Exhibit
4.9(b)


 


This Supplemental Indenture, dated as of December
23, 2004 (this “Supplemental  Indenture” or “Guarantee”),
among American Multi-Cinema, Inc., AMC Realty, Inc., AMC Entertainment
International, Inc., National Cinema Network, Inc., AMC-GCT, Inc., American
Multi-Cinema of Florida, Inc., Centertainment, Inc., Premium Theater of
Mayfair, Inc., Premium Cinema of Yorktown, Inc., Club Cinema of Mazza, Inc.,
Premium Theater of Framingham, Inc., GCT Pacific Beverage Services, Inc., AMC
Card Processing Services, Inc. (each a “Subsidiary Guarantor” and
collectively, the “Subsidiary Guarantors”), AMC Entertainment Inc., as
successor by merger to Marquee Inc. (together with its successors and assigns,
the “Company”), 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 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 to execute and deliver to the Trustee a supplemental indenture
pursuant to which such Subsidiary will fully and unconditionally Guarantee, on
a joint and several basis, 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 and the Company 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 Guarantors, the Company 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.


 





















 


ARTICLE II



Agreement to be Bound; Guarantee


 


SECTION
2.1  Agreement to be Bound.  Each
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.  Each 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.  Each Subsidiary Guarantor agrees, on a joint
and several basis with each other Subsidiary Guarantor, 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 Guarantors shall be given as provided in the Indenture to each
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 is made solely
by the Company.


 


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.


 





















 


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.


 





















 


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


 


	
   

  	
  AMERICAN MULTI-CINEMA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMC REALTY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMC ENTERTAINMENT INTERNATIONAL,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL CINEMA NETWORK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMC-GCT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
					



 





















 


	
   

  	
  AMERICAN MULTI-CINEMA OF FLORIDA,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PREMIUM THEATER OF MAYFAIR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PREMIUM CINEMA OF YORKTOWN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PREMIUM THEATER OF FRAMINGHAM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
					



 





















 


	
   

  	
  CLUB CINEMA OF MAZZA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GCT PACIFIC BEVERAGE SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMC CARD PROCESSING SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HSBC BANK
  USA, NATIONAL ASSOCIATION

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herawatee Alli

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Herawatee Alli

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMC ENTERTAINMENT INC.,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
					



 





















 


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 AMC
Entertainment Inc., as successor by merger to 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]


 





















 


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


 


	
   

  	
  AMERICAN MULTI-CINEMA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMC REALTY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMC ENTERTAINMENT INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL CINEMA NETWORK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMC-GCT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
						



 





















 


	
   

  	
  AMERICAN MULTI-CINEMA OF FLORIDA,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PREMIUM THEATER OF MAYFAIR, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PREMIUM CINEMA OF YORKTOWN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PREMIUM THEATER OF FRAMINGHAM, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
						



 





















 


	
   

  	
  CLUB CINEMA OF MAZZA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GCT PACIFIC BEVERAGE SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMC CARD PROCESSING SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer