Exhibit
4.9(a)


 


MARQUEE INC.


 


AND


 


 


HSBC BANK USA,
NATIONAL ASSOCIATION


 


AS TRUSTEE


 


 


85/8% SENIOR NOTES DUE 2012


 


 


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
  and Paying 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

  	
   

  



 


i





















 


	
  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

  	
   

  



 


ii





















 


	
  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 

  



 


iii





















 


	
   

  	
   

  	
  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 85/8%
Senior Notes due 2012, 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 85/8% Senior Notes due 2012 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 85/8% Senior Notes
due 2012 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.


 


“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).


 


“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.


 


2





















 


“Cash Equivalents” means: (i) United States dollars; (ii)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality; (iii) certificates of
deposit and eurodollar time deposits with maturities of six months or less from
the date of acquisition, bankers’ acceptances with maturities not exceeding six
months and overnight bank deposits, in each case with any United States
domestic commercial bank having capital and surplus in excess of $500 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 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.


 


3





















 


“Consolidated EBITDA” means, with respect to any Person for any
period, the Consolidated Net Income (Loss) of such Person for such period
increased (to the extent deducted in determining Consolidated Net Income
(Loss)) by the sum of: (i) all income taxes of such Person and its Subsidiaries
paid or accrued in accordance with GAAP for such period (other than income
taxes attributable to extraordinary, unusual or 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 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


 


4





















 


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.


 


“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.


 


5





















 


“Escrow Agreements” means, collectively,
the Fixed 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 Senior Floating Rate Notes due 2010 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.


 


“Fixed 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 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.


 


6





















 


“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.


 


“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


 


7





















 


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 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.


 


“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.


 


“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.


 


8





















 


“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.


 


“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.


 


9





















 


“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 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;


 


10





















 


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


 


(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;


 


11





















 


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


 


12





















 


(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 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;


 


13





















 


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


 


(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;


 


14





















 


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


 


(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


 


15





















 


of the Securities, the Refinancing Indebtedness
has a Stated Maturity at least 91 days later than the Stated Maturity of the
Securities;


 


(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.


 


“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;


 


16





















 


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


 


17





















 


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


 


18





















 


“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.


 


“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.


 


19





















 


“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

  	
   

  
	
  “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
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.


 


20





















 


“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 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.


 


21





















 


Subject to Section 2.03,
the Trustee shall authenticate Initial Securities for original issue on the
Issue Date in the aggregate principal amount of $250,000,000.  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 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


 


22





















 


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.


 


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


 


23





















 


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


 


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


 


Section 2.05.   Paying Agent To Hold Money in Trust.  Prior to each due date of the principal and
interest on any Security, the Company shall deposit with the Paying Agent a sum
sufficient to pay such principal
and interest so becoming due.  The
Company shall require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent shall hold in trust for the benefit of
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 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.


 


24





















 


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 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.


 


25


















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 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


 


26





















 


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. Interest on the Securities shall be
computed on the basis of a 360-day year of twelve 30-day months and actual days
elapsed.


 


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.


 


27





















 


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;


 


(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.


 


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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 Fixed 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 3.07 shall be made pursuant to the procedures set forth in
the Fixed 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.


 


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;


 


29





















 


provided, however, that
the Company shall not be required to preserve any such corporate existence and
corporate power and authority if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries taken as a whole.


 


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


 


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


 


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


 


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


 


(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


 


31





















 


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
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:


 


32





















 


(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 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


 


33





















 


more than 5% of the equity interest in any such Subsidiary is owned,
directly or indirectly (other than by direct or indirect ownership of an equity
interest in the Company), by any Affiliate of the Company other than a
Subsidiary);


 


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


 


(v)           the
existence of, or the performance by the Company or any of its Subsidiaries of
its obligations under the terms of, any agreements that are described in the
Offering 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


 


34





















 


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).


 


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


 


35





















 


deliver to the
Trustee an Officers’ Certificate specifying such Default, notice or other
action within 10 Business Days of its occurrence.


 


Section 4.13.  Waiver of Certain
Covenants.  The Company
may omit in any particular instance to comply with any covenant or condition
set forth in Sections 4.03 to 4.10 and Section 4.11(a), if before the time
for such compliance, the Holders of a majority in aggregate principal amount of
the Securities at the time outstanding shall, by written direction of such
Holders, waive such compliance in such instance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the 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
Fixed Rate Notes Escrow Agreement shall exclusively control the conditions
under which and procedures pursuant to which Collateral (as defined in the
Fixed Rate Notes Escrow Agreement) can be released and (ii) it will not attempt
to have any Collateral (as defined in the Fixed Rate Notes Escrow Agreement)
released from escrow except in accordance with the Fixed 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.


 


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ARTICLE V




Successor Company


 


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


 


(a)           either
(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.


 


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


 


ARTICLE VI




Defaults and Remedies


 


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


 


(a)           default
in the payment of any interest (including any 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;


 


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


 


(g)           one or more final
judgments or orders shall be rendered against the Company or any Significant
Subsidiary for the payment of money, either individually or in an aggregate
amount, in excess of $5.0 million and shall not be discharged and either (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


 


39





















 


(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, 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


 


40





















 


(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 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


 


41





















 


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:


 


(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


 


42





















 


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;


 


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


 


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


 


43





















 


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


 


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


 


(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.


 


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


 


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


 


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


 


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


 


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


 


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


 


44





















 


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.


 


(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 Fixed 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 Fixed 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 Fixed 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


 


45





















 


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 Fixed Rate Notes 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


 


46





















 


without the Company’s consent, such consent
not to be unreasonably withheld.  All indemnifications
and releases from liability granted hereunder to the Trustee shall extend to
its officers, directors, employees, agents, successors and assigns.


 


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


 


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


 


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


 


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


 


(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.


 


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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 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 Senior Floating Rate Notes due 2010, 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).


 


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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 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).


 


49





















 


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.


 


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;


 


50





















 


(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;


 


(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


 


51





















 


under this Indenture and the Securities shall
be revived and reinstated as though no deposit had occurred pursuant to this Article Eight
until such time as the Trustee or Paying Agent is permitted to apply all such
money or Government Securities in accordance with this Article Eight; provided, however, that, if the Company
has made any payment of interest on or principal of any Securities because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
or Government Securities held by the Trustee or Paying Agent.


 


ARTICLE IX




Amendments


 


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


 


52





















 


(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


 


(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


 


53





















 


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.


 


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


 


54





















 


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.


 


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


 


55


















 


promises to and will, upon receipt of written demand by the Trustee,
forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to
the sum of (i) the unpaid amount of such Guarantor Obligations then due and
owing and (ii) accrued and unpaid interest on such Guarantor Obligations then
due and owing (but only to the extent not prohibited by law).


 


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


 


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 


 


56





















 


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.


 


(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 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
Subsidiaries terminate upon consummation of such transaction.


 


57





















 


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


 


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


 


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


 


Section 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:


 


58





















 


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:


 


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.


 


59





















 


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;


 


(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, 


 


60





















 


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 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.


 


61





















 


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.


 


62





















 


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

  



 


63





















 


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 the 


 










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


 





















 


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
85/8%
Senior Notes due 2012, to be originally issued from time to time, excluding
Exchange Securities and Private Exchange Securities, in one or more series as
provided for in this Indenture.


 


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


 


“Clearstream” means Clearstream Luxembourg, a société anonyme.


 


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


 


“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
85/8%
Senior Notes due 2012 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
$250,000,000 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.


 


A-2





















 


“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 


 


A-3





















 


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 $250,000,000, (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 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 TRANSFER OCCURS PRIOR TO THE EXPIRATION OF THE 40-DAY
DISTRIBUTION 


 


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, 2012.


 


Interest
Payment Dates:  February 15, and August 15, commencing February 15,
2005.


 


Record Dates:
 February 1, and August 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]


 


85/8%
Senior Note due 2012


 


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 per annum shown
above.  The Company will pay interest
semiannually, in arrears, on February 15 and August 15 of each year, commencing February 15, 2005, in
immediately available funds.  Interest on
the Securities will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of issuance.  Interest shall be computed on the basis of a
360-day year of twelve 30-day months. 
The Company shall pay interest on overdue principal at the rate borne by
the Securities plus 1% per annum, and it shall pay interest on overdue installments
of interest at the rate borne by the Securities to the extent lawful.


 


(b)                                 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
semiannually in arrears each February 15 and August 15, in
immediately available funds.


 


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 or August 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 and Registrar


 


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


 


A-21





















 


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


 


4.                                       Indenture


 


The Company
issued the Securities under an Indenture dated as of 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 $250,000,000 and additional amounts as part of the same series
or new series under the Indenture which are unlimited (subject to Sections 2.01
and 2.10 of the Indenture).  The
Indenture imposes certain limitations on the ability of the Company and its
Subsidiaries to, among other things, incur additional indebtedness, pay
dividends or make distributions in respect of their capital stock, purchase or
redeem capital stock, enter into transactions with stockholders or certain
affiliates, create liens or consolidate, merge or sell all or substantially all
of the Company’s assets, other than in certain transactions between the Company
and one or more of its Wholly-Owned Subsidiaries.  These limitations are subject to significant
exceptions.  Notwithstanding anything in
the 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,
2008.  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

  	
   

  
	
  2008

  	
   

  	
  104.313

  	
  %

  
	
  2009

  	
   

  	
  102.156

  	
  %

  
	
  2010 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


Prior to August 15, 2007, the Company may
on any one or more occasions redeem up to 35% of the original aggregate
principal amount of the Securities with the Net Cash Proceeds of one or more
Equity Offerings at a redemption price of 108.625% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the redemption date
(subject to the right of holders of


 


A-22





















 


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 Fixed 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 Fixed Rate Notes Escrow Agreement.


 


7.                                       Sinking Fund


 


The Securities
are not subject to any sinking fund.


 


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.


 


A-23





















 


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.


 


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.


 


A-24





















 


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 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).


 


A-25





















 


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 85/8% Senior Notes due 2012 (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”) 85/8%
  Senior Notes due 2012 (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 85/8% Senior Notes due 2012 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  MARQUEE INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  AMERICAN MULTI-CINEMA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  AMC REALTY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-4





















 


	
   

  	
  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:

  



 


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  PREMIUM CINEMA OF YORKTOWN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  PREMIUM THEATER OF FRAMINGHAM, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  CLUB CINEMA OF MAZZA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  GCT PACIFIC BEVERAGE SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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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]


 


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


 


	
   

  	
  [                                               ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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