Exhibit 4.11(a)


 


MARQUEE INC.


 


AND


 


 


HSBC BANK USA,
NATIONAL ASSOCIATION


 


AS TRUSTEE


 


 


 SENIOR FLOATING RATE NOTES DUE 2010


 


 


INDENTURE


 


 


DATED AS OF AUGUST 18,
2004


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I
  Definitions and Incorporation by Reference

  	
   

  
	
   

  	
   

  
	
  Section 1.01.

  	
  Definitions

  	
   

  
	
  Section 1.02.

  	
  Other
  Definitions

  	
   

  
	
  Section 1.03.

  	
  Incorporation
  by Reference of Trust Indenture

  	
   

  
	
  Section 1.04.

  	
  Rules of
  Construction

  	
   

  
	
   

  	
   

  
	
  ARTICLE II
  The Securities

  	
   

  
	
   

  	
   

  
	
  Section 2.01.

  	
  Amount of
  Securities; Issuable in Series

  	
   

  
	
  Section 2.02.

  	
  Form and
  Dating

  	
   

  
	
  Section 2.03.

  	
  Execution
  and Authentication

  	
   

  
	
  Section 2.04.

  	
  Registrar,
  Paying Agent and Calculation Agent

  	
   

  
	
  Section 2.05.

  	
  Paying
  Agent To Hold Money in Trust

  	
   

  
	
  Section 2.06.

  	
  Securityholder
  Lists

  	
   

  
	
  Section 2.07.

  	
  Replacement
  Securities

  	
   

  
	
  Section 2.08.

  	
  Outstanding
  Securities

  	
   

  
	
  Section 2.09.

  	
  Temporary
  Securities

  	
   

  
	
  Section 2.10.

  	
  Cancellation

  	
   

  
	
  Section 2.11.

  	
  Defaulted
  Interest

  	
   

  
	
  Section 2.12.

  	
  CUSIP,
  Common Code or ISIN Numbers

  	
   

  
	
  Section 2.13.

  	
  Computation
  of Interest

  	
   

  
	
   

  	
   

  
	
  ARTICLE III
  Redemption

  	
   

  
	
   

  	
   

  
	
  Section 3.01.

  	
  Notices
  to Trustee

  	
   

  
	
  Section 3.02.

  	
  Selection
  of Securities To Be Redeemed

  	
   

  
	
  Section 3.03.

  	
  Notice
  of Redemption

  	
   

  
	
  Section 3.04.

  	
  Effect
  of Notice of Redemption

  	
   

  
	
  Section 3.05.

  	
  Deposit
  of Redemption Price

  	
   

  
	
  Section 3.06.

  	
  Securities
  Redeemed in Part

  	
   

  
	
  Section 3.07.

  	
  Special
  Redemption

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV
  Covenants

  	
   

  
	
   

  	
   

  
	
  Section 4.01.

  	
  Payment
  of Securities

  	
   

  
	
  Section 4.02.

  	
  Corporate
  Existence

  	
   

  
	
  Section 4.03.

  	
  Payment
  of Taxes and Other Claims

  	
   

  
	
  Section 4.04.

  	
  Maintenance
  of Properties

  	
   

  
	
  Section 4.05.

  	
  Limitation
  on Consolidated Indebtedness

  	
   

  
	
  Section 4.06.

  	
  Limitation
  on Restricted Payments

  	
   

  
	
  Section 4.07.

  	
  Limitation on Transactions with Affiliates

  	
   

  
	
  Section 4.08.

  	
  Future
  Guarantors

  	
   

  
	
  Section 4.09.

  	
  Limitation
  on Liens

  	
   

  



 


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  Section 4.10.

  	
  Change
  of Control

  	
   

  
	
  Section 4.11.

  	
  Provision
  of Financial Information

  	
   

  
	
  Section 4.12.

  	
  Statement
  as to Compliance

  	
   

  
	
  Section 4.13.

  	
  Waiver
  of Certain Covenants

  	
   

  
	
  Section 4.14.

  	
  Activities
  of the Company

  	
   

  
	
  Section 4.15.

  	
  Further
  Instruments and Acts

  	
   

  
	
  Section 4.16.

  	
  Limitation on Ability of Company to Release
  Funds from Escrow

  	
   

  
	
  Section 4.17.

  	
  Payment
  for Consent

  	
   

  
	
  Section 4.18.

  	
  Designation
  as “Designated Senior Debt”

  	
   

  
	
   

  	
   

  
	
  ARTICLE V
  Successor Company

  	
   

  
	
   

  	
   

  
	
  Section 5.01.

  	
  Consolidation

  	
   

  
	
  Section 5.02.

  	
  Successor
  Substituted

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI
  Defaults and Remedies

  	
   

  
	
   

  	
   

  
	
  Section 6.01.

  	
  Events
  of Default

  	
   

  
	
  Section 6.02.

  	
  Acceleration;
  Rescission and Annulment

  	
   

  
	
  Section 6.03.

  	
  Other
  Remedies

  	
   

  
	
  Section 6.04.

  	
  Waiver
  of Past Defaults

  	
   

  
	
  Section 6.05.

  	
  Control
  by Majority

  	
   

  
	
  Section 6.06.

  	
  Limitation
  on Suits

  	
   

  
	
  Section 6.07.

  	
  Rights
  of Holders to Receive Payment

  	
   

  
	
  Section 6.08.

  	
  Collection
  Suit by Trustee

  	
   

  
	
  Section 6.09.

  	
  Trustee
  May File Proofs of Claim

  	
   

  
	
  Section 6.10.

  	
  Priorities

  	
   

  
	
  Section 6.11.

  	
  Undertaking
  for Costs

  	
   

  
	
  Section 6.12.

  	
  Waiver
  of Stay or Extension Laws

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII
  Trustee

  	
   

  
	
   

  	
   

  
	
  Section 7.01.

  	
  Duties
  of Trustee

  	
   

  
	
  Section 7.02.

  	
  Rights
  of Trustee

  	
   

  
	
  Section 7.03.

  	
  Individual
  Rights of Trustee

  	
   

  
	
  Section 7.04.

  	
  Trustee’s
  Disclaimer

  	
   

  
	
  Section 7.05.

  	
  Notice
  of Defaults

  	
   

  
	
  Section 7.06.

  	
  Reports
  by Trustee to Holders

  	
   

  
	
  Section 7.07.

  	
  Compensation
  and Indemnity

  	
   

  
	
  Section 7.08.

  	
  Replacement
  of Trustee

  	
   

  
	
  Section 7.09.

  	
  Successor
  Trustee by Merger

  	
   

  
	
  Section 7.10.

  	
  Eligibility;
  Disqualification

  	
   

  
	
  Section 7.11.

  	
  Preferential Collection of Claims Against
  Company

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII Discharge of
  Indenture; Defeasance

  	
   

  
	
   

  	
   

  
	
  Section 8.01.

  	
  Discharge of Liability on Securities;
  Defeasance

  	
   

  
	
  Section 8.02.

  	
  Conditions
  to Defeasance

  	
   

  



 


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  Section 8.03.

  	
  Application
  of Trust Money

  	
   

  
	
  Section 8.04.

  	
  Repayment
  to Company

  	
   

  
	
  Section 8.05.

  	
  Indemnity
  for Government Obligations

  	
   

  
	
  Section 8.06.

  	
  Reinstatement

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX
  Amendments

  	
   

  
	
   

  	
   

  
	
  Section 9.01.

  	
  Without
  Consent of Holders

  	
   

  
	
  Section 9.02.

  	
  With
  Consent of Holders

  	
   

  
	
  Section 9.03.

  	
  Compliance
  with Trust Indenture Act

  	
   

  
	
  Section 9.04.

  	
  Revocation and Effect of Consents and
  Waivers

  	
   

  
	
  Section 9.05.

  	
  Notation
  on or Exchange of Securities

  	
   

  
	
  Section 9.06.

  	
  Trustee
  To Sign Amendments

  	
   

  
	
   

  	
   

  
	
  ARTICLE X
  Guarantee

  	
   

  
	
   

  	
   

  
	
  Section 10.01.

  	
  Subsidiary
  Guarantee

  	
   

  
	
  Section 10.02.

  	
  Execution and Delivery of Subsidiary
  Guarantee for Future Guarantors

  	
   

  
	
  Section 10.03.
  

  	
  Limitation
  on Liability; Termination, Release and Discharge

  	
   

  
	
  Section 10.04.

  	
  Right
  of Contribution

  	
   

  
	
  Section 10.05.

  	
  No
  Subrogation

  	
   

  
	
   

  	
   

  
	
  ARTICLE XI
  Miscellaneous

  	
   

  
	
   

  	
   

  
	
  Section 11.01.

  	
  Trust
  Indenture Act Controls

  	
   

  
	
  Section 11.02.

  	
  Notices

  	
   

  
	
  Section 11.03.

  	
  Communication by Holders with Other Holders

  	
   

  
	
  Section 11.04.

  	
  Certificate
  and Opinion as to Conditions

  	
   

  
	
  Section 11.05.

  	
  Statements Required in Certificate or
  Opinions

  	
   

  
	
  Section 11.06.

  	
  When
  Securities Disregarded

  	
   

  
	
  Section 11.07.

  	
  Rules by Trustee, Paying Agent and
  Registrar

  	
   

  
	
  Section 11.08.

  	
  Legal
  Holidays

  	
   

  
	
  Section 11.09.

  	
  Governing Law

  	
   

  
	
  Section 11.10.

  	
  No
  Recourse Against Others

  	
   

  
	
  Section 11.11.

  	
  Successors

  	
   

  
	
  Section 11.12.

  	
  Separability
  Clause

  	
   

  
	
  Section 11.13.

  	
  Reliance
  on Financial Data

  	
   

  
	
  Section 11.14.

  	
  Multiple
  Originals

  	
   

  
	
  Section 11.15.

  	
  Table
  of Contents; Headings

  	
   

  



 


	
  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

  



 


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  Transfers Pursuant To Regulation S

  
	
  Exhibit D

  	
   

  	
  Form Of Indenture Supplement To Add
  Guarantors

  
	
  Exhibit E

  	
   

  	
  Form Of Subsidiary Guarantee

  



 


iv





















 


INDENTURE
dated as of August 18, 2004, between MARQUEE INC., a Delaware corporation
(the “Company”) owned by Apollo Management L.P. and J.P. Morgan Partners
LLC and formed for the purpose of merging with and into AMC Entertainment Inc.,
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 Senior
Floating Rate Notes due 2010, issued on the date hereof and, if applicable, any
guarantees thereof by certain of the Company’s subsidiaries (the “Initial
Securities”), (ii) if and when issued, an unlimited principal amount of
additional Senior Floating Rate Notes due 2010 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, if applicable, any guarantees thereof by certain of the Company’s
subsidiaries (the “Additional Securities”) and (iii) if and when issued,
the Company’s Senior Floating Rate Notes due 2010 and, if applicable, any
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
Registration Rights Agreements (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.


