Exhibit 4.5(b)


 




 





AMC ENTERTAINMENT INC.


 


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.,


AS SUBSIDIARY GUARANTORS


 


AND


 


HSBC BANK USA, NATIONAL ASSOCIATION, AS TRUSTEE


 


 


FIRST SUPPLEMENTAL INDENTURE


 


 


DATED AS OF DECEMBER 23, 2004


 




 
























 


This First 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. (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 February 24, 2004 (the “Base Indenture”), as supplemented
by this Supplemental Indenture (the “Indenture”), providing for the
issuance of 8% Senior Subordinated Notes due 2014 of the Company (the “Securities”);
and


 


WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee and the Company are
authorized to amend the Indenture, without the consent of any Securityholder,
to add Guarantees with respect to the Securities or to secure the Securities;


 


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 the 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.


 


The following
terms are defined as follows:


 


“Guarantor” shall mean each Subsidiary of the Company that
provides a Subsidiary Guarantee on any date any Securities are issued 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.


 


“Senior Notes” shall mean the Company’s 8-5/8% Senior Notes
due 2012 and Floating Rate Notes due 2010.


 





















 


ARTICLE II


 


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  Subsidiary Guarantee.  Subject to the provisions of this Article II,
each Guarantor hereby fully, unconditionally and irrevocably guarantees, on a
senior subordinated basis, 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 Special Interest, if any, on the Securities and all
other obligations and liabilities of the Company under the 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 of the Base Indenture) (all the foregoing
being hereinafter collectively called the “Guarantor Obligations”).  Each Guarantor agrees that the Guarantor
Obligations will rank equally in right of payment with other Indebtedness of
such Guarantor, except to the extent such other Indebtedness is subordinate to
the Guarantor Obligations.  Each
Guarantor further agrees (to the extent permitted by law) that the Guarantor
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from it, and that it will remain bound under this Article II
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 2.4, 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 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


 


2





















 


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 the
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 the 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.


 


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 2.4
hereof.  Each Guarantor further agrees
that its Subsidiary Guarantee herein shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest on any of the Guarantor Obligations is rescinded or
must otherwise be restored by any Holder upon the bankruptcy or reorganization
of the Company or otherwise.


 


In furtherance
of the foregoing and not in limitation of any other right which any Holder has
at law or in equity against any Guarantor by virtue hereof, upon the failure of
the Company to pay any of the Guarantor Obligations when and as the same shall
become due, whether at maturity, by acceleration, by redemption or otherwise,
each Guarantor hereby promises to and will, upon receipt of written demand by
the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an
amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations
then due and owing and (ii) accrued and unpaid interest on such Guarantor
Obligations then due and owing (but only to the extent not prohibited by law).


 


Each Guarantor
further agrees that, as between such Guarantor, on the one hand, and the
Holders, on the other hand, (x) the maturity of the Guarantor Obligations
guaranteed hereby may be accelerated as provided in the 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 2.3  Execution and Delivery of Subsidiary
Guarantee for Future Guarantors.  To
further evidence its Subsidiary Guarantee, each Subsidiary Guarantor and other
Person that is required to become a Guarantor under the Indenture agrees to
execute a supplement to the Indenture substantially in the form of Exhibit A
hereto, or a Subsidiary Guarantee, substantially in the form of Exhibit B
hereto, and deliver it to the Trustee. 
Such


 


3





















 


Subsidiary
Guarantee or supplement to the 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 the 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 the
Indenture on behalf of each Guarantor.


 


SECTION 2.4  Limitation on Liability; Termination, Release
and Discharge.


 


(a)                                  Any
term or provision of the Indenture to the contrary notwithstanding, the
obligations of each Guarantor hereunder will be limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of
such Guarantor (including, without limitation, any Guarantees under the Credit
Facility) and after giving effect to any collections from or payments made by
or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Subsidiary Guarantee or pursuant to its contribution
obligations under the 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


 


4





















 


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 the Indenture; or


 


(4)                                  the
transaction is made in compliance with Section 5.01 of the Base Indenture
(other than clause (c) of Section 5.01).


 


Upon the sale
or disposition of a Guarantor (by merger, consolidation, the sale of its
Capital Stock or the sale of all or substantially all of its assets (other than
by lease)) and whether or not the Guarantor is the surviving corporation in
such transaction to a Person which is not the Company or a Restricted
Subsidiary, such Guarantor will be automatically released from all its
obligations under the 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
the Indenture, including Section 5.01 of the Base Indenture (other than
clause (c) thereof); and (2) all the obligations of such Guarantor under the
Credit Facility and related documentation and any other obligations of such
Guarantor relating to any other Indebtedness of the Company or its Restricted
Subsidiaries terminate upon consummation of such transaction.


 


(c)                                  Each
Guarantor shall be deemed released from all its obligations under the 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 VIII of the Base Indenture.


 


(d)                                 Each
Guarantor shall be released from its obligations under the 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 the Indenture.


 


SECTION 2.5  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 2.5
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 2.6  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


 


5





















 


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 III


 


Future Guarantors


 


SECTION 3.1  Future Guarantors. The
Company will cause each Subsidiary which guarantees obligations under the
Credit Facility, the Senior 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 Special Interest, if any, on the Securities on a senior
subordinated basis and all other obligations under the 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.


 


ARTICLE IV


 


Miscellaneous


 


SECTION 4.1  Notices.  All notices and other communications to the
Subsidiary Guarantors shall be given to each Subsidiary Guarantor, at its
address set forth in Appendix I, with a copy to the Company as provided in the
Indenture for notices to the Company.


 


SECTION 4.2  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 4.3  Governing
Law.  This Supplemental Indenture
shall be governed by, and construed in accordance with, the laws of the State
of New York.


 


SECTION 2.7  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


 


6





















 


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 2.8  Trustee not
Responsible.  The Trustee shall not
be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Second Supplemental Indenture or for or in respect of the
recitals contained herein, all of which is made solely by the Company.


 


SECTION 2.9  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 2.10  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.


 


7





















 


IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental 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

  
					



 


8





















 


	
   

  	
  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

  
					



 


9





















 


	
   

  	
  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/ Herawatter Alli

  	
   

  
	
   

  	
  Name:

  	
   Herawatter Alli

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


	
   

  	
  AMC ENTERTAINMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  	
   

  
	
   

  	
  Name:

  	
   Craig R. Ramsey

  
	
   

  	
  Title:

  	
   Executive Vice President and

  Chief Financial Officer

  
					



 


10





















 


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 February 24,
2004, by and between AMC Entertainment 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 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.


 


[Signatures on Following Pages]


 


11





















 


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

  
					



 


12





















 


	
   

  	
  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

  
					



 


13





















 


	
   

  	
  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

  
					



 


14





















 


EXHIBIT A


 


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”),
AMC Entertainment 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 and the Trustee have heretofore executed and delivered an Indenture,
dated as of February 24, 2004 (the “Base Indenture”), as
supplemented by this First Supplemental Indenture among the Company, the
Guarantors named therein and the Trustee (the “First Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”) providing for
the issuance of 8% Senior Subordinated Notes due 2014 of the Company (the “Securities”);
and


 


WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee and the Company are
authorized to amend the Indenture, without the consent of any Securityholder,
to add Guarantees with respect to the Securities or to secure the Securities;


 


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 the 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.  The Subsidiary Guarantor hereby becomes a
party to the Indenture as a Guarantor and as such will have all of the rights
and be


 


A-1





















 


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 the First Supplemental Indenture on a senior
subordinated 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 [            ]
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.


 


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.


 


A-2





















 


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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMC ENTERTAINMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-3





















 


EXHIBIT B


 


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 February 24,
2004 by and between AMC Entertainment 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”), as
supplemented by the First Supplemental Indenture, dated December 23, 2004 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 the
First Supplemental 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]


 


B-1





















 


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


 


	
   

  	
  [                                             ]

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


B-2





















 


APPENDIX I


 


	
  Subsidiary

  	
   

  	
  Principal Address of Business

  
	
  Amer. Multi-Cinema, Inc.

  	
   

  	
  920 Main Street, Kansas City, MO

  
	
  AMC Realty, Inc.

  	
   

  	
  920 Main Street, Kansas City, MO

  
	
  AMC Entertainment International, Inc.

  	
   

  	
  920 Main Street, Kansas City, MO

  
	
  National Cinema Network, Inc.

  	
   

  	
  920 Main Street, Kansas City, MO

  
	
  AMC-GCT, Inc.

  	
   

  	
  920 Main Street, Kansas City, MO

  
	
  Amer. Multi-Cinema of Florida, Inc.

  	
   

  	
  920 Main Street, Kansas City, MO

  
	
  Centertainment Inc.

  	
   

  	
  920 Main Street, Kansas City, MO

  
	
  Premium Theater of Mayfair, Inc.

  	
   

  	
  920 Main Street, Kansas City MO

  
	
  Premium Cinema of Yorktown, Inc.

  	
   

  	
  208 S LaSalle St, Suite 814,

  Chicago IL 60604, Cook County

  
	
  Club Cinema of Mazza, Inc.

  	
   

  	
  1025 Vermont Ave., NW,

  Washington, DC 20005

  
	
  Premium Theatre of Framingham, Inc.

  	
   

  	
  101 Federal Street, Boston, MA 02110

  
	
  GCT Pacific Beverage Services, Inc.

  	
   

  	
  520 Pike Street, Seattle WA 98101

  
	
  AMC Card Processing Services, Inc.

  	
   

  	
  920 Main Street, Kansas City, MO

  



 


1