Exhibit
10.1


AMENDMENT NO. 2


AMENDMENT
NO. 2, dated as of March 13, 2007 (this “Amendment”), by
and between AMC Entertainment Inc., a Delaware corporation (the “Company”), and Citicorp North America, Inc., as
administrative agent (in such capacity, the “Administrative
Agent”).


W I T N E S S E T
H:


WHEREAS,
the Company and the Administrative Agent are parties to that certain Credit
Agreement, dated as of January 26, 2006 (as amended, restated, modified or
otherwise supplemented, the “Credit Agreement”),
among the Company, Grupo Cinemex, S.A. de C.V., a corporation organized under
the laws of Mexico, Cadena Mexicana de Exhibición, S.A. de C.V., a corporation
organized under the laws of Mexico, the Lenders and Issuers party thereto, the
Administrative Agent and Banco Nacional de Mexico, S.A., Integrante del Grupo
Financiero Banamex, as Mexican Facility Agent; and


WHEREAS, subject to the terms and conditions set
forth herein, the Company has requested certain amendments to the Credit
Agreement;


NOW,
THEREFORE, in consideration of the foregoing, the parties hereto hereby agree
as follows:


1.             Defined
Terms.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Credit Agreement.


2.             Amendments.  Effective as of the Effective Date (as
defined below) and subject to the terms and conditions set forth herein, the
Credit Agreement shall be amended as follows:


(a)           Section 1.1 of the Credit Agreement
is amended by adding the following new definitions in the appropriate
alphabetical order:


“Amendment No. 2” means Amendment No. 2 to this Agreement,
dated as of March 13, 2007, between the Company and the Administrative Agent.


“Amendment No. 2 Effective Date” means the “Effective Date” (as defined in Amendment No. 2).


“Cure Amount” has the meaning specified in Section 9.5.


“Cure Right” has the meaning specified in Section 9.5.


“New Voting Agreement” means the Voting Agreement to be
entered into among Holdings and certain of the Permitted Sponsors, on
substantially the terms described in the Amendment No. 2 to Form S-1
Registration Statement filed by Holdings with the SEC on February 23, 2007
(registration number 333-139249), without amendment or modification thereof
(other than any such amendments or modifications that are not materially
adverse to the Lenders) unless consented to by the Administrative Agent (which
consent shall not be unreasonably withheld).


“Notice of Intent to Cure” has the meaning specified in Section 6.1(c).



   
 









 


“Permitted Cure Security”
means equity securities of the Company or Holdings (a) having no mandatory
redemption, repurchase, repayment or similar requirements prior to the date
which occurs six months after the Term Loan Maturity Date and (b) that are not
convertible into or exchangeable for (i) debt securities or (ii) any equity
securities that have mandatory redemption, repurchase, repayment or similar
requirements prior to the date which occurs six months after the Term Loan
Maturity Date and, in each case, upon which any required dividends or
distributions shall be payable in additional shares of such security only.


“Permitted Sponsor” means any member of the Apollo Group, the
J.P. Morgan Partners Group, the Bain Capital Group, the Carlyle Group or the
Spectrum Group.


“Senior Secured Indebtedness” means, with respect to any
Person at any time, without duplication, the outstanding principal amount (or
in the case of Indebtedness issued at discount, the accreted amount) of
Indebtedness of such Person and its Subsidiaries (determined on a Consolidated
basis) as of such time, excluding any subordinated Indebtedness and other
unsecured Indebtedness and any Capital Lease Obligation; provided,
however, that, in determining the amount
of Indebtedness of such Person for purposes of this definition, the amount of
Indebtedness of such Person consisting of Revolving Loans and any other
Indebtedness that consists of a revolving line of credit as of any date shall
be deemed to be the aggregate outstanding principal amount thereof on the last
day of each fiscal quarter ending during the four Fiscal Quarters most recently
ended on or prior to such date, divided by four (4).


“Senior Secured Leverage Ratio” means, with respect to any
Person, as of any date of determination, on a Pro Forma Basis, the ratio of (i)
Senior Secured Indebtedness of such Person and its Subsidiaries as of such date
to (ii) Annualized EBITDA for such Person and its Subsidiaries for the four
most recent Fiscal Quarters ended on such date for which financial statements
are available.


(b)           Section 1.1 of the Credit Agreement
is amended by deleting the following definitions in their entirety: “2010
Senior Note Indenture”, “2010 Senior Notes”, “2011 Subordinated Note Indenture”,
“2011 Subordinated Notes”, “2012 Subordinated Note Indenture” and “2012
Subordinated Notes”.