 


“2011 Notes” means the 91⁄2% Senior
Subordinated Notes due 2011 issued by AMC Entertainment Inc.


 


“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.


 


“Additional 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.


 


“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, ten percent 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 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.


 


“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 the 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, 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.


 


“Calculation Agent” means the Person specified
in Section 2.04 as the Calculation Agent, until a successor shall have
been appointed and become such pursuant to the applicable provisions of this
Indenture, and thereafter, “Calculation Agent” shall mean or include such
successor.


 


“Capital Lease Obligation” of any Person means any obligations of
such Person and its Subsidiaries on a consolidated basis under any capital
lease or financing lease of a 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).


 


2





















 


“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.


 


“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 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 right is
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 Holdings
or the Company (for purposes of calculating the total voting power of the
Voting Stock held by a group solely in the context of a merger, consolidation
or other business combination with a Person engaged in a line of business
similar to that of the Company on the Issue Date, the voting power beneficially
owned by the Permitted Holders or by Permitted Co-Investors, to the extent such
voting power of the Voting Stock was acquired by such Permitted Co-Investors on
or before January 31, 2005 in transactions that satisfy the definition of
Permitted Co-Investor, shall be excluded in an amount equal to the lesser of
the total voting power of the Voting Stock beneficially owned by such Permitted
Co-Investors on (x) January 31, 2005 or (y) the date of such merger,
consolidation or other business combination); (b) the adoption of a plan
relating to the liquidation or dissolution of Holdings or 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 Holdings or 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 the indentures relating to the Existing Notes (other than a
change of control under the indenture relating to the 2011 Notes resulting from
the Transactions).


“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 


 


3





















 


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 Trust Indenture Act Sections 310 through 317
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.


 


“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 nonrecurring 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 for corporate
overhead expenses payable by Holdings described in clause v(b) of the second
paragraph of Section 4.06, 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 and the Senior Leverage 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 (or increased) Consolidated Net Income (or Loss)
during any applicable period shall be added to Consolidated EBITDA.  Notwithstanding the foregoing, for the
purpose of calculating Consolidated EBITDA as used in the definition of Senior
Leverage Ratio and clause (1) of the definition of Permitted Liens,
Consolidated Net Income shall be increased, to the extent deducted therefrom
and in the appropriate period, by the expenses and charges relating to the
Transactions and associated financings.


 


“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, (A) 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 (B) with
respect to any Indebtedness which 


 


4





















 


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, (A) 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: (i) amortization of debt discount; (ii) the net cost under Interest
Rate Protection Agreements (including amortization of discounts); (iii) the
interest portion of any deferred payment obligation; and (iv) 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 (B) the cash interest 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.


 


“Credit Facility” means that certain Amended and Restated Credit Agreement
dated as of April 10, 1997, as amended, among AMC Entertainment Inc., The
Bank of Nova Scotia as administrative agent, Bank of America National Trust and
Savings Association as document agent, and the various other financial
institutions parties thereto, as the same may be amended from time to time,
together with any extensions, revisions, increases, refinancings or
replacements thereof by a lender or syndicate of lenders.


 


“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.


 


“Determination Date” with respect to an
Interest Period, will be the second London Banking Day preceding the first day
of such Interest Period.


 


5





















 


“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 or Holdings, as the case may be, 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 or Holdings’ common stock or preferred stock (other than Redeemable
Capital Stock), or options, warrants or rights, registered on Form S-4 or S-8.


 


“Escrow Agreements” means, collectively the
Floating Rate Notes Escrow Agreement and the Pledge and Escrow Agreement dated
as of August 18, 2004, among the Company, the Trustee and the Escrow Agent
relating to the 85/8% Senior Notes due 2012 issued by the Company on the
Issue Date.


 


“Escrow Agent” means J.P. Morgan Trust
Company, National Association, as escrow agent and securities intermediary
under the Escrow Agreements.


 


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


 


“Existing Notes” shall mean the 2011 Notes,
the 97/8% Senior Subordinated Notes due 2012 and the 8% Senior
Subordinated Notes due 2014 issued by AMC Entertainment Inc.


 


“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.


 


“Floating Rate Notes Escrow Agreement”
means the Pledge and Escrow Agreement dated as of August 18, 2004, among
the Company, the Trustee and the Escrow Agent.


 


“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.


 


“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 


 


6





















 


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”
shall mean 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 the Indenture; provided that upon the
release or discharge of such Subsidiary from its Subsidiary Guarantee in
accordance with the Indenture, such Subsidiary shall cease to be a Guarantor.


 


“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.


 


“Hedging
Obligation” of any Person means any Currency Hedging
Obligation 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 and any obligations of such Person pursuant to any
Permitted Interest Rate Protection Agreement.


 


“Holdings”
shall mean Marquee Holdings Inc.


 


“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.


 


7





















 


“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 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 Period” means the period commencing
on and including an interest payment date and ending on and including the day
immediately preceding the next succeeding interest payment date, with the
exception that the first Interest Period shall commence on and include the
Issue Date with respect to the Initial Securities and end on and include November 14,
2004.


 


“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 August 18, 2004.


 


“J.P. Morgan Partners Group” means (1) J.P.
Morgan Partners, LLC and (ii) any Affiliates of J.P. Morgan Partners, LLC.


 


8





















 


“Letter of Credit” means that certain Clean
Irrevocable Letter of Credit, dated as of August 18, 2004, between The
Bank of Nova Scotia, New York Agency, and the Trustee.


 


“LIBOR” with respect to an Interest Period,
will be the rate (expressed as a percentage per annum) for deposits in U.S.
dollars for a three-month period beginning on the second London Banking Day
after the Determination Date that appears on Telerate Page 3750 as of 11:00
a.m., London time, on the Determination Date. 
If Telerate Page 3750 does not include such a rate or is unavailable on
a Determination Date, the Calculation Agent will request the principal London
office of each of four major banks in the London interbank market, as selected
by the Calculation Agent (after consultation with the Company), to provide such
bank’s offered quotation (expressed as a percentage per annum), as of
approximately 11:00 a.m., London time, on such Determination Date, to prime
banks in the London interbank market for deposits in a Representative Amount in
U.S. dollars for a three-month period beginning on the second London Banking
Day after the Determination Date.  If at
least two such offered quotations are so provided, the rate for the Interest
Period will be the arithmetic mean of such quotations.  If fewer than two such quotations are so
provided, the Calculation Agent will request each of three major banks in New
York City, as selected by the Calculation Agent (after consultation with the
Company), to provide such bank’s rate (expressed as a percentage per annum), as
of approximately 10:00 a.m., New York City time, on such Determination Date,
for loans in a Representative Amount in U.S. dollars to leading European banks
for a three-month period beginning on the second London Banking Day after the
Determination Date.  If at least two such
rates are so provided, the rate for the Interest Period will be the arithmetic
mean of such rates.  If fewer than two
such rates are so provided, then the rate for the Interest Period will be the
rate in effect with respect to the immediately preceding Interest Period.


 


“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.


 


“London Banking Day” is any day on which
dealings in U.S. dollars are transacted or, with respect to any future date,
are expected to be transacted in the London interbank market.


 


“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” means the merger of the Company
with and into AMC Entertainment Inc. pursuant to the Merger Agreement.


 


“Merger Agreement” means the Agreement and
Plan of Merger by and among Holdings, the Company and AMC Entertainment Inc.
dated as of July 22, 2004.


 


9





















 


“Moody’s” means Moody’s Investor 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).


 


“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.


 


“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 Memorandum” means the Offering
Memorandum dated August 6, 2004 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 Trust Indenture Act 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 Co-Investor” means any one or
more institutional investors and their respective Affiliates to which any
Permitted Holder transfers in the aggregate up to, but no more 


 


10





















 


than, 35% of
(a) its equity commitments to the Transactions or (b) its equity securities of
Holdings or the Company, in each case on or before January 31, 2005 (all
transfers to any Affiliates of such institutional investor shall be included in
such percentage calculation).


 


“Permitted Holder” means: (i) any member of the Apollo
Group; (ii) any member of the J.P. Morgan Partners Group; and (iii) 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 Holdings or any Subsidiary or
any Person holding securities of the Company or Holdings 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 or
Holdings held by any Person listed in this clause (iii), 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 or the Guarantors in
respect of the Subsidiary Guarantees, in each case issued on the Issue Date, or
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;


 


(ii)                                  Indebtedness
of the Company under the Credit Facility in an aggregate principal amount at
any one time outstanding not to exceed $175.0 million and the related
Guarantees by the Guarantors;


 


(iii)                               Indebtedness
of the Company or any of its Subsidiaries outstanding on the Issue Date;


 


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


 


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


 


(vi)                              Indebtedness
incurred to renew, extend, refinance or refund (each, a “refinancing”) the
Existing Notes or any Indebtedness outstanding on the Issue Date, including the
Initial Securities, 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;


 


(vii)                           Indebtedness
of any Subsidiary incurred in connection with the Guarantee of any Indebtedness
of the Company or Guarantors as permitted by this Indenture; 


 


11





















 


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;


 


(viii)                        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;


 


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


 


(x)                                   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;


 


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


 


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


 


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


 


(xiv)                         Indebtedness
not otherwise permitted to be Incurred pursuant to clauses (i) through (xiii)
above which, together with any other Indebtedness pursuant to this clause
(xiv), has an aggregate principal amount that does not exceed $350.0 million at
any one time outstanding.


 


“Permitted Interest Rate Protection Agreements” means, with respect to any Person,
Interest Rate Protection Agreements entered into 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
Permitted Senior Indebtedness and that have a notional amount no greater than
the payment due with respect to Permitted Indebtedness and Permitted Senior
Indebtedness hedged thereby.


