinemas, Inc.


Loews
East Hanover Cinemas, Inc.


Loews
East Village Cinemas, Inc.


Loews
Elmwood Cinemas, Inc.


Loews
Fort Worth Cinemas, Inc.


Loews
Freehold Mall Cinemas, Inc.


Loews
Fresh Pond Cinemas, Inc.


Loews
Greenwood Cinemas, Inc.


Loews
Houston Cinemas, Inc.


Loews
Lafayette Cinemas, Inc.


Loews
Levittown Cinemas, Inc.


Loews
Lincoln Plaza Cinemas, Inc.


Loews
Lincoln Theatre Holding Corp.


Loews
Meadowland Cinemas 8, Inc.


Loews
Meadowland Cinemas, Inc.


Loews
Merrillville Cinemas, Inc.


Loews
Montgomery Cinemas, Inc.


Loews
Mountainside Cinemas, Inc.


Loews
New Jersey Cinemas, Inc.


Loews
Newark Cinemas, Inc.


Loews
Orpheum Cinemas, Inc.


Loews
Palisades Center Cinemas, Inc.


Loews
Pentagon City Cinemas, Inc.


Loews
Piper’s Theaters, Inc.


Loews
Richmond Mall Cinemas, Inc.


Loews
Ridgefield Park Cinemas, Inc.


Loews
Rolling Meadows Cinemas, Inc.


Loews
Roosevelt Field Cinemas, Inc.


Loews
Stonybrook Cinemas, Inc.


Loews
Theatre Management Corp.


Loews
Theatres Clearing Corp.


Loews
Toms River Cinemas, Inc.


Loews
Trylon Theatre, Inc.


Loews
USA Cinemas Inc.


Loews
Vestal Cinemas, Inc.


 


D-7

















 


Loews
Washington Cinemas, Inc.


Loews
West Long Branch Cinemas, Inc.


Loews-Hartz
Music Makers Theatres, Inc.


LTM
New York, Inc.


LTM
Turkish Holdings, Inc.


Mid-States
Theatres, Inc.


Music
Makers Theatres, Inc.


New
Brunswick Cinemas, Inc.


Nickelodeon
Boston, Inc.


North
Star Cinemas, Inc.


Parkchester
Amusement Corporation


Parsippany
Theatre Corp.


Plitt
Southern Theatres, Inc.


Plitt
Theatres, Inc.


Poli-New
England Theatres, Inc.


Putnam
Theatrical Corporation


Red
Bank Theatre Corporation


RKO
Century Warner Theatres, Inc.


Rosemont
Cinemas, Inc.


S &
J Theatres, Inc.


Sack
Theatres, Inc.


Skokie
Cinemas, Inc.


South
Holland Cinemas, Inc.


Star
Theatres of Michigan, Inc.


Star
Theatres, Inc.


Stroud
Mall Cinemas, Inc.


Talent
Booking Agency, Inc.


The
Walter Reade Organization, Inc.


Theater
Holdings, Inc.


Thirty-Fourth
Street Cinemas, Inc.


U.S.A.
Cinemas, Inc.


Webster
Chicago Cinemas, Inc.


White
Marsh Cinemas, Inc.


Woodfield
Cinemas, Inc.


Woodridge
Cinemas, Inc.


 


D-8

















 


EXHIBIT E


 


SUBSIDIARY
GUARANTEE


 


Each of the undersigned (the “Guarantors”) hereby
jointly and severally unconditionally guarantees, to the extent set forth in
the Indenture dated as of January 26, 2006 by and among AMC Entertainment
Inc., a Delaware corporation, as issuer (the “Company”) and HSBC Bank
USA, National Association as Trustee (as amended, restated or supplemented from
time to  time, the “Indenture”),
and subject to the provisions of the Indenture, (a) the due and punctual  payment of the principal of, and premium, if
any, and interest on the Securities, when and as the same shall become due and
payable, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on overdue principal of, and premium and, to the
extent permitted by law, interest, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee, all in
accordance with the terms set forth in Article Eleven of the Indenture,
and (b) in case of any extension of time of payment or renewal of any
Securities or any of such other obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.


