Exhibit 4.11(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 Senior
Floating Rate Notes due 2010 of the Company (the “Securities”);


 


WHEREAS, Section 4.08
of the Indenture provides that the Company is required to cause each Subsidiary
that Guarantees obligations under the Credit Facility, the Existing Notes or
other Indebtedness of the Company 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