 


“Permitted Liens” means, with respect to any Person:


 


(i)                                     Liens
on the property and assets of the Company and the Guarantors securing
Indebtedness and Guarantees permitted to be Incurred under this Indenture
(other than Subordinated Obligations and Guarantor Subordinated Obligations) in
an aggregate principal amount not to exceed the product of (x) 200% and (y)
Consolidated EBITDA for the four full fiscal quarters immediately preceding the
Incurrence of such Lien;


 


(ii)                                  pledges
or deposits by such Person under workmen’s compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection 


 


12





















 


with bids, tenders, contracts (other than for
the payment of Indebtedness) or leases to which such Person is a party, or
deposits to secure public or statutory obligations of such Person or deposits
of cash or United States government bonds to secure surety or appeal bonds to
which such Person is a party, or deposits as security for contested taxes or import
or customs duties or for the payment of rent, in each case Incurred in the
ordinary course of business;


 


(iii)                               Liens
imposed by law, including carriers’, warehousemen’s and mechanics’ Liens and
other similar Liens, on the property of the Company or any Subsidiary, in each
case arising in the ordinary course of business and securing payment of
obligations that are not more than 60 days past due, or are being contested in
good faith by appropriate proceedings if a reserve or other appropriate
provisions, if any, as shall be required by GAAP shall have been made in
respect thereof;


 


(iv)                              Liens
for taxes, assessments or other governmental charges not yet subject to
penalties for non-payment or which are being contested in good faith by
appropriate proceedings provided appropriate reserves required pursuant to GAAP
have been made in respect thereof;


 


(v)                                 Liens
in favor of issuers of surety or performance bonds or letters of credit or
bankers’ acceptances issued pursuant to the request of and for the account of
such Person in the ordinary course of its business; provided, however,
that such letters of credit do not constitute Indebtedness;


 


(vi)                              encumbrances,
ground leases, easements or reservations of, or rights of others for, licenses,
rights of way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning, building codes or other restrictions (including,
without limitation, minor defects or irregularities in title and similar
encumbrances) as to the use of real properties or liens incidental to the
conduct of the business of such Person or to the ownership of its properties
which do not in the aggregate materially adversely affect the value of said
properties or materially impair their use in the operation of the business of such
Person;


 


(vii)                           Liens
securing Hedging Obligations so long as the related Indebtedness is, and is
permitted to be under the Indenture, secured by a Lien on the same property
securing such Hedging Obligation;


 


(viii)                        leases,
licenses, subleases and sublicenses of assets (including, without limitation,
real property and intellectual property rights) which do not materially
interfere with the ordinary conduct of the business of the Company or any of
its Subsidiaries;


 


(ix)                                judgment
Liens not giving rise to an Event of Default so long as such Lien is adequately
bonded and any appropriate legal proceedings which may have been duly initiated
for the review of such judgment have not been finally terminated or the period
within which such proceedings may be initiated has not expired;


 


(x)                                   Liens
for the purpose of securing the payment of all or a part of the purchase price
of, or Capital Lease Obligations, purchase money obligations or other 


 


13





















 


payments Incurred to finance the acquisition,
improvement or construction of, assets or property acquired or constructed in
the ordinary course of business provided
that:


 


(a)                                  the aggregate principal amount of
Indebtedness secured by such Liens does not exceed the cost of the assets or
property so acquired or constructed and such Indebtedness does not exceed $85.0
million in the aggregate at any one time outstanding and does not exceed the
cost of assets or property so acquired or constructed (provided, however, that financing lease
obligations reflected on a consolidated balance sheet pursuant to EITF 97-10 or
any subsequent pronouncement having similar effect shall not be subject to this
clause (x)(a)); and


 


(b)                                 such Liens are created within 180 days of
construction or acquisition of such assets or property and do not encumber any
other assets or property of the Company or any Subsidiary other than such
assets or property and assets affixed or appurtenant thereto;


 


(xi)                                Liens
arising solely by virtue of any statutory or common law provisions relating to
banker’s Liens, rights of set-off or similar rights and remedies as to deposit
accounts or other funds maintained with a depositary institution;


 


(xii)                             Liens
arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by the Company and its Subsidiaries in the
ordinary course of business;


 


(xiii)                          Liens
existing on the Issue Date (excluding Liens relating to obligations under the
Credit Facility) and Liens of the kind referred to in clause (x) above;


 


(xiv)                         Liens on
property or shares of stock of a Person at the time such Person becomes a
Subsidiary; provided, however,
that such Liens are not created, Incurred or assumed in connection with, or in
contemplation of, such other Person becoming a Subsidiary; provided further, however, that any such
Lien may not extend to any other property owned by the Company or any
Subsidiary;


 


(xv)                            Liens
on property at the time the Company or a Subsidiary acquired the property,
including any acquisition by means of a merger or consolidation with or into
the Company or any Subsidiary; provided,
however, that such Liens are not created, Incurred or assumed in
connection with, or in contemplation of, such acquisition; provided further, however, that such Liens
may not extend to any other property owned by the Company or any Subsidiary;


 


(xvi)                         Liens
securing Indebtedness or other obligations of a Subsidiary owing to the Company
or another Subsidiary;


 


(xvii)                      Liens
securing the Securities and the Subsidiary Guarantees;


 


14





















 


(xviii)                   Liens securing
Indebtedness Incurred to refinance Indebtedness that was previously so secured
(other than Liens Incurred pursuant to clauses (i), (xxi) or (xxii)), provided that any such Lien is limited to
all or part of the same property or assets (plus improvements, accessions,
proceeds or dividends or distributions in respect thereof) that secured (or,
under the written arrangements under which the original Lien arose, could
secure) the Indebtedness being refinanced;


 


(xix)                           any
interest or title of a lessor under any Capital Lease Obligation or operating
lease;


 


(xx)                              Liens
relating to the Escrow Agreements in effect on the Issue Date and future escrow
arrangements securing Indebtedness Incurred in accordance with the Indenture;


 


(xxi)                           Liens
securing Construction Indebtedness not to exceed $100.0 million; and


 


(xxii)                        Liens
securing letters of credit in an amount not to exceed $25.0 million in the
aggregate at any one time.


 


“Permitted Senior Indebtedness” shall mean
the following:


 


(i)                                     Senior
Indebtedness of the Company under the Credit Facility in an aggregate principal
amount at any one time outstanding not to exceed $175.0 million and any related
Guarantees by the Guarantors;


 


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


 


(iii)                               Indebtedness
incurred to renew, extend, refinance or refund (each, a “refinancing”) any
Senior Indebtedness outstanding on the Issue Date, including the Securities, 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;


 


(iv)                              Indebtedness
of any Subsidiary incurred in connection with the Guarantee of any Indebtedness
of the Company or Guarantors in accordance with the provisions of the
Indenture;


 


(v)                                 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;


 


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


 


15





















 


(vii)                           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;


 


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


 


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


 


(x)                                   Letters
of credit in an amount not to exceed $25.0 million in the aggregate at any one
time.


 


“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 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 thereof
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 thereof.


 


“Refinancing Indebtedness” means
Indebtedness that is Incurred to refund, refinance, replace, exchange, renew,
repay or extend (including pursuant to any defeasance or discharge mechanism)
(collectively, “refinance,” “refinances,” and “refinanced” shall have a
correlative meaning) any Subordinated Obligation or Guarantor Subordinated
Obligation (including Indebtedness of the Company that refinances Indebtedness
of any Subsidiary and Indebtedness of any Subsidiary that refinances
Indebtedness of another Subsidiary) including Indebtedness that refinances
Refinancing Indebtedness; provided, however,
that:


 


(i)                                     (a)
if the Stated Maturity of the Indebtedness being refinanced is earlier than the
Stated Maturity of the Securities, the Refinancing Indebtedness has a Stated
Maturity no earlier than the Stated Maturity of the Indebtedness being
refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced
is later than the Stated Maturity of the Securities, the Refinancing
Indebtedness has a Stated Maturity at least 91 days later than the Stated
Maturity of the Securities;


 


16





















 


(ii)                                  the
Refinancing Indebtedness has a Weighted Average Life at the time such
Refinancing Indebtedness is Incurred that is equal to or greater than the
Weighted Average Life of the Indebtedness being refinanced;


 


(iii)                               such
Refinancing Indebtedness is Incurred in an aggregate principal amount (or if
issued with original issue discount, an aggregate accreted value) that is equal
to or less than the sum of the aggregate principal amount (or if issued with
original issue discount, the aggregate accreted value) then outstanding of the
Indebtedness being refinanced (plus, without duplication, any additional
Indebtedness Incurred to pay interest or premiums required by the instruments
governing such existing Indebtedness and fees Incurred in connection
therewith); and


 


(iv)                              such
Refinancing Indebtedness is subordinated in right of payment to the Securities
or the Subsidiary Guarantee of a Guarantor, as the case may be, on terms at
least as favorable to the holders of the Securities as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded.


 


“Representative Amount” means a principal
amount of not less than $1,000,000 for a single transaction in the relevant
market at the relevant time.


 


“Restricted Payments Computation Period” means the period (taken as one accounting
period) from the beginning of the first fiscal quarter commencing after January 27,
1999 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.


 


“Securityholder” 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.


 


“Senior Indebtedness” means, whether
outstanding on the Issue Date or thereafter issued, created, Incurred or
assumed, all amounts payable by the Company and its Subsidiaries under or in
respect of Indebtedness of the Company and its Subsidiaries, including the
Securities and premiums and accrued and unpaid interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company or any of its Subsidiaries at the rate
specified in the documentation with respect thereto whether or not a claim for
post filing interest is allowed in such proceeding) and fees relating thereto; provided, however, that Senior
Indebtedness will not include:


 


(i)                                     any
obligation of the Company to any Subsidiary or any obligation of a Subsidiary
to the Company or another Subsidiary;


 


17





















 


(ii)                                  any
liability for Federal, state, foreign, local or other taxes owed or owing by
the Company or any of its Subsidiaries;


 


(iii)                               any
accounts payable or other liability to trade creditors arising in the ordinary
course of business (including Guarantees thereof or instruments evidencing such
liabilities);


 


(iv)                              any
Indebtedness, Guarantee or obligation of the Company or any of its Subsidiaries
that is expressly subordinate or junior in right of payment to any other
Indebtedness, Guarantee or obligation of the Company or any of its
Subsidiaries, as the case may be, including, without limitation, any Subordinated
Obligations or Guarantor Subordinated Obligations;


 


(v)                                 any
Capital Stock; or


 


(vi)                              the
Existing Notes.


 


“Senior Leverage Ratio,” as of any date of
determination, means the ratio of:


 


(i)                                     the
sum of the aggregate outstanding Senior Indebtedness of the Company and its
Subsidiaries as of the date of calculation on a consolidated basis in
accordance with GAAP to


 


(ii)                                  Consolidated
EBITDA of the Company and its Subsidiaries for the four full fiscal quarters
immediately preceding the date of such determination; provided, however, that:


 


(iii)                               if
the Company or any Subsidiary:


 


(a)                                  has Incurred any Indebtedness since the
beginning of such period that remains outstanding on such date of determination
or if the transaction giving rise to the need to calculate the Senior Leverage
Ratio is an Incurrence of Indebtedness, Indebtedness at the end of such period,
Consolidated EBITDA and Consolidated Interest Expense for such period will be
calculated after giving effect on a pro forma basis to such Indebtedness as if
such Indebtedness had been Incurred on the first day of such period (except
that in making such computation, the amount of Indebtedness under any revolving
credit facility outstanding on the date of such calculation will be deemed to
be:


 


(1) the average daily balance of such Indebtedness during such four
fiscal quarters or such shorter period for which such facility was outstanding;
or


 


(2) if such facility was created after the end of such four fiscal
quarters, the average daily balance of such Indebtedness during the 


 


18





















 


period from the date of creation of such facility to the date of such
calculation);


 


and the discharge of any other Indebtedness
repaid, repurchased, defeased or otherwise discharged with the proceeds of such
new Indebtedness as if such discharge had occurred on the first day of such
period; or


 


(b)                                 has repaid, repurchased, defeased or
otherwise discharged any Indebtedness since the beginning of the period that is
no longer outstanding on such date of determination or if the transaction
giving rise to the need to calculate the Senior Leverage Ratio involves a
discharge of Indebtedness (in each case other than Indebtedness Incurred under
any revolving credit facility unless such Indebtedness has been permanently
repaid and the related commitment terminated), Indebtedness, Consolidated
EBITDA and Consolidated Interest Expense for such period will be calculated
after giving effect on a pro forma basis to such discharge of such Indebtedness,
including with the proceeds of such new Indebtedness, as if such discharge had
occurred on the first day of such period.