 


The obligations of the Guarantors to the Holders and
to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are
expressly set forth in Article Eleven and Article Twelve of the
Indenture, and reference is hereby made to the Indenture for the precise terms
and limitations of this Subsidiary Guarantee.  This Guarantee is subject to release as and to
the extent set forth in Sections 8.01, 8.02 and 11.03 of the Indenture.  Each Holder of the Security to which this
Subsidiary Guarantee is endorsed, by accepting such Security, agrees to and
shall be bound by such provisions. 
Capitalized terms used herein and not defined are used herein as so
defined in the Indenture.


 


[Signatures on Following Pages]


 


E-1

















 


IN
WITNESS WHEREOF, each of the Guarantors has caused this Subsidiary Guarantee to
be signed by a duly executed officer.


 


	
   

  	
  GUARANTORS LISTED ON
  SCHEDULE I TO THIS INDENTURE,

  as Guarantors

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOWNTOWN BOSTON CINEMAS, LLC

  
	
   

  	
  LOEWS NORTH VERSAILLES CINEMAS, LLC

  
	
   

  	
  LOEWS PLAINVILLE CINEMAS, LLC

  
	
   

  	
  METHUEN CINEMAS, LLC

  
	
   

  	
  OHIO CINEMAS, LLC

  
	
   

  	
  RICHMOND MALL CINEMAS, LLC

  
	
   

  	
  SPRINGFIELD CINEMAS, LLC

  
	
   

  	
  WATERFRONT CINEMAS, LLC,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLITT THEATRES, INC., as
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


	
   

  	
  GATEWAY CINEMAS, LLC

  
	
   

  	
  LEWISVILLE CINEMAS, LLC

  
	
   

  	
  LOEWS GARDEN STATE CINEMAS, LLC,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
  By:

  	
  RKO CENTURY WARNER
  THEATRES, INC., as Sole

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


E-2

















 


	
   

  	
  LOEWS CINEPLEX U.S. CALLCO, LLC,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  LOEWS CINEPLEX THEATRES,
  INC., as Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  LOEKS-STAR PARTNERS,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  STAR THEATRES OF MICHIGAN,
  INC., as General

  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  MAGIC JOHNSON
  THEATRES LIMITED PARTNERSHIP,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  S & J THEATRES, INC., as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


E-3

















 


Schedule I


 


AMC
Card Processing Services, Inc.


AMC
Entertainment International, Inc.


AMC-GCT, Inc.


AMC
Realty, Inc.


American
Multi-Cinema, Inc.


Centertainment, Inc.


Club
Cinema of Mazza, Inc.


GCT
Pacific Beverage Services, Inc.


National
Cinema Network, Inc.


Premium
Cinema of Yorktown, Inc.


Premium
Theater of Framingham, Inc.


Premium
Theatre of Mayfair, Inc.


71st &
3rd Ave. Corp


Brick
Plaza Cinemas, Inc.


Cityplace
Cinemas, Inc


Crescent
Advertising Corporation


Crestwood
Cinemas, Inc.


Eton
Amusement Corporation


Fall
River Cinema, Inc.


Farmers
Cinemas, Inc.


Forty-Second
Street Cinemas, Inc.


Fountain
Cinemas, Inc.


Hawthorne
Amusement Corporation


Hinsdale
Amusement Corporation


Illinois
Cinemas, Inc.


Jersey
Garden Cinemas, Inc.


Kips
Bay Cinemas, Inc.


Lance
Theatre Corporation


LCE
AcquisitionSub, Inc.


LCE
Mexican Holdings, Inc.


Liberty
Tree Cinema Corp.


Loeks
Acquisition Corp.


Loews
Akron Cinemas, Inc.


Loews
Arlington Cinemas, Inc.


Loews
Arlington West Cinemas, Inc.


Loews
Astor Plaza, Inc.


Loews
Baltimore Cinemas, Inc.


Loews
Bay Terrace Cinemas, Inc.


Loews
Berea Cinemas, Inc.


Loews
Boulevard Cinemas, Inc.