(c)           The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is
amended by amending and restating the definition in its entirety to read as
follows:


“‘Applicable Margin’ means a rate equal to:


(a)
with respect to Term Loans, (i) during the period commencing on the Amendment
No. 2 Effective Date and ending on the first Business Day after the receipt by
the Administrative Agent of the Financial Statements for the Fiscal Year ending
on or around March 31, 2008 required to be delivered pursuant to Section 6.1(b)
(Financial Statements), (A) for Base Rate Loans, 0.75% per annum and (B) for
Eurodollar Rate Loans, 1.75% per annum, and (ii) thereafter, as of any date of
determination, a per annum rate equal to the rate set forth below opposite the
applicable type of Term Loan and the then applicable Senior Secured Leverage
Ratio (determined on the last day of the most recent Fiscal Quarter for which
Financial Statements have been delivered pursuant to Section 6.1(a) or (b) (Financial
Statements)) set forth below:



 2
 









 


	
  Senior
  Secured Leverage Ratio

  	
   

  	
   

  	
   

  	
  Base Rate Loans

  	
   

  	
  Eurodollar Rate Loans

  
	
  Greater than 1.5
  to 1.0

  	
   

  	
  0.75%

  	
   

  	
  1.75%

  
	
  Less than or
  equal to 1.5 to 1.0

  	
   

  	
  0.50%

  	
   

  	
  1.50%

  



 


(b)
with respect to Revolving Dollar Loans and Peso Loans, (i) during the period
commencing on the Closing Date and ending on the first Business Day after the
receipt by the Administrative Agent of the Financial Statements for the first
full Fiscal Quarter ending after the Closing Date required to be delivered
pursuant to Section 6.1(a) or (b) (Financial Statements), as applicable, (A)
with respect to Revolving Dollar Loans maintained as (x) Base Rate Loans, a
rate equal to 0.75% per annum and (y) Eurodollar Rate Loans, a rate equal to
1.75% per annum, and (B) with respect to Peso Loans maintained as (x) Peso TIIE
Rate Loans, a rate equal to 1.75% per annum and (y) Peso Base Rate Loans, a
rate equal to 1.75% per annum, and (ii) thereafter, as of any date of
determination, a per annum rate equal to the rate set forth below opposite the
applicable type of Loan and the then applicable Net Senior Secured Leverage
Ratio (determined on the last day of the most recent Fiscal Quarter for which
Financial Statements have been delivered pursuant to Section 6.1(a) or (b)
(Financial Statements)) set forth below:




	
  

  	
   

  	
  Revolving Dollar Loans

  	
   

  	
  Peso Loans

  
	
  Net Senior Secured Leverage
  Ratio

  	
   

  	
   

  	
   

  	
  Base Rate

  Loans

  	
   

  	
  Eurodollar

  Rate Loans

  	
   

  	
  Peso TIIE 

  Rate Loans

  	
   

  	
  Peso Base 

  Rate Loans

  
	
  Greater than
  0.75 to 1.0

  	
   

  	
  0.75%

  	
   

  	
  1.75%

  	
   

  	
  1.75%

  	
   

  	
  1.75%

  
	
  Less than or
  equal to 0.75 to 1.0

  	
   

  	
  0.50%

  	
   

  	
  1.50%

  	
   

  	
  1.50%

  	
   

  	
  1.50%

  
											






 


Changes
in the Applicable Margin resulting from a change in the Senior Secured Leverage
Ratio or the Net Senior Secured Leverage Ratio on the last day of any
subsequent Fiscal Quarter shall become effective as to all Term Loans or
Revolving Loans, as applicable, upon delivery by the Company to the
Administrative Agent of new Financial Statements pursuant to Section 6.1(a) or
(b) (Financial Statements), as applicable. 
Notwithstanding anything to the contrary set forth in this Agreement
(including the then effective Senior Secured Leverage Ratio or Net Senior
Secured Leverage Ratio, as applicable), if the Company shall fail to deliver
such Financial Statements within any of the time periods specified in Section
6.1(a) or (b) (Financial Statements), the Applicable Margin from and including
the date on which such Financial Statements were required to have been
delivered but were not delivered to but not including the date the Company
delivers to the Administrative Agent such Financial Statements shall equal the
highest possible Applicable Margin provided for by this definition.”


