Exhibit 4.12(b)


 


THIS
GUARANTOR JOINDER AGREEMENT (this “Guarantor Joinder
Agreement”) is entered into effective as of December 23, 2004,
by 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. and AMC
Card Processing Services, Inc.


 


Pursuant
to Section 13 of the Registration Rights Agreement, dated as of August 18, 2004
(the “Registration Rights Agreement”),
among Marquee Inc., a Delaware corporation (the “Company”),
relating to the Company’s Senior Floating Rate Notes due 2010, the Guarantors
(as defined in the Registration Rights Agreement) from time to time party
thereto and the Initial Purchasers (as defined in the Registration Rights
Agreement), the Company agreed to cause the Guarantors to become parties to the
Registration Rights Agreement as Guarantors upon the Marquee Closing Date (as
defined in the Registration Rights Agreement) by executing and delivering to
the Company a Guarantor Joinder Agreement; and


 


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. and AMC Card Processing Services,
Inc. hereto have each agreed to execute this Guarantor Joinder Agreement to
become parties to, and Guarantors under, the Registration Rights Agreement.


 


NOW, THEREFORE, each of the undersigned agrees as
follows:


 


1.                                       Registration
Rights Agreement.  By executing this
Guarantor Joinder Agreement, each of the undersigned does hereby acknowledge
the terms of, and agrees to become a party to, and a Guarantor under, the
Registration Rights Agreement with the same force and effect as if originally
named therein as a Guarantor and, without limiting the generality of the
foregoing, hereby expressly assumes all obligations and liabilities of a
Guarantor thereunder.


 


2.                                       GOVERNING
LAW.  THIS GUARANTOR JOINDER
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE
OF NEW YORK.


 


[Signature pages follow]


 





















 


IN
WITNESS WHEREOF, each of the undersigned has executed this Guarantor Joinder
Agreement as of the date set forth in the introductory paragraph hereof.


 


	
   

  	
  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