 


“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 Commission.


 


“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.


 


“Subsidiary Guarantee” shall mean,
individually, any Guarantee of payment of the Securities, and Exchange
Securities pursuant to this Indenture by a Guarantor and any supplemental
indenture applicable thereto (including pursuant to Exhibit D), and,
collectively, all 


 


19





















 


such Guarantees.  Each such Subsidiary Guarantee will be
substantially in the form prescribed in this Indenture.


 


“Telerate Page 3750” means the display as “Page
3750” on the Moneyline Telerate service (or such other page as may replace Page
3750 on that service).


 


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


 


“Total Tangible Assets” shall mean the
total consolidated assets of the Company and its Subsidiaries, as shown on the
most recent balance sheet of the Company, less goodwill, patents, trademarks
and other intangible assets as determined in accordance with GAAP.


 


“Transactions” means the transactions set
forth in the Merger Agreement and the transactions related thereto.


 


“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, “Trust Indenture Act” 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.


 


20





















 


“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.


 


“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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “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

  	
   

  
	
  “Daily
  Interest Amount”

  	
   

  	
  2.13

  	
   

  
	
  “Event of
  Default”

  	
   

  	
  6.01

  	
   

  
	
  “Exchange
  Security”

  	
   

  	
  Exhibit A

  	
   

  
	
  “Global
  Security”

  	
   

  	
  Exhibit A

  	
   

  
	
  “Initial
  Securities”

  	
   

  	
  2.01

  	
   

  
	
  “legal
  defeasance option”

  	
   

  	
  8.01

  	
   

  
	
  “Legal
  Holiday”

  	
   

  	
  11.08

  	
   

  
	
  “OID”

  	
   

  	
  2.01

  	
   

  
	
  “Paying
  Agent”

  	
   

  	
  2.04

  	
   

  
	
  “Private
  Exchange Security”

  	
   

  	
  Exhibit A

  	
   

  
	
  “Registered
  Exchange Offer”

  	
   

  	
  Exhibit A

  	
   

  
	
  “Registrar”

  	
   

  	
  2.04

  	
   

  
	
  “Registration
  Rights Agreement”

  	
   

  	
  Exhibit A

  	
   

  
	
  “Restricted
  Payments”

  	
   

  	
  4.06

  	
   

  
	
  “Shelf
  Registration Statement”

  	
   

  	
  Exhibit A

  	
   

  
	
  “Special
  Interest Payment Date”

  	
   

  	
  2.11

  	
   

  
	
  “Special
  Mandatory Redemption Event”

  	
   

  	
  3.07

  	
   

  
	
  “Special
  Record Date”

  	
   

  	
  2.11

  	
   

  
	
  “Special
  Redemption Date”

  	
   

  	
  3.07

  	
   

  
	
  “Subordinated
  Obligations”

  	
   

  	
  10.01

  	
   

  
	
  “Surviving
  Entity”

  	
   

  	
  5.01

  	
   

  



 


Section 1.03.  
Incorporation by Reference of Trust Indenture.  Prior to the effectiveness of the
registration statement 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 


 


21





















 


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:


 


“Commission”
means the SEC.


 


“Indenture
securities” means the Securities.


 


“indenture
Security Holder” means a Securityholder.


 


“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:


 


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


 


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


 


(3)                                  “or”
is not exclusive;


 


(4)                                  “including”
means including without limitation;


 


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


 


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


 


(7)                                  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 


 


22





















 


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.


 


Subject to Section 2.03,
the Trustee shall authenticate Initial Securities for original issue on the
Issue Date in the aggregate principal amount of $205,000,000.  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:


 


(1)                                  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);


 


(2)                                  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);


 


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


 


(4)                                  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


 


(5)                                  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 


 


23





















 


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 1 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 sold to Qualified Institutional Buyers 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.


 


24





















 


Section 2.04.  
Registrar, Paying Agent and Calculation 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.  In addition, the Company shall appoint a
Calculation Agent to determine the interest rate on the Securities.


 


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.  Neither the Company not any of
its Subsidiaries or Affiliates may act as Calculation Agent.


 


The Company
initially appoints the Trustee as Registrar, Paying Agent and Calculation 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
Securityholders 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.  
Securityholder 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
Securityholders and shall otherwise comply with TIA 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 Securityholders and the Company and the
Guarantors shall otherwise comply with TIA 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



 


25


















 


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.


 


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 Securityholders 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 for 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 


 


26





















 


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.


 


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 11.02, 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 


 


27





















 


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.   CUSIP, Common Code
or ISIN Numbers.  The
Company in issuing the Securities may use “CUSIP”, “Common Code” or “ISIN”
numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP”, “Common
Code” or “ISIN” numbers 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”, “Common Code” or “ISIN” number
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, Common Code or ISIN number.


 


Section 2.13.   Computation of
Interest.  The
amount of interest for each day that the Securities are outstanding (the “Daily
Interest Amount”) will be calculated by dividing the interest rate in effect
for such day by 360 and multiplying the result by the principal amount of the
Securities.  The amount of interest to be
paid on the Securities for each Interest Period will be calculated by adding
the Daily Interest Amounts for each day in the Interest Period.


 


All percentages resulting from any of the above
calculations will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one-millionths of a percentage
point being rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all
dollar amounts used in or resulting from such calculations will be rounded to
the nearest cent (with one-half cent being rounded upwards).


 


The interest rate on the Securities will in no event
be higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application.


 


The Calculation Agent will, upon the request of any
Holder, provide the interest rate then in effect with respect to the Securities.  All calculations made by the Calculation
Agent in the absence of manifest error will be conclusive for all purposes and
binding on the Company, the Guarantors and the Holders.


 


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ARTICLE III




Redemption


 


Section 3.01.   Notices to
Trustee. 
If the Company elects to redeem Securities pursuant to paragraph 5 of
the Securities or is required to redeem the Securities pursuant to Section 3.07
hereof, 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 or Section 3.07
hereof.


 


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 if the redemption is pursuant to paragraph 5 of
the Securities or at least two Business Days prior to the Special Redemption
Date if the redemption is pursuant to Section 3.07 hereof, unless in each
case, 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, 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.


 


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


 


(1)                                  the redemption date;


 


(2)                                  the redemption price;


 


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


 


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


 


29





















 


(5)                                  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;


 


(6)                                  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


 


(7)                                  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.


 


Section 3.07.   Special
Redemption. 
In the event that (i) the Merger Agreement is terminated or (ii)
the Transactions are not closed on or before January 31, 2005, (each a “Special
Mandatory Redemption Event”), then the Company will redeem the Securities, in
whole but not in part, within two Business Days’ notice, at a redemption price
in cash equal to 100% of the issue price of the Securities plus accrued and
unpaid interest to, but excluding, the Special Redemption Date pursuant to the
terms of the Floating Rate Notes Escrow Agreement.  The “Special Redemption Date” means the
second Business Day after the first Special Mandatory 


 


30





















 


Redemption Event. Any redemption made pursuant to this Section 3.07
shall be made pursuant to the procedures set forth in the Floating Rate Notes
Escrow Agreement.


 


ARTICLE IV




Covenants


 


Section 4.01.   Payment of
Securities. 
The Company shall promptly pay the principal of, premium 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 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 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 Securityholders on that
date pursuant to the terms of this Indenture.


 


The Company shall pay interest on overdue principal
at the rate specified therefor 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.


 


If the Trustee, in its capacity as Paying Agent,
does not receive from the Company an amount sufficient to
pay all interest due on the Securities on
the first interest payment date (which shall be November 15,
2004)  (which amount shall be certified to it by the Company in
writing) within three business days of such interest payment date, then the
Trustee shall be entitled to draw upon, and shall draw upon, the Letter of
Credit in an amount sufficient to pay all such interest and, in its
capacity as Paying Agent, shall provide for the payment of all such
interest on the first interest payment date (which shall be November 15,
2004) or as promptly as reasonably practicable thereafter in accordance with this
Indenture.


 


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


 


31





















 


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 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 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 will not, and will not permit any
of its Subsidiaries to, Incur any Indebtedness unless after giving effect to
such event on a pro forma basis each of the following conditions are
satisfied:  (1) 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 (such condition not being applicable
to the Incurrence of Permitted Indebtedness); and (2) with respect to the
Incurrence of Senior Indebtedness, the Company’s Senior Leverage Ratio is less
than or equal to 3.25 to 1.0 (such condition not being applicable to the
Incurrence of Permitted Senior Indebtedness).


 


Section 4.06.   Limitation
on Restricted Payments.  The Company shall not, directly or
indirectly:


 


32





















 


(a)                                  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 its
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;


 


(b)                                 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; or


 


(c)                                  purchase, repurchase, redeem, defease or
otherwise acquire or retire for value, prior to scheduled maturity, scheduled
repayment or scheduled sinking fund payment, any Subordinated Obligations or
Guarantor Subordinated Obligations (other than the purchase, repurchase,
redemption, defeasance or other acquisition or retirement of Subordinated
Obligations or Guarantor Subordinated Obligations purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity,
in each case due within one year of the date of purchase, repurchase,
redemption, defeasance or other acquisition or retirement);


 


(such
payments or any other actions described in (a) through (c) 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 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
clauses (v) and (vii) of the next succeeding paragraph) declared or made after January 27,
1999 (including Restricted Payments in connection with the Transactions) 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;


 


(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 January 27, 1999 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 Redeemable Capital Stock) or warrants, options or rights to
purchase such shares of Capital Stock;


 


(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 


 


33





















 


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 January 27,
1999 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; and


 


(4)                                  $100.0 million.


 


Notwithstanding the foregoing limitation, the
Company may:


 


(i)                                     pay dividends on its Capital Stock within
sixty 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)                               make any purchase, repurchase, redemption,
defeasance or other acquisition or retirement of Subordinated Obligations of
the Company or Guarantor Subordinated Obligations of any Guarantor made by
exchange for, or out of the proceeds of the substantially concurrent sale of,
Capital Stock of the Company (other than Redeemable Capital Stock and other
than Capital Stock issued or sold to a Subsidiary or an employee stock
ownership plan or similar trust to the extent such sale to an employee stock
ownership plan or similar trust is financed by loans from or Guaranteed by the
Company or any Subsidiary unless such loans have been repaid with cash on or
prior to the date of determination); provided,
however, that the net proceeds from such sale of Capital Stock will
be excluded from clause (C)(2) of the preceding paragraph;


 


(iv)                              make any purchase, repurchase, redemption,
defeasance or other acquisition or retirement of Subordinated Obligations of
the Company or Guarantor Subordinated Obligations of any Guarantor made by
exchange for, or out of the proceeds of the substantially concurrent sale of,
Subordinated Obligations of the Company or any purchase, repurchase,
redemption, defeasance or other acquisition or retirement of Guarantor
Subordinated Obligations made by exchange for or out of the proceeds of the
substantially concurrent sale of Guarantor Subordinated Obligations that, in
each case, is permitted to be Incurred pursuant to Section 4.05 and that
in each case constitutes Refinancing Indebtedness;


 


(v)                                 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


 


(b)   an amount not to exceed $3.5 million in any fiscal year to permit
Holdings to pay its corporate overhead expenses Incurred in the ordinary 


 


34





















 


course of business, and to
pay salaries or other compensation of employees who perform services for both
Holdings and the Company;


 


(vi)                              make any purchase, repurchase, redemption,
defeasance or other acquisition or retirement for value of any Subordinated
Obligation at a purchase price not greater than 101% of the principal amount of
such Subordinated Obligation plus accrued and unpaid interest in the event of a
Change of Control in accordance with provisions similar to Section 4.10
hereof; provided that, prior to
or simultaneously with such purchase, repurchase, redemption, defeasance or
other acquisition or retirement, the Company has made the Change of Control
Offer (as defined in Section 4.10) as provided in such covenant with
respect to the Securities and has completed the repurchase or redemption of all
Securities validly tendered for payment in connection with such Change of
Control Offer; or


 


(vii)                           make any purchase, repurchase, redemption,
defeasance or other acquisition or retirement for value of the 2011 Notes at a
purchase price not greater than 101% of the principal amount thereof plus
accrued and unpaid interest as a consequence of the holders of the 2011 Notes exercising
put rights resulting from the Transactions.


 


Section 4.07.   Limitation
on Transactions with Affiliates.  (a) 
The Company will not, and will 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 (A) 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, (B) such transaction or
series of transactions is in the best interests of the Company and (C) 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 (A) and (B) 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);


 


35





















 


(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 Memorandum under the headings “Management”
and “Certain Relationships and Related Party Transactions” (copies of which
descriptions are included in Annex 4.07 to this Indenture) 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 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 date of the consummation of the Transactions.


 


Section 4.08.   Future
Guarantors. 
After the Issue Date, the Company will cause each Subsidiary which
guarantees obligations under the Credit Facility, the Existing Notes or other
Indebtedness of the Company or the Guarantors 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 Additional Interest,
if any, on the Securities on a senior basis and all other obligations under
this Indenture.  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 (1) the Credit Facility
and related documentation and (2) 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 4.09.   Limitation
on Liens. 
The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, Incur or suffer to exist any Lien (other than
Permitted Liens) upon any of its property or assets (including Capital Stock of
Subsidiaries of the Company), whether owned on the Issue Date or acquired after
that date, which Lien is securing any Indebtedness, unless contemporaneously
with the Incurrence of such Liens effective provision is made to secure the
Indebtedness due under this Indenture and the Securities or, in respect of
Liens on any Guarantor’s property or assets, any Subsidiary Guarantee of such
Subsidiary, equally and ratably with (or prior to in the case of Liens with
respect to Subordinated Obligations or Guarantor Subordinated Obligations) the
Indebtedness secured by such Lien for so long as such Indebtedness is so
secured.


 


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 equal to 101% (the “Change of Control Purchase Price”) 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).


 


36





















 


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 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 l4e-1
under, the Exchange Act.


 


Section 4.11.   Provision
of Financial Information.  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 Securityholders 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
Securityholders.  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).


 


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 314(a)(4); provided that
the first such certificate shall be delivered no later than June 29,
2005.  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


 


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


 


Section 4.14.   Activities
of the Company.  Prior to the consummation
of the Merger, the Company will not engage in any activity or enter into any
transaction or agreement (including Incurring any Indebtedness other than the
Initial Securities, making any Restricted Payments, engaging in any
transactions with Affiliates, incurring any Liens or entering into any mergers
(other than the Merger) or sales of substantially all of its assets) except to
the extent necessary to effectuate the Transactions substantially in accordance
with the description of the Transactions set forth in the Offering Memorandum.


 


Section 4.15.   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 4.16.   Limitation
on Ability of Company to Release Funds from Escrow.  The Company agrees that (i) the terms of the
Floating Rate Notes Escrow Agreement shall exclusively control the conditions
under which and procedures pursuant to which Collateral (as defined in the
Floating Rate Notes Escrow Agreement) can be released and (ii) it will not
attempt to have any Collateral (as defined in the Floating Rate Notes Escrow
Agreement) released from escrow except in accordance with the Floating Rate Notes
Escrow Agreement.


 


Section 4.17.   Payment for
Consent. 
The Company shall not, and shall not permit any Affiliate or Subsidiary
of the Company 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.


 


Section 4.18.   Designation
as “Designated Senior Debt”. 
Substantially concurrently with, but in any event, no later than one
Business Day after the Merger is consummated, the Securities shall be
designated as “Designated Senior Debt” as defined in and pursuant to the terms
of the indentures relating to the Existing Notes.


 


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 


 


38





















 


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 (A) the Company shall be the
continuing corporation or (B) 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 hereof (determined in either case on a consolidated
basis), and


 


(d)                                 each Guarantor (unless it is the other party
to the transactions above, in which case clause (a)(B) shall apply) shall have
by supplemental indenture confirmed that its Subsidiary Guarantee shall apply
to such Person’s obligations in respect of the Securities and the Indenture
and, if applicable, 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 the 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 the
Company with and into AMC Entertainment Inc. pursuant to the Merger Agreement
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


 


39





















 


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 Additional Interest) on any Security when it becomes due and
payable, 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);


 


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


 


(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)                                  (A) 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 (B) 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


 


40





















 


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 (A) an enforcement proceeding
shall have been commenced by any creditor upon such judgment or order or (B)
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:


 


(1)                                  commences a voluntary case or proceeding;


 


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


 


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


 


(4)                                  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;


 


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


 


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


 


(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 60 consecutive days; or


 


(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)                                  during the period from the Issue Date to the
closing of the Transactions, any violation of the covenants in the indentures
relating to the Existing Notes.


 


“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, 


 


41





















 


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.  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.  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.  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).


 


At any time after a declaration of acceleration has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, 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:


 


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


 


(1)                                  all overdue interest (including Additional
Interest) on all Securities,


 


(2)                                  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,


 


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


 


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


 


(b)                                 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.


 


Notwithstanding the preceding paragraph, 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


 


42





















 


annulled
if the Indebtedness that is the subject of such Event of Default (1) 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, (2) has been discharged or the holders thereof have
rescinded their declaration of acceleration in respect of such Indebtedness,
and (3) 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 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 Securityholder 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 (i) a Default in the
payment of the principal of or interest on a Security, (ii) 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 (iii) a Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of
each Securityholder 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
Securityholders 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 Securityholder may not pursue any remedy with respect to this
Indenture or the Securities unless:


 


43





















 


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


 


2                                          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


 


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


 


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 Securityholders 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 Securityholders 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;


 


44





















 


THIRD:  to the Company; and,


 


FOURTH:  the Trustee may fix a record date and payment
date for any payment to Securityholders pursuant to this Section.  At least 15 days before such record date, the
Company shall mail to each Securityholder 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 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.  i)  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.


 


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


 


(1)                                  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


 


(2)                                  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


 


45





















 


not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein).


 


(b)                                 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:


 


(1)                                  this paragraph does not limit the effect of
paragraph (b) of this Section;


 


(2)                                  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


 


(3)                                  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.


 


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


 


(d)                                 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.


 


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


 


(f)                                    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.


 


(g)                                 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.


 


(h)                                 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)–(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.


 


46





















 


(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.


 


(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.


 


(g)                                 The Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity or
enforceability of any Collateral (as defined in the Floating Rate Notes Escrow
Agreement) or any arrangement or agreement between the Company and any Person
with respect thereto, or the perfection or priority of any security interest
created in any of the Collateral (as defined in the Floating Rate Notes Escrow
Agreement) or the maintenance of any such perfection and priority, or for or with
respect to the sufficiency of the Collateral (as defined in the Floating Rate
Notes Escrow Agreement) following an Event of Default.


 


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 Securityholder 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
Securityholders.  In addition, during the
term of the Floating Rate Notes 


 


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Escrow Agreement, the Trustee shall provide written notice to the
Escrow Agent thereunder upon the occurrence of (i) Default, (ii) Event of
Default or (iii) the principal of, premium, if any, and accrued but unpaid
interest on the Securities having become immediately due and payable pursuant
to Section 6.02 and, in the case of clause (iii), either (x) a court of
competent jurisdiction by final and nonappealable judgment having determined
that such acceleration of the Securities was appropriate as a result of a bona
fide Event of Default hereunder or (y) such acceleration not having been
rescinded prior to January 30, 2005, in each case of which the Trustee has
actual knowledge


 


Section 7.06.   Reports by
Trustee to Holders.  As promptly as practicable after each May 15
beginning with May 15, 2005, and in any event prior to July 15 in each
year thereafter, the Trustee shall mail to each Securityholder a brief report
dated as of May 15 each year that complies with TIA 313(a), if and to the
extent required by such subsection.  The
Trustee shall also comply with TIA 313(b) and (c).


 


A copy of each report at the time of its mailing to
Securityholders 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
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


 


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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:


 


1                                          the Trustee fails to comply with Section 7.10;


 


2                                          the Trustee is adjudged bankrupt or
insolvent;


 


3                                          a receiver or other public officer takes
charge of the Trustee or its property; or


 


4                                          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.


 


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 Securityholders.  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 Securityholder 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


 


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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 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 310(b),
subject to the penultimate paragraph thereof; provided,
however, that there shall be excluded from the operation of TIA
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
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, among Marquee Holdings Inc. and HSBC Bank USA,
National Association providing for the issuance of the 12% Senior Discount
Notes dues 2014, the Indenture, dated August 18, 2004, among Marquee Inc.
and HSBC Bank USA, National Association providing for the issuance of 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, 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 311(a),
excluding any creditor relationship listed in TIA 311(b).  A Trustee who has resigned or been removed
shall be subject to TIA 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 (1) the
Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.07) for cancellation or (2) all
outstanding Securities have become


 


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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 caused to be deposited with the Trustee funds in trust solely for the
benefit of the Holders money in U.S. dollars, 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
Additional Interest, if any) to the date of maturity or redemption (other than
Securities replaced pursuant to Section 2.07); (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 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 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 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 at any time may terminate (i) all of its obligations under the
Securities and this Indenture (“legal defeasance option”) or (ii) its obligations under Section 5.01(c)
and Sections 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11(a), and the operation
of Sections 6.01(c) (with respect to a Event of Default due to a failure to
meet obligations under Section 5.01(c)), (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
the covenants of Article Four identified in the immediately preceding
paragraph and the provisions of 5.01(c)), 6.01(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 clauses (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.


 


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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
purpose of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of such Securities, (A)
cash in U.S. Dollars in an amount, or (B) Government Securities which through
the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment, cash in U.S. Dollars in an amount, or (C) a combination
thereof, 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 and discharge, the principal
of (and premium, if any) and interest (including any Additional 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.


 


(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;


 


(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 Federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Securityholders will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance and will be subject
to 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;


 


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(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 Securityholders will not recognize income, gain or loss
for Federal income tax purposes as a result of such covenant defeasance and
will be subject to 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.


 


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.


 


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 or interest that
remains unclaimed for two years, and, thereafter, Securityholders 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.


 


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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 Securityholder:


 


1                                          to cure any ambiguity, omission, defect or
inconsistency;


 


2                                          to comply with Article Five;


 


3                                          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 the Code or in
a manner such that the uncertificated Securities are described in Section 163(f)(2)(B)
of the Code;


 


4                                          to add Guarantees with respect to the
Securities or to secure the Securities;


 


5                                          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;


 


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


 


7                                          to make any change that does not adversely
affect the rights of any Securityholder.


 


After an amendment under this Section becomes
effective, the Company shall mail to Securityholders a notice briefly
describing such amendment.  The failure
to give such notice to all Securityholders, 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 amend this
Indenture or the Securities without notice to any Securityholder but with the
written consent of the Holders of at least 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
Securityholder affected thereby, an amendment may not:


 


(a)                                  change the Stated Maturity of the principal
of, or any installment of interest (including Additional Interest) on, any
Security, or reduce the principal amount thereof or the rate of interest
(including Additional 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 Additional 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); or


 


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(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; or


 


(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; or


 


(d)                                 modify any of the provisions of this Section or
Sections 6.04, 6.07 and 4.13, except to increase any such percentage 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.


 


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.


 


After an amendment under this Section becomes
effective, the Company shall mail to Securityholders a notice briefly
describing such amendment.  The failure
to give such notice to all Securityholders, 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 Securityholder. 
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 Securityholders 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 Securityholders 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.


 


55


















 


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 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 11.04 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


 


Guarantee


 


Section 10.01.   Subsidiary
Guarantee. 
Subject to the provisions of this Article Ten, 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 Additional 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 Ten
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
nonpayment.  Each Guarantor waives notice
of any default under the Securities or the Guarantor Obligations.


 


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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.


 


Except as set
forth in Section 10.02, 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 4.08, 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 10.03 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


 


57





















 


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.


 


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 10.02.   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 10.03.   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 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.


 


58





















 


(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:


 


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


 


(2)                                  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;


 


(3)                                  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


 


(4)                                  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 Restricted 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 Credit Facility and related
documentation and any other obligations of such Guarantor relating to any other
Indebtedness of the Company or its Restricted 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.


 


59





















 


Section 10.04.   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 10.04
shall in no respect limit the obligations and liabilities of each Guarantor to
the Trustee and the Holders and each Guarantor shall remain liable to the
Trustee and the Holders for the full amount guaranteed by such Guarantor
hereunder.


 


Section 10.05.   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 XI


 


Miscellaneous


 


Section 11.01.   Trust
Indenture Act Controls.  f 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 11.02.   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:


 


Stephan
Oppenheimer

Marquee Inc. 

c/o J.P. Morgan Partners (BHCA), LLC

1221 Avenue of the Americas, 39th Floor

New York, NY 10020-1080


 


if to
the Trustee:


 


60





















 


HSBC
Bank USA, National Association

452 Fifth Avenue

New York, NY 10018

Attention of: Corporate Trust


 


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 Securityholder shall be mailed to the Securityholder
at the Securityholder’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 Securityholder or any defect in it shall
not affect its sufficiency with respect to other Securityholders.  If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives
it.


 


Section 11.03.   Communication
by Holders with Other Holders.  Securityholders may communicate pursuant to
TIA 312(b) with other Securityholders 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 312(c).


 


Section 11.04.   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, other than the authentication of the Initial Securities on the date
hereof, the Company shall furnish to the Trustee:


 


1                                          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


 


2                                          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 11.05.   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:


 


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


 


2                                          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;


 


61





















 


3                                          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


 


4                                          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 11.06.   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.


 


Section 11.07.   Rules by
Trustee, Paying Agent and Registrar.  The Trustee may make reasonable rules for
action by or a meeting of Securityholders. 
The Registrar and the Paying Agent or co-registrar may make reasonable
rules for their functions.


 


Section 11.08.   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


 


62





















 


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 11.09.   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 11.10.   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
Securityholder shall waive and release all such liability.  The waiver and release shall be part of the
consideration for the issue of the Securities.


 


Section 11.11.   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 11.12.   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 11.13.   Reliance
on Financial Data.  In computing any amounts under this
Indenture: (i) to the extent relevant in computing any amounts under this
Indenture 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 (ii) 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.


 


Section 11.14.   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 11.15.   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.


 


63





















 


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


 


	
   

  	
  MARQUEE INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Mathew Lori

  
	
   

  	
   

  	
  Name: Mathew Lori

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herawattee Alli

  
	
   

  	
   

  	
  Name: Herawattee Alli

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 


64





















 


ANNEX 4.07(1)


 


MANAGEMENT


 


Employment Contracts, Termination of
Employment and Change of Control Arrangements


 


We have
entered into employment agreements with Messrs. Peter C. Brown, Philip M.
Singleton, Richard T. Walsh, John D. McDonald and Craig R. Ramsey each dated as
of July 1, 2001. Such persons currently receive the following annual
salaries pursuant to their employment contracts: Mr. Brown—$728,300; Mr.
Singleton—$468,200; Mr. Walsh—$338,200; Mr. Ramsey—$331,500; and Mr.
McDonald—$312,200. The employment agreements also provide for discretionary
bonuses, an automobile allowance, reimbursement of reasonable travel and
entertainment expenses and other benefits offered from time to time to other
executive officers. The employment agreement of Mr. Brown has a term of five
years, that of Mr. Singleton has a term of three years and those of Mr. Walsh,
Mr. Ramsey and Mr. McDonald have terms of two years. On the anniversary date of
each employment agreement, one year is added to its term, so that each
employment agreement always has a five-year, three-year or two-year term, as
the case may be, as of each anniversary date. Each employment agreement terminates
generally without severance if such employee is terminated for cause or upon
such employee’s retirement or resignation without good reason, each as defined
in his employment agreement. We will pay the employee a pro rata portion of the
bonus he would otherwise be eligible to receive upon termination by reason of
the employee’s retirement. If any of Messrs. Walsh, McDonald or Ramsey dies or
is terminated without cause or following his disability or terminates his
agreement subsequent to specified changes in his responsibilities, annual base
salary or benefits following a change of control, each as defined in the
agreement, he will be entitled to receive a lump sum cash payment equal to two
years annual base salary. If either Mr. Brown or Mr. Singleton dies or is
terminated without cause or following his disability or terminates his
agreement for good reason or following a change of control, each as defined in
the agreement, he will be entitled to receive (i) a lump sum cash payment equal
to five times the sum of such employee’s then annual base salary and annual
bonus such employee would be entitled to receive as if the target level had
been obtained and (ii) a cash payment equal to the difference between (a) the
value of all vested and unvested stock options granted to the employee which
have an exercise price per share less than the closing price per share of our
common stock on the date of termination and (b) the exercise price of such
options. The amounts payable under these employment agreements, assuming
termination by reason of a change of control as of July 1, 2004, were as
follows: Mr. Brown—$6,091,500; Mr. Singleton—$2,340,600, Mr. Walsh—$676,400;
Mr. McDonald—$624,400, and Mr. Ramsey—$663,000. The values of outstanding
employee stock options that would be payable under these employment agreements,
assuming termination by reason of a change of control as of July 1, 2004,
were as follows: Mr. Brown— $809,000 and Mr. Singleton—$333,000. Mr. Brown and
Mr. Singleton have each waived their right to termination payments that would
otherwise be payable in connection with a change of control as a result of the
Merger, subject to (i) our adoption within 60 days following


 










(1)                                  Capitalized
terms used but not defined herin shall have the meanings set forth in the
Offering Memorandum.


 





















 


the
consummation of the Merger of a new management stock option plan for
approximately 6% of the number of fully-diluted shares of our common stock
outstanding as of the date of the Merger and (ii) the opportunity to directly purchase
our shares at or around the time of the consummation of the Merger. Mr. Brown
and Mr. Singleton will be granted options to purchase approximately 113 and
116, respectively, of the shares initially reserved under the new option plan,
at an exercise price equal to the effective per share price paid by the
Sponsors in the Merger. Such options will vest 20% per year subject to the
executive’s continued employment and will vest in full upon consummation of a
change of control of us or Holdings. The Merger does not constitute a change of
control as defined in the employment agreements of Messrs. Walsh, McDonald or
Ramsey.


 


As permitted
by our 1994 and 1999 stock option and incentive plans, stock options granted to
participants thereunder provide for acceleration upon the termination of
employment within one year after the occurrence of certain change of control
events, whether such termination is voluntary or involuntary, or with or
without cause. In addition, the compensation committee may permit acceleration
upon the occurrence of certain extraordinary transactions which may not
constitute a change of control. The compensation committee may also permit
acceleration of awards under the 2003 Long-Term Incentive Plan upon the
occurrence of a change of control. The Merger will constitute a change of
control under our 1994 and 1999 stock option and incentive plans and
accordingly all outstanding options will be cancelled and holders of
in-the-money options under these plans will receive cash payments as a result
of the Merger. See “Use of Proceeds.”


 


We maintain a
severance pay plan for full-time salaried nonbargaining employees with at least
90 days of service. For an eligible employee who is subject to the Fair Labor
Standards Act overtime pay requirements, referred to as a “nonexempt eligible
employee,” the plan provides for severance pay in the case of involuntary
termination of employment due to layoff of the greater of two week’s basic pay
or one week’s basic pay multiplied by the employee’s full years of service up
to no more than twelve weeks’ basic pay. There is no severance pay for a
voluntary termination, unless up to two weeks’ pay is authorized in lieu of
notice. There is no severance pay for an involuntary termination due to an
employee’s misconduct. Only two weeks’ severance pay is paid for an involuntary
termination due to substandard performance. For an eligible employee who is
exempt from the overtime pay requirements, severance pay is discretionary (at
the department head/supervisor level), but will not be less than the amount
that would be paid to a nonexempt eligible employee.


 


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS


 


We seek to
ensure that all transactions with related parties are fair, reasonable and in
our best interest. In this regard, generally our board of directors or one of
our committees reviews material transactions between us and related parties to
determine that, in their best business judgment, such transactions meet that
standard. We believe that each of these transactions was on terms at least as
favorable to us as could have been obtained from an unaffiliated third party.
Set forth below is a description of certain transactions which have occurred
since April 4, 2003 or which involve obligations that remain outstanding as
of April 1, 2004.


 





















 


In connection
with the Company’s 1997 merger with Durwood, Inc., the Company agreed to pay
Mr. Stanley H. Durwood’s estate any credit amounts arising after March 31,
2000 that result from next tax benefits that the Company realizes from the
utilization of alternative minimum tax credit carry-forwards and Missouri
operating loss carry-forwards of Durwood, Inc. The maximum amount of credit
amounts that could be paid to Mr. Durwood’s estate is approximately $1.1
million. As of April 1, 2004, the Company has not realized any of Durwood,
Inc.’s net tax benefits on the tax returns it has filed since 1998.


 


We lease
certain of our theatres from Entertainment Properties Trust (“EPT”). Mr. Peter
C. Brown, Chairman of the Board, Chief Executive Officer and President of AMCE
was also the Chairman of the Board of Trustees of EPT until May of 2003 at
which time his term expired and he did not stand for reelection to the Board of
Trustees of EPT. Payments to EPT for rent were approximately $65,000,000 in
fiscal 2004.


 


During fiscal
2004, we sold the real estate assets associated with three theatres to EPT for
an aggregate purchase price of approximately $63.9 million and then leased the
real estate assets associated with the theatres from EPT pursuant to
non-cancelable operating leases with terms of 20 years at an initial lease rate
of 9.5% with options to extend for up to an additional 15 years. The leases are
triple net leases that require us to pay substantially all expenses associated
with the operation of the theatres, such as taxes and other governmental
charges, insurance, utilities, service, maintenance and any ground lease
payments.


 


On December 23,
2003 and January 29, 2004, we approved payment of legal fees in the amount
of $590,000 and reimbursement of other out-of-pocket expenses in the amount of
$170,000 on behalf of the initial purchasers of our Series A convertible
preferred stock. On November 18, 2003, December 23, 2003 and May 25,
2004, we approved payment of legal fees in the amount of $235,000 on behalf of
our Class B stockholder, the Durwood Voting Trust. The costs were incurred in
connection with the consideration of a possible business combination between us
and Loews Cineplex Entertainment Corporation. On January 22, 2004, we announced
that our previously announced discussions with Loews Cineplex Entertainment
Corporation relating to a possible business combination have been terminated.


 


On April 19,
2001, we entered into an investment agreement and certain related agreements
with certain affiliates of Apollo, one of our Sponsors. Pursuant to that
agreement, we sold the Apollo affiliates an aggregate of 92,000 shares of
Series A convertible preferred stock and 158,000 shares of Series B
exchangeable preferred stock. All outstanding Series B exchangeable preferred
stock was subsequently exchanged for Series A convertible preferred stock. As
of April 19, 2004, the Apollo affiliates owned 94.1% of our Series A
convertible preferred stock. Pursuant to our agreements with the Apollo affiliates,
we may not take certain corporate actions, including the consummation of the
Merger and the issuance of these notes, without the prior consent of Apollo. We
refer to these approval rights granted to the Apollo affiliates as the “preferred
stock approval rights.”


 


Apollo has
consented to the Merger for purposes of its preferred stock approval rights.
See “Apollo and Durwood voting agreements” below. In connection with the
Merger, Apollo will receive up to an aggregate amount of cash proceeds for its AMCE
shares of approximately (i) $869.8 million if the Merger is consummated on or
after October 1, 2004 up to


 





















 


and including December 31,
2004, including $85.7 million attributable to distributions payable to Apollo
pursuant to the terms of the Series A convertible preferred stock, and (ii) due
to the timing of dividend payments at the end of each calendar quarter for the
Series A convertible preferred stock, $855.3 million if the Merger is
consummated on or after January 1, 2005 up to and including January 31,
2005, including $71.3 million attributable to distributions payable to Apollo
pursuant to the terms of the Series A convertible preferred stock.
Additionally, the Sponsors will receive $20.0 million in the aggregate in
payment of transaction fees in connection with the Transactions, which are
included in “Use of Proceeds.” Upon consummation of the Merger, JPMP and Apollo
will own a majority, and certain members of management will own a portion, of
the voting stock Holdings, and Holdings will own all of our common stock.


 


Affiliates of
JPMorgan Chase Bank, who are affiliates of JPMP, are an initial purchaser of
the notes and have provided commitments with respect to certain of the
financings contemplated hereby. See “Summary—The Transactions.” In addition,
J.P. Morgan Trust Company, National Association, which is an affiliate of JPMP,
is acting as escrow agent and securities intermediary in connection with the
escrow account described in this offering memorandum and in connection with the
Opco Notes, for which it will be paid customary fees.


 


For a
description of certain employment agreements between us and Messrs. Peter C.
Brown, Philip M. Singleton, John D. McDonald, Richard T. Walsh and Craig R.
Ramsey, see “Management— Employment Contracts, Termination of Employment and
Change of Control Arrangements.”


 


Subscription
agreement


 


In connection
with the Transactions, JPMP and Apollo entered into a subscription agreement on
July 22, 2004 that provided that JPMP and Apollo have committed to
contribute approximately $393.5 million and approximately $391.9 million,
respectively, to Holdings in exchange for 50.1% and 49.9% of Holdings’ common
stock, respectively, although these percentages will be reduced once certain
members of management purchase common stock of Holdings in amounts to be
determined. The agreement provides that we will be prohibited from taking
certain significant actions including those related to tax structuring,
financing, selection and arrangements for retention of management and regulatory
approvals and from taking any action or making any decision relating to the
merger agreement without the approval of both Sponsors. The Sponsors also
agreed to in good faith to negotiate their rights and obligations with respect
to registration rights, tag-along rights, drag-along rights and obligations,
transfer restrictions and pre-IPO preemptive rights before consummation of the
Merger, but have not done so as of the date of this offering memorandum. We may
pay the Sponsors an annual management fee of up to $2.0 million in the
aggregate, although no final decision has been made in this regard.


 


Apollo and Durwood
voting agreements


 


In connection
with the Transactions, we entered into voting agreements with Apollo and
certain of its affiliates as well as the Durwood Voting Trust. Under each of
their respective agreements, Apollo and the Durwood Voting Trust each agreed to
vote, with respect to Apollo and its affiliates, their respective shares of
common stock, including any common


 





















 


stock received
upon the conversion of preferred stock and, with respect to the Durwood Voting
Trust, its shares of Class B common stock, in favor of the Merger and related
transactions and against any action that Apollo or the Durwood Voting Trust, as
the case may be, is aware would result in a breach of the Merger Agreement or
would reasonably be expected to result in a failure of a condition to the
Merger Agreement. The Company also granted a waiver of certain restrictions
under existing agreements, allowing Apollo and other stockholders to convert
their shares of preferred stock into common stock immediately prior to the
Merger in accordance with the Company’s certificate of designations relating to
the preferred stock. In addition, pursuant to the Apollo voting agreement, Apollo
has consented to the Merger. Both of the Apollo and Durwood voting agreements
terminate in the event the Company’s Independent Committee or Board of
Directors changes its recommendation of the Merger to the shareholders or in
the event the Merger Agreement terminates in accordance with its terms. Apollo
has also consented to the Merger and the other transactions contemplated by the
Merger Agreement for purposes of its “preferred stock approval rights” granted
to it pursuant to the April 2001 investment agreement.


 


Tax sharing
agreement


 


We will enter
into a tax sharing agreement with Holdings under which we will make cash
payments to Holdings to enable it to pay any (i) Federal, state or local income
taxes to the extent that such income taxes are directly attributable to our or
our subsidiaries’ income and (ii) franchise taxes and other fees required to
maintain Holdings’ legal existence as well as up to $3.5 million in any fiscal
year to permit Holdings to pay its corporate overhead expenses incurred in the
ordinary course of business and salaries or other compensation of employees who
perform services for both us and Holdings.


 





















 


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 Senior Floating Rate Notes due
2010, 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(c).


 


“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 Senior Floating Rate Notes due
2010 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





















 


“Initial Purchasers” means J.P. Morgan Securities Inc.,
Citigroup Global Markets Inc., UBS Securities LLC, BNP Paribas Securities Corp.
and Scotia Capital (USA) Inc.


 


“Initial Securities” means Initial Securities in the aggregate principal amount of $205,000,000 issued on August 18,
2004.


 


“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 August 18,
2004, 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 August 6,
2004, between the Company 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 August 18, 2004, between the Company 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.


 


“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.


 


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“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.


 


“Temporary Regulation S Global Security” means
the securities offered and sold outside the United States in reliance on
Regulation S, issued and only available initially in the form of one or more
temporary global Securities with such applicable legends as are provided for in
Section 2.3(e)(i).


 


“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 Temporary 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 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


 


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by the Trustee as provided in
this Indenture.  One or more global
securities in definitive, fully registered form without interest coupons and
bearing the Global Securities Legend and the Restricted Securities Legend
(collectively, the “IAI Global Security”) shall also be issued on the Issue
Date, deposited 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 to accommodate
transfers of beneficial interests in the Securities to IAIs subsequent to the
initial distribution.  Beneficial
ownership interests in the Temporary Regulation S Global Security shall
not be exchangeable for interests in the Rule 144A Global Security, the
IAI Global Security, a permanent Regulation S Global Security or any Security
without a Restricted Securities Legend until the expiration of the Distribution
Compliance Period.  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(b) shall apply only to a Global Security deposited with or on
behalf of the Depository.


 


The Company
shall execute and the Trustee shall, in accordance with this Section 2.1(b)
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: (1) Initial Securities for original
issue in an aggregate principal amount of $205,000,000, (2) any Additional
Securities, if and when issued pursuant to the Indenture; and (3) the Exchange


 


A-4





















 


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.


 


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


 


A-5





















 


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 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


 


A-6





















 


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.


 


(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


 


A-7





















 


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 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 Temporary 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
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.


 


THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (1) TO THE
COMPANY OR ANY OF ITS SUBSIDIARIES, (2) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (3) FOR SO LONG AS
THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED


 


A-8





















 


BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
SECURITY), (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (5) TO AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT OR (6) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (4), (5) OR (6) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM.  THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF
THE COMPANY THAT IT IS (A) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A, (B) AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING
THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (C) A
NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF 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.


 


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


 


EXCEPT AS SET
FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S
GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT
REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN
THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND


 


A-9





















 


CONTAINING
RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION
COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(B)(2) OF REGULATION S
UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY
SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY
NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION
THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.  DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE
PERIOD, BENEFICIAL OWNERSHIP IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY
ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR SYSTEM OR CLEARSTREAM
LUXEMBOURG, A SOCIETE ANONYME AND ONLY (1) TO THE COMPANY, (2) WITHIN 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, (3) OUTSIDE THE UNITED
STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT OR
(4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH OF CASES (1) THROUGH (4) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS.  HOLDERS OF INTERESTS IN THIS TEMPORARY
REGULATIONS S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE
RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.


 


BENEFICIAL
INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR
INTERESTS IN A GLOBAL TRANSFER RESTRICTED SECURITY ONLY IF (1) SUCH EXCHANGE
OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH
RULE 144A, AND (2) THE TRANSFEROR OF THE TEMPORARY REGULATION S
GLOBAL SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE
FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL
SECURITY IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR
REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A AND (C) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.