(d)           The definition of “Applicable Unused Commitment Fee Rate” in Section 1.1 of the
Credit Agreement is amended by amending and restating the definition in its
entirety to read as follows:


“‘Applicable
Unused Commitment Fee Rate’ means 0.25% per annum.”


(e)           The definition of “Cash Equivalents” in Section 1.1 of the Credit Agreement is
amended by (i) deleting the “and” at the end of clause (f) thereof, (ii)
replacing the “.” at the end of clause (g) thereof with “; and” and (iii)
adding as a new clause (h) thereof the following:



 3
 









 


“(h)
auction rate securities issued by any domestic corporation or any domestic
government instrumentality, in each case rated at least “A-1” (or its
equivalent) by S&P or at least “P-1” (or its equivalent) by Moody’s
and maturing within six months of the date of acquisition (or with interest
rates or dividend yields that are re-set at least every 35 days).”


(f)            The definition of “Change of Control” in Section 1.1 of the Credit Agreement is
amended by amending and restating clause (b) thereof to read as follows:


“(b)         any “Change
of Control” (or any comparable term) as defined in any Indenture
(other than the Holdings Senior Note Indenture), the aggregate outstanding
principal amount of which is in excess of $25,000,000 (other than any “Change of Control” (or any comparable
term) resulting from the New Voting Agreement); or”


(g)           The definition of “Consolidated EBITDA” in Section 1.1 of the Credit Agreement
is amended by (i) deleting the “and” at the end of clause (xvi) thereof and
(ii) adding immediately following clause (xvii) thereof the following:


“and (xviii) for purposes of determining compliance
with Article V only, the Cure Amount, if any, received by the Company for such period and permitted to be included in
Consolidated EBITDA pursuant to Section 9.5”


(h)           The definition of “Net Indebtedness” in Section 1.1 of the Credit Agreement is
amended by adding immediately following clause (ii) thereof (but prior to the
proviso therein) the following: “(other than any amount that constitutes a Cure
Amount)”.


(i)            The definitions of “Senior Note Indenture”, “Senior Notes”, “Subordinated Note Indentures” and “Subordinated
Notes” in Section 1.1 of the Credit Agreement are amended by
deleting the references to “2010 Senior Note Indenture”, “2010 Senior Notes”, “2011
Subordinated Note Indenture”, “2011 Subordinated Notes”, “2012 Subordinated
Note Indenture” and “2012 Subordinated Notes” therein, as applicable.


(j)            Section 2.1(c)(i) of the Credit
Agreement is amended by replacing the reference to “$300,000,000” in clause (A)
of the proviso in the first sentence thereof with “$600,000,000”.


(k)           Section 3.2 of the Credit Agreement
is amended by adding immediately following the phrase “to Issue any Letter of
Credit” in each case where it appears the following: “(other than an extension
of the expiry, or renewal, of any Letter of Credit that does not increase the
maximum face amount of such Letter of Credit)”.


(l)            Section 6.1(a) of the Credit
Agreement is amended by adding immediately following the phrase “Within 45 days
after the end of each of the first three Fiscal Quarters of each Fiscal Year”
the following:  “(or, if the financial
statements required by this clause (a) are required to be filed with the SEC,
such other time period as specified in the SEC’s rules and regulations with
respect to the Company for the filing of its quarterly reports on Form 10-Q)”.


(m)          Section 6.1(b) of the Credit Agreement
is amended by adding immediately following the phrase “Within 90 days after the
end of each Fiscal Year” the following:  “(or,
if the financial statements required by this clause (b) are required to be
filed with the SEC, such other time period as specified in the SEC’s rules and
regulations with respect to the Company for the filing of its annual reports on
Form 10-K)”.



 4
 









 


(n)           Section 6.1(c) of the Credit
Agreement is amended by amending and restating the section in its entirety to
read as follows:


“(c)  Compliance Certificate. 
Together with each delivery of any Financial Statement pursuant to
clause (a) or (b) above, a certificate of a Responsible Officer of the Company
in substantially the form of Exhibit J (Form of Compliance Certificate) (each, a “Compliance Certificate”) (i) showing in reasonable detail
the calculations used in determining the Net Senior Secured Leverage Ratio and
the Senior Secured Leverage Ratio (for purposes of determining the Applicable
Margin) and demonstrating compliance with the financial covenant contained in Article V (Financial Covenant)
and (ii) stating that no Default or Event of Default has occurred and is
continuing or, if a Default or an Event of Default has occurred and is
continuing, stating the nature thereof and the action that the Company proposes
to take with respect thereto, and if such Compliance Certificate demonstrates an Event of Default of the covenant contained in Article V,
the Company may deliver together with such Compliance Certificate notice of its
intent to cure (a “Notice of Intent to Cure”)
such Event of Default pursuant to Section 9.5.”