Loews
Bristol Cinemas, Inc.


Loews
Broadway Cinemas, Inc.


Loews
California Theatres, Inc.


Loews
Centerpark Cinemas, Inc.


Loews
Century Mall Cinemas, Inc.


 


E-4

















 


Loews
Cheri Cinemas, Inc.


Loews
Cherry Tree Mall Cinemas, Inc.


Loews
Chicago Cinemas, Inc.


Loews
Cineplex Entertainment Gift Card Corporation


Loews
Cineplex International Holdings, Inc.


Loews
Cineplex Theatres Holdco, Inc.


Loews
Cineplex Theatres, Inc.


Loews
Citywalk Theatre Corporation


Loews
Connecticut Cinemas, Inc.


Loews
Crystal Run Cinemas, Inc.


Loews
Deauville North Cinemas, Inc.


Loews
East Hanover Cinemas, Inc.


Loews
East Village Cinemas, Inc.


Loews
Elmwood Cinemas, Inc.


Loews
Fort Worth Cinemas, Inc.


Loews
Freehold Mall Cinemas, Inc.


Loews
Fresh Pond Cinemas, Inc.


Loews
Greenwood Cinemas, Inc.


Loews
Houston Cinemas, Inc.


Loews
Lafayette Cinemas, Inc.


Loews
Levittown Cinemas, Inc.


Loews
Lincoln Plaza Cinemas, Inc.


Loews
Lincoln Theatre Holding Corp.


Loews
Meadowland Cinemas 8, Inc.


Loews
Meadowland Cinemas, Inc.


Loews
Merrillville Cinemas, Inc.


Loews
Montgomery Cinemas, Inc.


Loews
Mountainside Cinemas, Inc.


Loews
New Jersey Cinemas, Inc.


Loews
Newark Cinemas, Inc.


Loews
Orpheum Cinemas, Inc.


Loews
Palisades Center Cinemas, Inc.


Loews
Pentagon City Cinemas, Inc.


Loews
Piper’s Theaters, Inc.


Loews
Richmond Mall Cinemas, Inc.


Loews
Ridgefield Park Cinemas, Inc.


Loews
Rolling Meadows Cinemas, Inc.


Loews
Roosevelt Field Cinemas, Inc.


Loews
Stonybrook Cinemas, Inc.


Loews
Theatre Management Corp.


Loews
Theatres Clearing Corp.


Loews
Toms River Cinemas, Inc.


Loews
Trylon Theatre, Inc.


Loews
USA Cinemas Inc.


Loews
Vestal Cinemas, Inc.


Loews
Washington Cinemas, Inc.


 


E-5

















 


Loews
West Long Branch Cinemas, Inc.


Loews-Hartz
Music Makers Theatres, Inc.


LTM
New York, Inc.


LTM
Turkish Holdings, Inc.


Mid-States
Theatres, Inc.


Music
Makers Theatres, Inc.


New
Brunswick Cinemas, Inc.


Nickelodeon
Boston, Inc.


North
Star Cinemas, Inc.


Parkchester
Amusement Corporation


Parsippany
Theatre Corp.


Plitt
Southern Theatres, Inc.


Plitt
Theatres, Inc.


Poli-New
England Theatres, Inc.


Putnam
Theatrical Corporation


Red
Bank Theatre Corporation


RKO
Century Warner Theatres, Inc.


Rosemont
Cinemas, Inc.


S &
J Theatres, Inc.


Sack
Theatres, Inc.


Skokie
Cinemas, Inc.


South
Holland Cinemas, Inc.


Star
Theatres of Michigan, Inc.


Star
Theatres, Inc.


Stroud
Mall Cinemas, Inc.


Talent
Booking Agency, Inc.


The
Walter Reade Organization, Inc.


Theater
Holdings, Inc.


Thirty-Fourth
Street Cinemas, Inc.


U.S.A.
Cinemas, Inc.


Webster
Chicago Cinemas, Inc.


White
Marsh Cinemas, Inc.


Woodfield
Cinemas, Inc.


Woodridge
Cinemas, Inc.


 


E-6