 


BENEFICIAL
INTERESTS IN A GLOBAL TRANSFER RESTRICTED SECURITY MAY BE TRANSFERRED TO A
PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S
GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY
DISTRIBUTIONCOMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE
TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE
EFFECT THAT IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904
OF REGULATION S OR RULE 144 (IF AVAILABLE) AND THAT, IF SUCH TRANSFER
OCCURS PRIOR TO THE EXPIRATION OF THE 40-DAYDISTRIBUTION


 


A-10





















 


COMPLIANCE
PERIOD, THE INTEREST TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH
EUROCLEAR SYSTEM OR CLEARSTREAM LUXEMBOURG, A SOCIETE ANONYME.


 


(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 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


 


A-11





















 


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.


 


(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,


 


A-12





















 


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 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)                                  Global Security deposited with the Depository
or with the Trustee as Securities Custodian pursuant to Section 2.1 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.


 


A-13





















 


(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-14





















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
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.


 


THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (1) TO THE
COMPANY OR ANY OF ITS SUBSIDIARIES, (2) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (3) FOR SO LONG AS
THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE 


 


A-15


















 


ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
SECURITY), (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (5) TO AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT OR (6) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (4), (5) OR (6) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM.  THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (A) A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) AN
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (C) A NON-U.S. PERSON OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF 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.


 


[Temporary Regulation S Global
Securities Legend]


 


EXCEPT AS SET FORTH BELOW, BENEFICIAL
OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE
EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY
OTHER SECURITY REPRESENTING AN INTEREST IN THE


 


A-16





















 


SECURITIES REPRESENTED HEREBY WHICH DO NOT
CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF
THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF
RULE 903(B)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY
UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH
BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO
PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION
UNDER THE SECURITIES ACT.  DURING SUCH 40-DAY
DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP IN THIS TEMPORARY
REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH
EUROCLEAR SYSTEM OR CLEARSTREAM LUXEMBOURG, A SOCIETE ANONYME AND ONLY (1) TO
THE COMPANY, (2) WITHIN 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, (3) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH
RULE 904 UNDER THE SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (1) THROUGH (4) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES AND OTHER JURISDICTIONS.  HOLDERS
OF INTERESTS IN THIS TEMPORARY REGULATIONS S GLOBAL SECURITY WILL NOTIFY ANY
PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF
THEN APPLICABLE.


 


BENEFICIAL INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS IN A GLOBAL
TRANSFER RESTRICTED SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION
WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A, AND
(2) THE TRANSFEROR OF THE TEMPORARY REGULATION S GLOBAL SECURITY
FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO
THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING
TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO
A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
THE UNITED STATES AND OTHER JURISDICTIONS.


 


BENEFICIAL INTERESTS IN A GLOBAL TRANSFER
RESTRICTED SECURITY MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE
FORM OF AN INTEREST IN THE REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR
AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE
TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM
ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT IF SUCH TRANSFER IS BEING MADE
IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF
AVAILABLE) AND THAT, IF SUCH


 


A-17





















 


TRANSFER OCCURS PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION
COMPLIANCE PERIOD, THE INTEREST TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER
THROUGH EUROCLEAR SYSTEM OR CLEARSTREAM LUXEMBOURG, A SOCIETE ANONYME.


 


A-18





















 


[FORM OF FACE
OF INITIAL SECURITY]


 


85/8%
Senior Notes due 2012


 




	
  No. R-

  	
   

  	
  CUSIP No.

  






 


MARQUEE INC., a Delaware corporation,
promises to pay to Cede & Co., or registered assigns, the principal sum of
                 
Dollars
(               )
on August 15, 2010.


 


Interest Payment Dates:  February 15,
May 15, August 15 and November 15, commencing November 15, 2004.


 


Record Dates:  February 1, May 1, August 1
and November 1.


 


A-19





















 


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


	
   

  	
  MARQUEE 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-20





















 


[FORM OF REVERSE SIDE OF
INITIAL SECURITY]


 


Senior Floating Rate Notes due
2010


 


1.     Interest.  (a). 
Marquee Inc., a Delaware corporation (such corporation, and its
successors under the Indenture hereinafter referred to, being herein called the
“Company”)) organized by Apollo Management L.P. and J.P. Morgan Partners
LLC and formed for the purpose of merging with and into AMC Entertainment Inc.,
promises to pay interest on the principal amount of this Security at the rate
and in the manner set forth below.  The
Company will pay interest quarterly, in arrears, on February 15, May 15, August 15
and November 15 of each year, commencing November 15, 2004, in
immediately available funds.  Interest on
the Securities will accrue at the rate, reset quarterly, of LIBOR plus 4.25%,
as determined by the Calculation Agent, from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that the first Interest Payment Date shall be November 15,
2004.  Interest from the date of issuance
through November 15, 2004 shall accrue at a rate of 5.91% per annum.  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.


 


The amount of interest for each day that the
Securities are outstanding (the “Daily Interest Amount”) will be
calculated by dividing the interest rate in effect for such day by 360 and
multiplying the result by the principal amount of the Securities.  The amount of interest to be paid on the
Securities for each Interest Period will be calculated by adding the Daily
Interest Amounts for each day in the Interest Period.


 


All percentages resulting from any of the
above calculations will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one-millionths of a percentage
point being rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all
dollar amounts used in or resulting from such calculations will be rounded to
the nearest cent (with one-half cent being rounded upwards).


 


The interest rate on the Securities will in
no event be higher than the maximum rate permitted by New York law as the same
may be modified by United States law of general application.


 


The Calculation Agent will, upon the request
of any Holder, provide the interest rate then in effect with respect to the
Securities.  All calculations made by the
Calculation Agent in the absence of manifest error will be conclusive for all
purposes and binding on the Company, the Guarantors and the Holders.


 


(b)           Additional Interest.  The holder of this Security is entitled to
the benefits of a Registration Rights Agreement, dated as of August 18,
2004, between the Company and the Initial Purchasers named therein (the “Registration
Rights Agreement”).  The Additional
Interest (as defined in the Registration Rights Agreement), if any, will be
payable in cash quarterly in arrears each February 15, May 15, August 15
and November 15, in immediately available funds.


 


A-21





















 


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 February 1, May 1, August 1
or November 1 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,
Registrar and Calculation Agent


 


Initially, HSBC Bank USA, National
Association, a national banking association (the “Trustee”), will act as
Paying Agent, Registrar and Calculation Agent. 
The Company may appoint and change 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, but may not act as Calculation Agent.


 


4.             Indenture


 


The Company issued the Securities under an
Indenture dated as of August 18, 2004 (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 Securityholders 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
$205,000,000 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 and, prior to the consummation of the merger
of Marquee Inc. with and into AMC Entertainment Inc., engage in certain
activities.  These limitations are
subject to significant exceptions. 
Notwithstanding anything in the


 


A-22





















 


Indenture to the contrary, prior to the consummation of the merger of
the Company with and into AMC Entertainment Inc., the Company will be
prohibited from engaging in certain activities.


 


5.             Optional  Redemption


 


Except as set forth below in paragraph 6
herein, the Securities may not be redeemed prior to August 15, 2006.  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 August 15
of the years set forth below:


 


	
  Period

  	
   

  	
  Redemption Price

  	
   

  
	
  2006

  	
   

  	
  103.000

  	
  %

  
	
  2007

  	
   

  	
  102.000

  	
  %

  
	
  2008

  	
   

  	
  101.000

  	
  %

  
	
  2009 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


Prior to August 15, 2006, 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 equal to 100% 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


 


(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.             Special  Redemption


 


In the event that (i) the Merger
Agreement is terminated or (ii) the Transactions are not closed on or before January 31,
2005, (each a “Special Mandatory Redemption Event”), then the Company will
redeem the Securities, in whole but not in part, within two Business Days’
notice, at a redemption price in cash equal to 100% of the issue price of the
Securities plus accrued and unpaid interest to, but excluding, the Special
Redemption Date pursuant to the terms of the Floating Rate Notes Escrow
Agreement.  The “Special Redemption Date”
means the second Business Day after the first Special Mandatory Redemption
Event.  Any redemption made pursuant to
this Section 6 shall be made pursuant to the procedures set forth in the
Floating Rate Notes Escrow Agreement.


 


7.             Sinking Fund


 


The Securities are not subject to any sinking
fund.


 


A-23





















 


8.             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 his or her
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.


 


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 or any part of 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 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.


 


A-24





















 


13.           Discharge and Defeasance


 


Subject to certain conditions, 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 Securityholder 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 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 or to surrender rights
and powers conferred on the Company; (vii) to comply with the requirements of
the SEC in order to effect or maintain the qualification of the Indenture under
the TIA; or (viii) to make any change that does not adversely affect the rights
of any Securityholder.


 


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 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 nonpayment 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


 


A-25





















 


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 Securityholder
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 Securityholder 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.


 


21.           CUSIP  Numbers


 


Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Securities and has directed the
Trustee to use CUSIP numbers in notices of redemption as a convenience to
Securityholders.  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: Stephan Oppenheimer, Marquee Inc., c/o J.P.
Morgan Partners (BHCA), LLC. 1221 Avenue of the Americas, 39th
Floor, New York, New York 10020-1080.


 


A-26





















 


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-27





















 


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-28





















 


[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-29





















 


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-30





















 


EXHIBIT B


 


Form Of Certificate To Be
Delivered

In Connection With Transfers To IAI


 


Marquee Inc.


 


In care of


 


[               ]


[               ]


[               ]


 


Ladies and Gentlemen:


 


This certificate is delivered to request a
transfer of $[   ] principal amount of the
Senior Floating Rate Notes due 2010 (the “Securities”) of Marquee 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 complying with the requirements of Rule 144A under the Securities
Act (“Rule 144A”), to a 


 


B-1





















 


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 of: Corporate Trust


 


	
  Re:

  	
   

  	
  Marquee Inc. (“the Company”) Senior
  Floating Rate Notes due 2010 (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.


 


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.


 


C-1





















 


	
   

  	
  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”),
Marquee 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 August 18,
2004 (as amended, supplemented, waived or otherwise modified, the “Indenture”),
providing for the issuance of Senior Floating Rate Notes due 2010 of the
Company (the “Securities”);


 


WHEREAS, Section 4.08 of the Indenture
provides that the Company is required to cause each Subsidiary that Guarantees
obligations under the 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 Securityholder;


 


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,
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MARQUEE INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN MULTI-CINEMA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMC REALTY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  AMC ENTERTAINMENT INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL CINEMA NETWORK, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMC-GCT, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN MULTI-CINEMA OF FLORIDA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PREMIUM THEATER OF MAYFAIR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-5





















 


	
   

  	
  PREMIUM CINEMA OF YORKTOWN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PREMIUM THEATER OF FRAMINGHAM, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLUB CINEMA OF MAZZA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GCT PACIFIC BEVERAGE SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-6





















 


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 August 18, 2004 by and among Marquee
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 Ten 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 Ten of the Indenture, and
reference is hereby made to the Indenture for the precise terms and limitations
of this Subsidiary Guarantee.  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.


 


[Signatures on Following Pages]


 


E-1





















 


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


 


	
   

  	
  [                                               ]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


E-2