(o)           Section 6.4 of the Credit Agreement
is amended by adding the following at the end of such section:


“Notwithstanding
the foregoing, the Company’s obligations under this Section 6.4 to provide such
notice and copies to the Administrative Agent may be satisfied by posting  the applicable documents (or providing a link
thereto) on the Company’s publicly available website on the Internet at the
website address designated in writing by the Company to the Administrative
Agent from time to time.”


(p)           Section 9.1(d) of the Credit
Agreement is amended by amending and restating clause (ii) thereof to read as
follows:


“(ii)  any term, covenant or agreement contained in Section 6.2(a) (Default Notices),
7.1 (Preservation of Corporate
Existence, Etc.) (solely with respect to the Loan Parties), 7.9 (Application of Proceeds),
or 7.11 (Additional
Collateral and Guaranties) or Article VIII (Negative Covenants); or”


(q)           Article IX of the Credit Agreement is
amended by adding the following as a new Section 9.5 thereof:


“Section 9.5          Right
to Cure


(a)           Notwithstanding anything to the
contrary contained in Section 9.1(d)(i), in the event that the Company fails to
comply with the requirements of the covenant set forth in Article V for any
period, at any time on or before the tenth day after the date of delivery of a
Notice of Intent to Cure by the Company to the Administrative Agent pursuant to
Section 6.1(c), the Company and Holdings shall have the right to issue
Permitted Cure Securities to any Permitted Sponsor for cash (the “Cure Right”), and upon the receipt by the Company (including
through capital contributions by Holdings to the Company) of such cash (the “Cure Amount”), the covenant set forth in Article V shall be
recalculated, giving effect to a pro forma increase to Consolidated EBITDA in
accordance with the definition thereof for the fiscal quarter for which such
Cure Right was exercised in an amount equal to such Cure Amount (and such
increase shall be included in each period that includes such fiscal quarter); provided, however, that
such pro forma adjustment to Consolidated EBITDA shall be given solely for the
purpose of determining the existence of a Default or an Event of Default under
the covenant set forth in Article V with 



 5
 









respect
to any period that includes the fiscal quarter for which such Cure Right was
exercised and not for any other purpose under any Loan Document.


(b)           If, after the exercise of the Cure
Right and the recalculations pursuant to clause (a) above, the Company shall
then be in compliance with the requirements of the covenant set forth in
Article V for such fiscal quarter, the Company shall be deemed to have
satisfied the requirements of the covenant set forth in Article V as of the
relevant date of determination with the same effect as though there had been no
failure to comply therewith at such date, and the applicable Default or Event
of Default under Section 9.1(d)(i) that had occurred shall be deemed cured; provided, however, that
(i) the Company may not exercise the Cure Right more than two times in any four
fiscal quarter period, (ii) with respect to any exercise of the Cure Right, the
Cure Amount shall be no greater than the amount required to cause the Company
to be in compliance with Article V and (iii) to the extent that the Cure Amount
proceeds are used to repay Indebtedness, such Indebtedness shall not be deemed
to have been repaid for purposes of calculating the covenant in Article V for
the period with respect to which such Cure Amount applies.”


3.             Conditions
to Effectiveness of this Amendment.  This Amendment shall become effective as of
the date the following conditions precedent have been satisfied (the “Effective Date”):


(a)           the Administrative Agent shall have
received (i) this Amendment, duly executed and delivered by the Company and the
Administrative Agent, (ii) the Affirmation of Guarantors, in the form attached
hereto as Annex A, duly executed and delivered by
each of the Guarantors, and (iii) Lender Consents, in the form attached hereto
as Annex B (the “Lender
Consents”), duly executed by the Lenders constituting the required
Lenders pursuant to Section 11.1 of the Credit Agreement;


(b)           the Administrative Agent shall have
received all accrued expenses of the Administrative Agent required to be paid
by the Company;


(c)           each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of the date hereof, as if
made on and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date; and


(d)           no Default or Event of Default shall
have occurred and be continuing on the date hereof.


4.             Representations
and Warranties.  The
Company hereby represents and warrants to the Administrative Agent and the
Lenders, on and as of the date hereof, that:


(a)           (i) The Company has taken all
necessary action to authorize the execution, delivery and performance of this
Amendment, (ii) this Amendment has been duly executed and delivered by the
Company and (iii) this Amendment is the legal, valid and binding obligation of
the Company, enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles.


(b)           Each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents is true
and correct in all material respects on and as of the date hereof, as if made
on and as of such date, except to the extent such representations and
warranties expressly relate to 



 6
 









an earlier date, in which
case such representations and warranties are true and correct in all material
respects as of such earlier date.


(c)           No Default or Event of Default has
occurred and is continuing as of the date hereof.


5.             Continuing
Effect.  Except as
expressly set forth in this Amendment, all of the terms and provisions of the
Credit Agreement and the other Loan Documents are and shall remain in full
force and effect and the Company and the other Loan Parties shall continue to
be bound by all of such terms and provisions. 
This Amendment is limited as specified herein and shall not constitute
an amendment or waiver of, or an indication of the Administrative Agent’s or
the Lenders’ willingness to amend or waive, any other provisions of the Credit
Agreement or the other Loan Documents for any other date or purpose.


6.             Expenses.  The Company agrees to pay and reimburse the
Administrative Agent for all its reasonable costs and expenses incurred in
connection with the negotiation, preparation, execution and delivery of this
Amendment, and all other documents prepared in connection herewith, and the
transactions contemplated hereby, including, without limitation, reasonable
fees and disbursements and other charges of counsel to the Administrative
Agent.


7.             Choice
of Law.  This Amendment
and the rights and obligations of the parties hereto shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New
York.


8.             Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties and separate counterparts, each of
which when so executed and delivered, shall be deemed an original, and all of
which, when taken together, shall constitute one and the same instrument.  Delivery of an executed counterpart of a
signature page to this Amendment by facsimile or e-mail shall be effective as
delivery of a manually executed counterpart of this Amendment.


9.             Integration.  This Amendment, together with the other Loan
Documents, incorporates all negotiations of the parties hereto with respect to
the subject matter hereof and is the final expression and agreement of the
parties hereto with respect to the subject matter hereof.


10.           Severability.  In case any provision in this Amendment shall
be invalid, illegal or unenforceable, such provision shall be severable from
the remainder of this Amendment and the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.


11.           Loan
Document.  This
Amendment is a Loan Document.


12.           Waiver
of Jury Trial.  EACH OF
THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING
WITH RESPECT TO THIS AMENDMENT AND ANY OTHER LOAN DOCUMENT.


[SIGNATURE PAGES FOLLOW]



 7
 









 


IN
WITNESS WHEREOF, the parties have entered into this Amendment as of the date
first above written.


	
  

  	
  AMC ENTERTAINMENT INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Signatory

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 8
 









 


	
  

  	
  CITICORP NORTH AMERICA, INC., as

  
	
   

  	
   

  	
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Signatory

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 9















ANNEX A


AFFIRMATION OF GUARANTORS


Each
Guarantor hereby consents to the Amendment No. 2 (the “Amendment”)
to which this Affirmation of Guarantors is attached and agrees that the terms
thereof shall not affect in any way its obligations and liabilities under the
Loan Documents (as amended and otherwise expressly modified by the Amendment)
to which it is a party, all of which obligations and liabilities shall remain
in full force and effect and each of which is hereby reaffirmed.


Consented
to and agreed as of

the date of the Amendment:




	
  Each Guarantor Listed on Schedule I Hereto

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Authorized Signatory

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Plitt Theatres, Inc., the
  Sole Member

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Authorized Signatory

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GATEWAY
  CINEMAS, LLC

  LEWISVILLE CINEMAS, LLC

  LOEWS GARDEN STATE CINEMAS, LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  RKO Century Warner
  Theatres, Inc., the Sole Member

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Authorized Signatory

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
												






 


 













 




	
  LOEWS CINEPLEX U.S.
  CALLCO, LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  Loews Cineplex Theatres,
  Inc., the Sole Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Authorized Signatory

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LOEKS-STAR
  PARTNERS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Star Theatres of Michigan,
  Inc., a General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Authorized Signatory

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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SCHEDULE I


AMC CARD PROCESSING SERVICES, INC.


AMC ENTERTAINMENT INTERNATIONAL, 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.


BRICK PLAZA CINEMAS, INC.


CRESCENT ADVERTISING CORPORATION


ETON AMUSEMENT CORPORATION


FALL RIVER CINEMA, INC.


FARMERS CINEMAS, INC.


FORTY-SECOND STREET CINEMAS, INC.


FOUNTAIN 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 BALTIMORE CINEMAS, INC.


LOEWS BEREA CINEMAS, INC.


LOEWS BRISTOL CINEMAS, INC.


LOEW’S CALIFORNIA THEATRES, INC.


LOEWS CENTERPARK CINEMAS, INC.


LOEWS CENTURY MALL CINEMAS, INC.


LOEWS CHERI CINEMAS, INC.


LOEWS CHERRY TREE MALL CINEMAS, INC.


LOEWS CHICAGO CINEMAS, INC.


LOEWS CINEPLEX ENTERTAINMENT GIFT CARD CORPORATION


LOEWS CINEPLEX INTERNATIONAL HOLDINGS, INC.


LOEWS CINEPLEX THEATRES HOLDCO, INC.


LOEWS CITYWALK THEATRE CORPORATION


LOEWS CONNECTICUT CINEMAS, INC.


LOEWS DEAUVILLE NORTH CINEMAS, INC.


LOEWS EAST HANOVER 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 LINCOLN PLAZA CINEMAS, INC.


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 PENTAGON CITY CINEMAS, INC.


LOEWS RICHMOND MALL CINEMAS, INC.


LOEWS RIDGEFIELD PARK CINEMAS, INC.


LOEWS THEATRE MANAGEMENT CORP.


LOEWS THEATRES CLEARING CORP.


LOEWS TOMS RIVER CINEMAS, INC.


LOEWS USA CINEMAS INC.


LOEWS VESTAL CINEMAS, INC.


LOEWS WASHINGTON CINEMAS, INC.


LOEWS WEST LONG BRANCH CINEMAS, INC.


LOEWS-HARTZ MUSIC MAKERS THEATRES, INC.


LTM TURKISH HOLDINGS, INC.


MID-STATES THEATRES, INC.


MUSIC MAKERS THEATRES, INC.


NEW BRUNSWICK CINEMAS, INC.


NICKELODEON BOSTON, INC.


PARKCHESTER AMUSEMENT CORPORATION


PARSIPPANY THEATRE CORP.


PLITT SOUTHERN THEATRES, INC.


PLITT THEATRES, INC.


RED BANK THEATRE CORPORATION


RKO CENTURY WARNER THEATRES, INC.


S & J THEATRES INC.


SACK THEATRES, INC.


SOUTH HOLLAND CINEMAS, INC.


STAR THEATRES OF MICHIGAN, INC.


STAR THEATRES, INC.


STROUD MALL CINEMAS, INC.


TALENT BOOKING AGENCY, INC.


THE WALTER READE ORGANIZATION, INC.


THEATRE HOLDINGS, INC.


U.S.A. CINEMAS, INC.


WEBSTER CHICAGO CINEMAS, INC.


WHITE MARSH CINEMAS, INC.


 













 


ANNEX B


LENDER CONSENT


Reference
is made to the Credit Agreement, dated as of January 26, 2006 (as amended,
restated, modified or otherwise supplemented, the “Credit
Agreement”), among AMC Entertainment Inc., a Delaware corporation
(the “Company”), Grupo Cinemex, S.A. de C.V.,
a corporation organized under the laws of Mexico, Cadena Mexicana de
Exhibición, S.A. de C.V., a corporation organized under the laws of Mexico, the
Lenders and Issuers party thereto, Citicorp North America, Inc., as
Administrative Agent (in such capacity, the “Administrative
Agent”), and Banco Nacional de Mexico, S.A., Integrante del Grupo
Financiero Banamex, as Mexican Facility Agent. 
Unless otherwise defined herein, capitalized terms used herein and
defined in the Credit Agreement are used herein as therein defined.


The
Company has requested that the Lenders consent to the amendment of the Credit
Agreement on the terms and subject to the conditions described in the Amendment
No. 2 (the “Amendment”) to which this Lender Consent
is attached.


Pursuant
to Section 11.1(a)  (Amendments,
Waivers, Etc.) of the Credit Agreement, the undersigned Lender
hereby consents to the Amendment and authorizes the Administrative Agent to
execute the Amendment on its behalf.


Consented
to and agreed as of

the date of the Amendment:


 




	
   

  	
   

  	
   

  	
  

  
	
  [NAME OF LENDER]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: