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                                                                   Exhibit 4.5

                                                                EXECUTION COPY


                             AMC Entertainment Inc.

                   9 7/8 % Senior Subordinated Notes due 2012





                                    INDENTURE

                          Dated as of January 16, 2002





                                  HSBC Bank USA

                                     Trustee





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                                TABLE OF CONTENTS

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ARTICLE I                   Definitions and Incorporation by Reference..................................2

         Section 1.01.      Definitions.................................................................2

         Section 1.02.      Other Definitions..........................................................14

         Section 1.03.      Incorporation by Reference of Trust Indenture..............................15

         Section 1.04.      Rules of Construction......................................................16

ARTICLE II                  The Securities.............................................................16

         Section 2.01.      Amount of Securities; Issuable in Series...................................16

         Section 2.02.      Form and Dating............................................................17

         Section 2.03.      Execution and Authentication...............................................18

         Section 2.04.      Registrar and Paying Agent.................................................18

         Section 2.05.      Paying Agent To Hold Money in Trust........................................19

         Section 2.06.      Securityholder Lists.......................................................19

         Section 2.07.      Replacement Securities.....................................................19

         Section 2.08.      Outstanding Securities.....................................................20

         Section 2.09.      Temporary Securities.......................................................20

         Section 2.10.      Cancelation................................................................20

         Section 2.11.      Defaulted Interest.........................................................20

         Section 2.12.      CUSIP Numbers..............................................................21

ARTICLE III                 Redemption.................................................................21

         Section 3.01.      Notices to Trustee.........................................................21

         Section 3.02.      Selection of Securities To Be Redeemed.....................................21

         Section 3.03.      Notice of Redemption.......................................................21

         Section 3.04.      Effect of Notice of Redemption.............................................22

         Section 3.05.      Deposit of Redemption Price................................................22

         Section 3.06.      Securities Redeemed in Part................................................23

ARTICLE IV                  Covenants..................................................................23

         Section 4.01.      Payment of Securities......................................................23

         Section 4.02.      Corporate Existence........................................................23

         Section 4.03.      Payment of Taxes and Other Claims..........................................23

         Section 4.04.      Maintenance of Properties..................................................24

         Section 4.05.      Limitation on Consolidated Indebtedness....................................24

         Section 4.06.      Limitation on Restricted Payments..........................................24
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         Section 4.07.      Limitation on Transactions with Affiliates.................................26

         Section 4.08.      Limitation on Senior Subordinated Indebtedness.............................26

         Section 4.09.      Change of Control..........................................................27

         Section 4.10.      Provision of Financial Information.........................................27

         Section 4.11.      Statement as to Compliance.................................................28

         Section 4.12.      Waiver of Certain Covenants................................................28

         Section 4.13.      OID Certificate............................................................28

         Section 4.14.      Further Instruments and Acts...............................................28

ARTICLE V                   Successor Company..........................................................29

         Section 5.01.      Consolidation..............................................................29

         Section 5.02.      Successor Substituted......................................................29

ARTICLE VI                  Defaults and Remedies......................................................30

         Section 6.01.      Events of Default..........................................................30

         Section 6.02.      Acceleration; Rescission and Annulment.....................................32

         Section 6.03.      Other Remedies.............................................................33

         Section 6.04.      Waiver of Past Defaults....................................................34

         Section 6.05.      Control by Majority........................................................34

         Section 6.06.      Limitation on Suits........................................................34

         Section 6.07.      Rights of Holders to Receive Payment.......................................35

         Section 6.08.      Collection Suit by Trustee.................................................35

         Section 6.09.      Trustee May File Proofs of Claim...........................................35

         Section 6.10.      Priorities.................................................................35

         Section 6.11.      Undertaking for Costs......................................................36

         Section 6.12.      Waiver of Stay or Extension Laws...........................................36

ARTICLE VII                 Trustee....................................................................36

         Section 7.01.      Duties of Trustee..........................................................36

         Section 7.02.      Rights of Trustee..........................................................38

         Section 7.03.      Individual Rights of Trustee...............................................38

         Section 7.04.      Trustee's Disclaimer.......................................................39

         Section 7.05.      Notice of Defaults.........................................................39
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         Section 7.06.      Reports by Trustee to Holders..............................................39

         Section 7.07.      Compensation and Indemnity.................................................39

         Section 7.08.      Replacement of Trustee.....................................................40

         Section 7.09.      Successor Trustee by Merger................................................41

         Section 7.10.      Eligibility; Disqualification..............................................41

         Section 7.11.      Preferential Collection of Claims Against Company..........................42

ARTICLE VIII                Discharge of Indenture; Defeasance.........................................42

         Section 8.01.      Discharge of Liability on Securities; Defeasance...........................42

         Section 8.02.      Conditions to Defeasance...................................................43

         Section 8.03.      Application of Trust Money.................................................45

         Section 8.04.      Repayment to Company.......................................................45

         Section 8.05.      Indemnity for Government Obligations.......................................45

         Section 8.06.      Reinstatement..............................................................45

ARTICLE IX                  Amendments.................................................................46

         Section 9.01.      Without Consent of Holders.................................................46

         Section 9.02.      With Consent of Holders....................................................47

         Section 9.03.      Compliance with Trust Indenture Act........................................48

         Section 9.04.      Revocation and Effect of Consents and Waivers..............................48

         Section 9.05.      Notation on or Exchange of Securities......................................48

         Section 9.06.      Trustee To Sign Amendments.................................................49

ARTICLE X                   Subordination..............................................................49

         Section 10.01.     Agreement To Subordinate...................................................49

         Section 10.02.     Liquidation, Dissolution, Bankruptcy.......................................50

         Section 10.03.     Default on Senior Indebtedness.............................................51

         Section 10.04.     Payment Permitted..........................................................52

         Section 10.05.     Subrogation................................................................53

         Section 10.06.     Relative Rights............................................................53

         Section 10.07.     Subordination May Not Be Impaired by Company...............................53

         Section 10.08.     Rights of Trustee and Paying Agent.........................................54

         Section 10.09.     Distribution or Notice to Representative...................................55
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         Section 10.10.     Article Ten Not To Prevent Events of Default or Limit Right To Accelerate..55

         Section 10.11.     Trust Moneys Not Subordinated..............................................55

         Section 10.12.     Trustee Entitled To Rely...................................................55

         Section 10.13.     Trustee To Effectuate Subordination........................................56

         Section 10.14.     Trustee Not Fiduciary for Holders of Senior Indebtedness...................56

         Section 10.15.     Reliance by Holders of Senior Indebtedness Subordination Provisions........56

ARTICLE XI                  Miscellaneous..............................................................56

         Section 11.01.     Trust Indenture Act Controls...............................................56

         Section 11.02.     Notices....................................................................57

         Section 11.03.     Communication by Holders with Other Holders................................57

         Section 11.04.     Certificate and Opinion as to Conditions...................................58

         Section 11.05.     Statements Required in Certificate or Opinions.............................58

         Section 11.06.     When Securities Disregarded................................................59

         Section 11.07.     Rules by Trustee, Paying Agent and Registrar...............................59

         Section 11.08.     Legal Holidays.............................................................59

         Section 11.09.     Governing Law..............................................................59

         Section 11.10.     No Recourse Against Others.................................................60

         Section 11.11.     Successors.................................................................60

         Section 11.12.     Separability Clause........................................................60

         Section 11.13.     Reliance on Financial Data.................................................60

         Section 11.14.     Multiple Originals.........................................................60

         Section 11.15.     Table of Contents; Headings................................................60
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          INDENTURE dated as of January 16, 2002, between AMC Entertainment
Inc., a Delaware corporation (the "Company"), and HSBC Bank USA, a New York
banking corporation, as Trustee (the "Trustee"). Each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the
Holders of the Company's 9 7/8 % Senior Subordinated Notes due 2012, to be
issued, from time to time, in one or more series as in this Indenture provided
(the "Initial Securities") and, if and when issued pursuant to a registered
exchange of the Initial Securities, the Company's 9 7/8 % Senior Subordinated
Notes due 2012 (the "Exchange Securities") and if and when issued pursuant to a
private exchange of Initial Securities, the Company's 9 7/8 % Senior
Subordinated Notes due 2012 (the "Private Exchange Securities" and, together
with the Initial Securities and the Exchange Securities, the "Securities"):

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.01. DEFINITIONS.

          "9 1/2% Notes due 2009" means the Company's 9 1/2% Senior Subordinated
Notes due 2009.

          "9 1/2% Notes due 2011" means the Company's 9 1/2% Senior Subordinated
Notes due 2011.

          "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.

          "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: (i) Apollo Management IV, L.P., a Delaware limited
partnership, in its capacity as investment manager to the Apollo IV Holders;
(ii) Apollo


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Management V, L.P., a Delaware limited partnership, in its capacity as
investment manager to the Apollo V Holders; and (iii) their Affiliates.

          "Apollo Group" means: (i) Apollo; (ii) the Apollo Holders; (iii) any
Affiliate of Apollo (including the Apollo Holders); and (iv) any Person with
whom Apollo or any Apollo Holder may be deemed as part of a "group" within the
meaning of Section 13(d)(3) of the Exchange Act.

          "Apollo Holders" means: (i) Apollo Investment Fund IV, L.P., a
Delaware limited partnership ("AIF IV"), and Apollo Overseas Partners IV, L.P.,
a Cayman Islands exempted limited partnership ("AOP IV" (collectively with AIF
IV, referred to as the "Apollo IV Holders")) and any other partnership or entity
affiliated with and managed by Apollo to which either AIF IV or AOP IV assigns
any of their respective interests in or to the Preferred Stock; and (ii) Apollo
Investment Fund V, L.P., a Delaware limited partnership ("AIF V") and Apollo
Overseas Partners V, L.P., a Cayman Islands exempted limited partnership ("AOP
V" (collectively with AIF V, referred to as the "Apollo V Holders")) and any
other partnership or entity affiliated with and managed by Apollo to which
either AIF V or AOP V assigns any of their respective interests in or to the
Preferred Stock.

          "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, Kansas City, Missouri, 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


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stock), warrants or options to acquire such capital stock, whether now
outstanding or issued after the date of the Indenture.

          "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 the
Indenture, either of the following events: (a) any Person (other than a
Permitted Holder) or any Persons (other than any Permitted Holders) acting
together that would constitute a group (for purposes of Section 13(d) of the
Exchange Act, or any successor provision thereto) (a "Group"), together with any
Affiliates thereof (other than any Permitted Holders) shall beneficially own (as
defined in Rule 13d-3 under the Exchange Act, or any successor provision
thereto) at least 50% of the aggregate voting power of all classes of Capital
Stock of the Company entitled to vote generally in the election of directors
(the determination of aggregate voting power to recognize that the Company's
Class B Stock, par value 66 2/3 cents per share, currently has ten votes per
share and the Company's Common Stock, par value 66 2/3 cents per share,
currently has one vote per share); or (b) any Person (other than a Permitted
Holder) or Group (other than any Permitted Holders) together with any Affiliates
thereof (other than any Permitted Holders) shall succeed in having a sufficient
number of its nominees who are not management nominees elected to the Board of
Directors of the Company such that such nominees when added to any existing
director remaining on the Board of Directors of the Company after such election
who is an Affiliate (other than any Permitted Holder) of such Group, will
constitute a majority of the Board of Directors of the Company.

          "Closing Date" means the date on which the Original Securities are
originally issued under the Indenture.

          "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


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Company, the term "Company" shall include any other obligor with respect to the
Securities for the purposes of complying with such provisions.

          "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 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: (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.

          "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 basis, including,
without limitation: (i) amortization of


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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: Issuer Services.

          "Credit Facility" means that certain Amended and Restated Credit
Agreement, dated as of April 10, 1997, among the Company, 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
thereto, as the same may be amended from time to time, together with any
extension, revisions, refinancing or replacement 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.

          "Designated Senior Indebtedness" means: (i) all Senior Indebtedness
under the Credit Facility; and (ii) any other Senior Indebtedness: (a) which at
the time of determination exceeds $30 million in aggregate principal amount, (b)
which is specifically designated in the instrument evidencing such Senior
Indebtedness as "Designated Senior Indebtedness" by the Company and (c) as to
which the Trustee has been given written notice of such designation. The
"authorized representative" of Designated Senior Indebtedness shall be the agent
under the Credit Facility (initially, The


                                       6

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Bank of Nova Scotia) or other representative, designated in writing by the
Company to the Trustee, of the holders of any class or issue of Designated
Senior Indebtedness.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "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.

          "GC Companies Acquisition Date" means the date, if any, on which the
Company completes the acquisition of GC Companies, Inc. and certain of its
subsidiaries.

          "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in the United States, consistently applied.

          "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.

          "Holder" or "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.

          "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


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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 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


                                       8

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designed to protect the Company or any of its Subsidiaries against fluctuations
in interest rates.

          "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 the Indenture, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

          "Moody's" means Moody's Investors Service, Inc. or any successor to
the rating agency business thereof.

          "Non-Payment Default" means any event of default with respect to any
Designated Senior Indebtedness (other than a Payment Default) pursuant to which
the Maturity thereof may be accelerated.

          "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.

          "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.


                                       9

<Page>

          "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.

          "Permitted Holder" means: (i) Mr. Stanley H. Durwood's surviving
spouse and any of his lineal descendants and their respective spouses
(collectively, the "Durwood Family") and any Affiliate of any member of the
Durwood Family; (ii) Mr. Stanley H. Durwood's estate, or any trust established
by Mr. Stanley H. Durwood, during any period of administration prior to the
distribution of assets to beneficiaries who are Persons described in clause
(iii) below; (iii) any trust which is established solely for the benefit of one
or more members of the Durwood Family (whether or not any member of the Durwood
Family is a trustee of such trust) or solely for the benefit of one or more
charitable organizations or solely for the benefit of a combination of members
of the Durwood Family and one or more charitable organizations; (iv) any member
of the Apollo Group; and (v) 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
any Subsidiary or any Person holding securities of the Company 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 held by any Person listed in this clause (v), 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 under the Original Securities or upon
an exchange of such Original Securities for Exchange Securities or Private
Exchange Securities, such Exchange Securities or Private Exchange Securities;

          (ii) Indebtedness of the Company under the Credit Facility in an
aggregate principal amount at any one time outstanding not to exceed $425
million;

          (iii) Indebtedness of the Company or any of its Subsidiaries
outstanding on the Closing 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;


                                       10

<Page>

          (vi) Indebtedness incurred to renew, extend, refinance or refund
(each, a "refinancing") any Indebtedness outstanding on the Closing Date 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;

          (vii) Indebtedness of any Subsidiary incurred in connection with the
Guarantee of any Indebtedness of the Company;

          (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 by incorporation by
reference of and in accordance with the provisions set forth in Schedule I
hereto and (b) the Weighted Average Life of such Indebtedness is greater than
the Weighted Average Life of the Securities;

          (xiv) Construction Indebtedness in an aggregate principal amount that
does not exceed $100 million at any time outstanding; and

          (xv) Indebtedness not otherwise permitted to be incurred pursuant to
clauses (i) through (xiv) above which, together with any other Indebtedness
pursuant to this clause (xv), has an aggregate principal amount that does not
exceed $100 million at any 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 that
have a notional amount no greater than the payment due with respect to Permitted
Indebtedness hedged thereby.


                                       11

<Page>

          "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" means, collectively, the Company's Series A
Convertible Preferred Stock and Series B Exchangeable Preferred Stock.

          "Property" means, with respect to any Person, any interest of such
Person in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible, including Capital Stock in, and other securities of, any
other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.

          "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.

          "Representative" means the trustee, agent or representative expressly
authorized to act in such capacity, if any, for an issue of Senior Indebtedness.

          "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.

          "Senior Indebtedness" means: (i) all obligations of the Company, now
or hereafter existing, under or in respect of the Credit Facility; and (ii) the
principal of, premium, if any, and interest on all other Indebtedness of the
Company (other than the Securities, the 9 1/2% Notes due 2009 and the 9 1/2%
Notes due 2011), whether outstanding on the date of the Indenture or thereafter
created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Securities. Notwithstanding the
foregoing, "Senior Indebtedness" shall not include: (i) Indebtedness evidenced
by the


                                       12

<Page>

Securities; (ii) Indebtedness of the Company that is expressly subordinated in
right of payment to any Senior Indebtedness of the Company, the Securities or
the Indebtedness evidenced by the 9 1/2% Notes due 2009 or the 9 1/2% Notes due
2011; (iii) Indebtedness of the Company that by operation of law is subordinate
to any general unsecured obligations of the Company; (iv) Indebtedness of the
Company to the extent incurred in violation of any covenant of the Indenture;
(v) any liability for federal, state or local taxes or other taxes, owed or
owing by the Company; (vi) trade account payables owed or owing by the Company;
(vii) amounts owed by the Company for compensation to employees or for services
rendered to the Company; (viii) Indebtedness of the Company to any Subsidiary or
any other Affiliate of the Company; and (ix) Indebtedness which when incurred
and without respect to any election under Section 1111(b) of Title 11 of the
United States Code is without recourse to the Company or any Subsidiary.

          "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.

          "Special Interest" means the additional interest, if any, to be paid
on the Securities as described in Exhibit 1 to Appendix A.

          "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.

          "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.

          "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.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.77aaa-77bbbb) as
in effect on the date of this Indenture; 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


                                       13

<Page>

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.

          "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.

          "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.

<Table>
<Caption>

        TERM                                                DEFINED IN SECTION
        ----                                                ------------------
<S>                                                         <C>
"Bankruptcy Order"                                                 6.01
"Change of Control Offer"                                          4.09
"Change of Control Payment Date"                                   4.09
"Change of Control Purchase Price"                                 4.09
"covenant defeasance option"                                       8.01
"Custodian"                                                        6.01
"Event of Default"                                                 6.01
"Exchange Security"                                          Appendix A
"Global Security"                                            Appendix A
"Initial Blockage Period"                                         10.03
"Initial Security"                                           Appendix A
"legal defeasance option"                                          8.01


                                       14

<Page>

"Legal Holiday"                                                   11.08
"OID"                                                              2.01
"Original Securities"                                              2.01
"Paying Agent"                                                     2.04
"Payment Blockage Period"                                         10.03
"Permitted Junior Securities"                                     10.02
"Private Exchange Security"                                  Appendix A
"Registered Exchange Offer"                                  Appendix A
"Registrar"                                                        2.04
"Restricted Payments"                                              4.06
"Shelf Registration Statement"                               Appendix A
"Subordinated Obligations"                                        10.01
"Surviving Entity"                                                 5.01
"U.S. Government Obligations"                                      8.02
</Table>

          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.

          "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;


                                       15

<Page>

          (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 Appendix A hereto, the aggregate principal amount of the Initial
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.

          Subject to Section 2.03, the Trustee shall authenticate Securities for
original issue on the Closing Date in the aggregate principal amount of
$175,000,000 (the "Original Securities"). With respect to any Securities issued
after the Closing Date (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, Original
Securities pursuant to Section 2.07, 2.09 or 3.06 or Appendix 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


                                       16

<Page>

in exchange for, or in lieu of, other Securities of the same series pursuant to
Section 2.07, 2.09 or 3.06 or Appendix 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 Exhibit 1 to Appendix A and any circumstances in
addition to or in lieu of those set forth in Section 2.3 of Appendix 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 subject to Appendix A, but shall be issued in the form of
Private Exchange Securities or Exchange Securities as set forth in Exhibit A.

         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 Initial
Securities of each series, the Private Exchange Series and the Exchange
Securities are set forth in Appendix A, which is hereby incorporated in and
expressly made part of this Indenture. The Initial Securities of each series and
the Trustee's certificate of authentication shall be substantially in the form
of Exhibit 1 to Appendix A which is hereby incorporated in and expressly made a
part of this Indenture. The Exchange Securities, the Private Exchange Series and
the Trustee's certificate of authentication shall be substantially in the form
of Exhibit A, which is hereby incorporated in and expressly made a part of this
Indenture. 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 Exhibit 1 to Appendix A and 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. The Company's seal shall be
impressed, affixed, imprinted or reproduced on the Securities and may be in
facsimile form.



                                       17
<Page>


         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.

         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.

         The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar 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 domestically incorporated Wholly-Owned Subsidiaries may
act as Paying Agent, Registrar, co-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 Security holders or the Trustee all


                                       18
<Page>



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 in
making any such payment. If the Company or a 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 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. If the Trustee is not the
Registrar, the Company 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.

         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.

         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 cancelation 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 bonafide 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.


                                       19
<Page>



         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.

         SECTION 2.10. CANCELATION. The Company at any time may deliver
Securities to the Trustee for cancelation. 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
cancelation 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 cancelation.

         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 may pay the defaulted
interest to the Persons who are Securityholders on a subsequent special record
date. The Company shall fix or cause to be fixed any such special record date
and payment date to the reasonable satisfaction of the Trustee and shall
promptly mail to each Securityholder a notice that states the special record
date, the payment date and the amount of defaulted interest to be paid.

         SECTION 2.12. CUSIP NUMBERS. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use
"CUSIP" numbers in notices 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" 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.

                                  ARTICLE III

                                   REDEMPTION

         SECTION 3.01. NOTICES TO TRUSTEE. If the Company elects to redeem
Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date, the principal amount of Securities to
be redeemed and that such redemption is being made pursuant to paragraph 5 of
the Securities.


                                       20
<Page>


         The Company shall give each notice to the Trustee provided for in this
Section at least 45 days before the redemption date unless 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.

         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.



                                       21
<Page>


         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.

         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 the redemption
date, the Company shall deposit with the Paying Agent (or, if the Company or a
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 cancelation.

         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.

                                   ARTICLE IV

                                    COVENANTS

         SECTION 4.01. PAYMENT OF SECURITIES. The Company shall promptly pay the
principal of 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 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 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.

         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


                                       22
<Page>



force and effect the corporate existence and corporate power and authority of
the Company and each Subsidiary; 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
(excluding Permitted Indebtedness) unless after giving effect to such event on a
pro forma basis 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.



                                       23
<Page>


         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 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; or

         (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;

(such payments or any other actions described in (a) and (b) 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):
(1) no Default or Event of Default shall have occurred and be continuing; (2)
the Company could incur $1.00 of additional Indebtedness (other than Permitted
Indebtedness) under the provisions of Section 4.05 and (3) the aggregate amount
of all Restricted Payments declared or made after January 27, 1999 (including
the proposed Restricted Payment) 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 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
                           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;



                                       24
<Page>



                  (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 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 million.

Notwithstanding the foregoing limitation, the Company may: (a) 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 or (b) 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).

         SECTION 4.07. LIMITATION ON TRANSACTIONS WITH AFFILIATES. (a) The
Cmpany 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 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 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 Closing Date;

                           (ii)     any Restricted Payment permitted to be made
                                    pursuant to the provisions of Section 4.06;


                                       25
<Page>



                           (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 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); and

                           (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.

         SECTION 4.08. LIMITATION ON SENIOR SUBORDINATED INDEBTEDNESS. The
Company will not Incur any Indebtedness that is subordinate or junior in right
of payment to any Senior Indebtedness and senior in right of payment to the
Securities.

         SECTION 4.09. 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 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 4.09, 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 4.10. PROVISION OF FINANCIAL INFORMATION. (a) Whether or not
the Company is subject to the reporting requirements of the Exchange Act, or any
successor provision thereto, the Company will furnish without cost to each
Holder of Securities and file with the Commission and the Trustee: (i) within 90
days after the end of each fiscal year of the Company (x) audited year-end
consolidated financial statements (including a balance sheet, income statement
and statement of cash flows) prepared in accordance with GAAP and (y) the
information



                                       26
<Page>


described in Item 303 of Regulation S-K under the Securities Act, with respect
to such period; and (ii) within 45 days after the end of each of the first three
fiscal quarters of each fiscal year of the Company, (x) unaudited quarterly
consolidated financial statements (including a balance sheet, income statement
and statement of cash flows) prepared in accordance with GAAP and (y) the
information described in Item 303 of Regulation S-K under the Securities Act,
with respect to such period. The Company may satisfy this obligation by
furnishing copies of reports filed by it under Section 13(d) or 15 of the
Exchange Act. Notwithstanding the foregoing, the Company shall not be obligated
to file such information, documents and reports with the Commission if the
Commission does not permit such filings.

         (b) In addition, unless it is then subject to the reporting
requirements of Section 13(d) or 15 of the Exchange Act, the Company will
furnish to any prospective purchaser of Securities or beneficial owner of
Securities in connection with any sale thereof the information required by Rule
144A(d)(4) under the Securities Act, until such time as the Company has either
exchanged the Securities for the Exchange Securities or until such time as the
Holders thereof have disposed of such Securities pursuant to a Shelf
Registration Statement.

         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 4.11. 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;
provided that the first such certificate shall be delivered no later than June
30, 2002. For purposes of this Section 4.11, 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 deliver to the Trustee an
Officers' Certificate specifying such Default, notice or other action within 10
Business Days of its occurrence.

         SECTION 4.12. 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 4.09 and Section 4.10(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.



                                       27
<Page>



         SECTION 4.13. OID CERTIFICATE. The Company shall file with the Trustee
promptly after the end of each calendar year (i) a written notice specifying the
amount of original issue discount (including daily rates and accrual periods)
accrued on outstanding Securities as of the end of such year and (ii) such other
specific information relating to such original issue discount as may then be
relevant under the Internal Revenue Code of 1986, as amended from time to time.

         SECTION 4.14. 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.

                                   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 before and immediately after giving effect to such
transaction on a pro forma basis, no Default or Event of Default shall have
occurred and be continuing, and

         (c) immediately before and 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).

         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


                                       28
<Page>



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.

         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 Special
Interest) on any Security when it becomes due and payable, whether or not such
payment shall be prohibited by Article Ten, 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), whether not or such payment, redemption or purchase
shall be prohibited by Article Ten;

         (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 its Wholly-Owned Subsidiary,


                                       29
<Page>


American Multi-Cinema, Inc., a Missouri Corporation ("AMC") or, from and after
the GC Companies Acquisition Date, GC Companies or any domestic Subsidiary of GC
Companies that is a Significant Subsidiary of the Company, aggregating $5
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 AMC or, from and after the GC Companies Acquisition Date, GC
Companies or any domestic Subsidiary of GC Companies that is a Significant
Subsidiary of the Company, aggregating $5 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;

         (f) any holder of any Indebtedness in excess of $5 million in the
aggregate of the Company or AMC shall notify the Trustee of the intended sale or
disposition of any assets of the Company or AMC 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 AMC pursuant to the terms of any
agreement or instrument evidencing any such Indebtedness of the Company or AMC
or in accordance with applicable law;

         (g) one or more final judgments or orders shall be rendered against the
Company or AMC for the payment of money, either individually or in an aggregate
amount, in excess of $5 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 AMC or, from and after the GC Companies Acquisition
Date, GC Companies or any domestic Subsidiary of GC Companies that is a
Significant Subsidiary of the Company 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;


                                       30
<Page>



                  (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 AMC or, from and
after the GC Companies Acquisition Date, GC Companies or any domestic Subsidiary
of GC Companies that is a Significant Subsidiary of the Company, 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 AMC or, from and after the GC Companies Acquisition Date, GC
Companies or any domestic Subsidiary of GC Companies that is a Significant
Subsidiary of the Company, or with respect to all or any substantial part of the
property of the Company or AMC or, from and after the GC Companies Acquisition
Date, GC Companies or any domestic Subsidiary of GC Companies that is a
Significant Subsidiary of the Company.

         "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 principal amount
of the Securities outstanding, by notice to the Company and the Trustee, may
declare the principal of all the Securities to be due and payable; provided,
however, that so long as any Indebtedness permitted to be incurred pursuant to
the Credit Facility shall be outstanding (including letters of credit and
bankers' acceptances), no such acceleration shall be effective until the earlier
of (i) acceleration of any such Indebtedness under the Credit Facility and (ii)
five Business Days after the giving of written notice to the Company and an
authorized Representative of the holders of Designated Senior Indebtedness of
such acceleration. If an Event of Default specified in Section 6.01(h), (i) or
(j) occurs and is continuing, then the principal of 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).



                                       31
<Page>



         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 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 Special 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

         (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.


                                       32
<Page>



         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. 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 4.09, 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 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



                                       33
<Page>


                           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 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 holders of Senior Indebtedness to the extent required by
                  Article Ten;

         THIRD:   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;


                                       34
<Page>



         FOURTH:  to the Company; and,

         FIFTH:   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:

                  (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



                                       35
<Page>


                           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.


                                       36
<Page>



         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.

         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
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


                                       37
<Page>


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.

         SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS. As promptly as practicable
after each December 31 beginning with December 31, 2002, and in any event prior
to March 31 in each year, the Trustee shall mail to each Securityholder a brief
report dated as of December 31 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 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)


                                       38
<Page>


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 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.

         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.



                                       39
<Page>


         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 as of March 19, 1997 as amended, among the
Company and HSBC Bank USA, as successor to The Bank of New York, providing for
the issuance of the 9 1/2% Notes due 2009, and the Indenture dated as of January
27, 1999 as amended, among the Company and HSBC Bank USA, as successor to The
Bank of New York, providing for the issuance of the 9 1/2% Notes due 2011, 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). 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) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 2.07) for cancelation or (ii) all
outstanding Securities have become due and payable, whether at maturity or as a
result of the mailing of a notice of redemption pursuant to Article Three and
the Company irrevocably


                                       40
<Page>


deposits with the Trustee funds sufficient to pay at maturity or upon redemption
all outstanding Securities, including interest thereon to maturity or such
redemption date (other than Securities replaced pursuant to Section 2.07), and
if in either case the Company pays all other sums payable hereunder by the
Company, then this Indenture shall, subject to Section 8.01(c), cease to be of
further effect. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
an Opinion of Counsel and 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),
Article Ten and Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 and
4.10(a), and the operation of Sections 6.01 (c) through (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(c), (e), (f) or (g).

         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 2.04, 2.05, 2.06, 2.07, 2.09, 4.11, 7.07, 7.08, 8.05 and
8.06 shall survive until the Securities have been paid in full. Thereafter, the
Company's obligations in Sections 7.07 and 8.05 shall survive.

         SECTION 8.02. CONDITIONS TO DEFEASANCE. The Company may exercise its
legal defeasance option or its covenant defeasance option only if:

                  (1)      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) U.S. Government Obligations 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.


                                       41
<Page>

<Page>

                                    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 Special 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 U.S. Government Obligations
                                    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. For this purpose, "U.S.
                                    Government Obligations" means securities
                                    that are (x) direct obligations of the
                                    United States of America for the timely
                                    payment of which its full faith and credit
                                    is pledged or (y) obligations of a Person
                                    controlled or supervised by and acting as an
                                    agency or instrumentality of the United
                                    States of America the timely payment of
                                    which is unconditionally guaranteed as a
                                    full faith and credit obligation by the
                                    United States of America, which, in either
                                    case, are not callable or redeemable at the
                                    option of the issuer thereof, and shall also
                                    include a depository receipt issued by a
                                    bank (as defined in Section 3(a)(2) of the
                                    Securities Act), as custodian with respect
                                    to any such U.S. Government Obligation or a
                                    specific payment of principal of or interest
                                    on any such U.S. Government Obligation held
                                    by such custodian for the account of the
                                    holder of such depository receipt, provided
                                    that (except as required by law) such
                                    custodian is not authorized to make any
                                    deduction from the amount payable to the
                                    holder of such depository receipt from any
                                    amount received by the custodian in respect
                                    of the U.S. Government Obligation or the
                                    specific payment of principal of or interest
                                    on the U.S. Government Obligation evidenced
                                    by such depository receipt;

                           (2)      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


                                       42


<Page>


                                    being understood that this condition shall
                                    not be deemed satisfied until the expiration
                                    of such period);

                           (3)      the deposit does not constitute a default
                                    hereunder or under any other material
                                    agreement binding on the Company and is not
                                    prohibited by Article Ten;

                           (4)      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;

                           (5)      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;

                           (6)      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

                           (7)      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 U.S. Government Obligations deposited with it pursuant to this
Article Eight. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Securities. Money
and securities so held in trust are not subject to Article Ten.



                                       43
<Page>


         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 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 U.S. Government Obligations or the principal
and interest received on such U.S. Government Obligations.

         SECTION 8.06. REINSTATEMENT. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations 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 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 U.S. Government Obligations 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 U.S. Government
Obligations 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;



                                       44
<Page>


                  (4)      to make any change in Article Ten that would
                           limit or terminate the benefits available to
                           any holder of Senior Indebtedness (or
                           Representatives therefor) under Article Ten;

                  (5)      to add Guarantees with respect to the
                           Securities or to secure the Securities;

                  (6)      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;

                  (7)      to comply with any requirements of the SEC
                           in connection with qualifying, or
                           maintaining the qualification of, this
                           Indenture under the TIA; or

                  (8)      to make any change that does not adversely
                           affect the rights of any Securityholder.

         An amendment under this Section may not make any change that adversely
affects the rights under Article Ten of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or their
Representative) consent to such change.

         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:

         (a) change the Stated Maturity of the principal of, or any installment
of interest (including Special Interest) on, any Security, or reduce the
principal amount thereof or the rate of interest 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 Special
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


                                       45
<Page>


         (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 4.12, 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; or

         (e) modify any of the provisions of this Indenture relating to the
subordination of the Securities in a manner adverse to any Holder.

         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.

         An amendment under this Section may not make any change that adversely
affects the rights under Article Ten of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or their
Representative) consent to such change.

         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 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


                                       46
<Page>


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 the Indenture, all Initial Securities, Exchange
Securities and Private Exchange Securities shall vote together as one series of
Securities under the 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, 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.

         SECTION 9.07. 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.

                                   ARTICLE X

                                  SUBORDINATION

         SECTION 10.01. AGREEMENT TO SUBORDINATE. The Company covenants and
agrees, and each Holder of a Security, by his acceptance thereof, likewise
covenants and agrees, that, to the extent and in the manner hereinafter set
forth in this Article, the Obligations in respect of the Securities (the
"Subordinated Obligations") are hereby expressly made subordinate and postponed
to and subject in right of payment as provided in this Article to the prior
payment in full in cash or Cash Equivalents of all Senior Indebtedness. The
Securities shall in all respects rank pari passu with the 9 1/2% Notes due 2009,
the 9 1/2% Notes due 2011 and any future senior subordinated Indebtedness


                                       47
<Page>



and senior to all existing and future junior subordinated Indebtedness of the
Company, and only Senior Indebtedness shall rank senior to the Securities in
accordance with the provisions set forth herein. All provisions of this Article
Ten shall be subject to Section 10.11.

         This Article Ten shall constitute a continuing offer to all Persons
who, in reliance upon such Article, become holders of, or continue to hold,
Senior Indebtedness, and such provisions are made for the benefit of the holders
of Senior Indebtedness, and such holders are made obligee hereunder and they or
each of them may enforce such provisions.

         SECTION 10.02. LIQUIDATION, DISSOLUTION, BANKRUPTCY. In the event of
(a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relative to the Company or to its assets, whether voluntary or
involuntary from any source, or (b) any liquidation, dissolution or other
winding-up of the Company, whether voluntary or involuntary and whether or not
involving insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any other marshaling of assets or liabilities of the Company, then
and in any such event:

                            (1)     the holders of Senior Indebtedness shall
                                    receive payment in full in cash or Cash
                                    Equivalents of all amounts due on or in
                                    respect of all Senior Indebtedness, or
                                    provision shall be made for such payment in
                                    full in cash or Cash Equivalents to the
                                    satisfaction of the holders of Senior
                                    Indebtedness, before the Holders of the
                                    Securities are entitled to receive any
                                    payment or distribution of any kind or
                                    character from any source (other than a
                                    payment or distribution in the form of
                                    equity securities or subordinated securities
                                    of the Company or any successor obligor
                                    provided for by a plan of reorganization or
                                    readjustment that, in the case of any such
                                    subordinated securities, are subordinate in
                                    right of payment to all Senior Indebtedness
                                    that may at the time be outstanding to at
                                    least the same extent as the Securities are
                                    so subordinated as provided in this Article
                                    (such equity securities or subordinated
                                    securities hereinafter being "Permitted
                                    Junior Securities")) on account of the
                                    Subordinated Obligations or on account of
                                    the purchase or redemption or other
                                    acquisition of Securities; and

                            (2)     any payment or distribution of assets of the
                                    Company of any kind or character from any
                                    source, whether in cash, property or
                                    securities (other than a payment or
                                    distribution in the form of Permitted Junior
                                    Securities), including by way of set-off or
                                    enforcement of any guarantee or otherwise,
                                    which the Trustee or the Holders would be
                                    entitled to receive but for the provisions
                                    of this Article shall


                                       48
<Page>


                                    be paid by the liquidating trustee or agent
                                    or other person making such payment or
                                    distribution, whether a trustee in
                                    bankruptcy, a receiver or liquidating
                                    trustee or otherwise, directly to the
                                    holders of Senior Indebtedness or their
                                    authorized representative or representatives
                                    or to the trustee or trustees under any
                                    indenture under which any instruments
                                    evidencing any of such Senior Indebtedness
                                    may have been issued, ratably according to
                                    the aggregate amounts remaining unpaid on
                                    account of the Senior Indebtedness held or
                                    represented by each, to the extent necessary
                                    to make payment in full in cash or Cash
                                    Equivalents of all Senior Indebtedness of
                                    the Company remaining unpaid, after giving
                                    effect to any concurrent payment or
                                    distribution, or provision therefor to the
                                    satisfaction of the holders of the Senior
                                    Indebtedness, to or for the holders of such
                                    Senior Indebtedness; and

                            (3)     any taxes that have been withheld or
                                    deducted from any payment or distribution in
                                    respect of the Securities, or any taxes that
                                    ought to have been withheld or deducted from
                                    any such payment or distribution that have
                                    been remitted to the relevant taxing
                                    authority, shall not be considered to be an
                                    amount that a Holder or the Trustee is
                                    entitled to receive for the purposes of
                                    Section 10.02(2).

         The consolidation of the Company with, or the merger of the Company
into, another Person or the liquidation or dissolution of the Company following
the conveyance, transfer, lease or other disposal of its properties and assets
substantially as an entirety to another Person upon the terms and conditions set
forth in Article Five shall not be deemed a dissolution, winding-up,
liquidation, reorganization, assignment for the benefit of creditors or
marshaling of assets and liabilities of the Company for the purposes of this
Section if the Person formed by such consolidation or into which the Company is
merged or the Person which acquires such assets substantially as an entirety, as
the case may be, shall, as a part of such consolidation, merger, conveyance,
transfer, lease or disposal, comply with the conditions set forth in Article
Five.

         SECTION 10.03. DEFAULT ON SENIOR INDEBTEDNESS. (a) Unless Section 10.02
shall be applicable, upon (1) the occurrence of a Payment Default and (2)
receipt by the Trustee from the Company or a holder of Senior Indebtedness of
written notice of such occurrence, no payment (other than any payments made
pursuant to the provisions contained in Section 8.02 from monies or U.S.
Government Obligations previously deposited with the Trustee) or distribution of
any assets of the Company of any kind or character from any source, whether in
cash, property or securities (other than Permitted Junior Securities), shall be
made by the Company including by way of set-off or enforcement of any guarantee
or otherwise, on account of the Subordinated Obligations or on account of the
purchase or redemption, deposit for defeasance or other acquisition of
Securities unless and until such Payment Default shall have been cured or waived
in


                                       49
<Page>


writing or shall have ceased to exist or such Senior Indebtedness shall have
been discharged or paid in full in cash or Cash Equivalents, after which the
Company shall resume making any and all required payments in respect of the
Securities, including any missed payments.

         (b) Unless Section 10.02 shall be applicable, upon (1) the occurrence
of a Non-Payment Default and (2) receipt by the Trustee from an authorized
representative of the holders of Designated Senior Indebtedness of written
notice of such occurrence, then no payment (other than any payments made
pursuant to the provisions contained in Section 8.02 from monies or U.S.
Government Obligations previously deposited with the Trustee) or distribution of
any assets of the Company of any kind or character from any source, whether in
cash, property or securities (other than Permitted Junior Securities), shall be
made by the Company including by way of set-off or enforcement of any guarantee
or otherwise, on account of the Subordinated Obligations or on account of the
purchase or redemption, deposit for defeasance or other acquisition of
Securities for a period (the "Payment Blockage Period") commencing on the date
of receipt by the Trustee of such notice from an authorized representative of
the holders of Designated Senior Indebtedness or the Company at the direction of
such representative unless and until (subject to any blockage of payments that
may then be in effect under subsection (a) of this Section) (w) more than 179
days shall have elapsed since receipt of such written notice by the Trustee, (x)
such Non-Payment Default shall have been cured or waived in writing or shall
have ceased to exist, (y) such Designated Senior Indebtedness has been
discharged or paid in full in cash or Cash Equivalents or (z) such Payment
Blockage Period shall have been terminated by written notice to the Trustee from
an authorized representative of the holders of Designated Senior Indebtedness
initiating such Payment Blockage Period or from the holders of at least a
majority in principal amount of such Designated Senior Indebtedness), after
which, in the case of clause (w), (x), (y) or (z), the Company shall resume
making any and all required payments in respect of the Securities, including any
missed payments. Notwithstanding any other provision of this Indenture, in no
event shall a Payment Blockage Period extend beyond 179 days from the date of
the receipt by the Trustee of the notice referred to in clause (2) above (the
"Initial Blockage Period"). No more than one Payment Blockage Period may be
commenced during any period of 365 consecutive days. Notwithstanding any other
provision of this Indenture, no event of default with respect to Designated
Senior Indebtedness which existed or was continuing on the date of the
commencement of any Payment Blockage Period initiated by an authorized
representative of the holders of Designated Senior Indebtedness for such
Designated Senior Indebtedness shall be, or be made, the basis for the
commencement of a second Payment Blockage Period for such Designated Senior
Indebtedness, whether or not within the Initial Blockage Period, unless such
event of default shall have been cured or waived for a period of not less than
90 consecutive days.

         (c) In the event that, notwithstanding the foregoing provisions of this
Section, the Company shall make any payment to the Trustee (which is not paid
over to Holders of Securities) prohibited by the foregoing provisions of this
Section, then and in such event such payment shall be paid over to the
authorized representatives of such Designated Senior Indebtedness initiating the
Payment Blockage Period, to be held in


                                       50
<Page>



trust for distribution to the holders of Senior Indebtedness or, to the extent
amounts are not then due in respect of Senior Indebtedness, prompt return to the
Company, or otherwise as a court of competent jurisdiction shall direct.

         SECTION 10.04. PAYMENT PERMITTED. Nothing contained in this Article or
elsewhere in this Indenture or in any of the Securities shall prevent the
Company, at any time except during the pendency of any event referred to in
clause (a), (b) or (c) of Section 10.02 or under the conditions described in
Section 10.03, from making payments at any time of principal of (and premium, if
any) or interest on the Securities.

         SECTION 10.05. SUBROGATION. After all Senior Indebtedness is paid in
full and until the Securities are paid in full, Securityholders shall be
subrogated (equally and ratably with the holders of all indebtedness of the
Company which by its express terms is subordinated and postponed to Senior
Indebtedness to the same extent as the Securities are subordinated and postponed
and which is entitled to like rights of subrogation) to the rights of holders of
Senior Indebtedness to receive distributions applicable to Senior Indebtedness.
A distribution made under this Article Ten to holders of Senior Indebtedness
that otherwise would have been made to Securityholders is not, as between the
Company and Securityholders, a payment by the Company on such Senior
Indebtedness.

         SECTION 10.06. RELATIVE RIGHTS. This Article Ten defines the relative
rights of Securityholders and holders of Senior Indebtedness. Nothing in this
Indenture shall:

                           (1)      impair, as between the Company and
                                    Securityholders, the obligation of the
                                    Company, which is absolute and
                                    unconditional, to pay principal of and
                                    interest on the Securities in accordance
                                    with their terms; or

                           (2)      affect the relative rights against the
                                    Company of Securityholders and creditors of
                                    the Company other than the holders of Senior
                                    Indebtedness; or

                           (3)      except as set forth in Section 6.02 prevent
                                    the Trustee or any Securityholder from
                                    exercising its available remedies upon a
                                    Default or an Event of Default, subject to
                                    the rights of holders of Senior Indebtedness
                                    to receive distributions otherwise payable
                                    to Securityholders.

         SECTION 10.07. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY. (a) No
right of any holder of Senior Indebtedness to enforce the subordination of the
Indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Company or by its failure to comply with this Indenture.


                                       51
<Page>



         (b) Without in any way limiting the generality of subsection (a) of
this Section, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following:

                           (1)      change the manner, place or terms of payment
                                    or extend the time of payment of, or renew
                                    or alter, the terms of Senior Indebtedness
                                    or the terms of any instrument evidencing
                                    the same or any agreement under which Senior
                                    Indebtedness is outstanding (including any
                                    increase in the aggregate principal amount
                                    of any indebtedness thereunder, it being
                                    understood that any such additional
                                    indebtedness shall not constitute Senior
                                    Indebtedness to the extent incurred in
                                    violation of Section 4.05 of this
                                    Indenture);

                           (2)      sell, exchange, release or otherwise deal
                                    with any property pledged, mortgaged or
                                    otherwise securing Senior Indebtedness;

                           (3)      release any Person liable in any manner for
                                    the collection of Senior Indebtedness; and

                           (4)      exercise or refrain from exercising any
                                    rights against the Company and/or any other
                                    Person.

         (c) If the Trustee on behalf of the Holders or any Holders should fail
to file a proof of claim in any bankruptcy, insolvency, receivership or similar
proceeding relating to the Company at least 30 days before the expiration of the
time to file such claim or claims, each holder of Senior Indebtedness (or its
representative) is hereby authorized to file an appropriate claim for and on
behalf of all or any of the Holders.

         SECTION 10.08. RIGHTS OF TRUSTEE AND PAYING AGENT. Notwithstanding
Section 10.03, the Trustee or Paying Agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than one
Business Day prior to the date of such payment, a Trust Officer receives notice
satisfactory to it that payments may not be made under this Article Ten. The
Company, the Registrar or co-registrar, the Paying Agent, a Representative or a
holder of Senior Indebtedness may give the notice; provided, however, that, if
an issue of Senior Indebtedness has a Representative, only the Representative
may give the notice.


                                       52
<Page>


         Subject to the provisions of the TIA, the Trustee in its individual or
any other capacity may hold Senior Indebtedness with the same rights it would
have if it were not Trustee. The Registrar and co-registrar and the Paying Agent
may do the same with like rights. The Trustee shall be entitled to all the
rights set forth in this Article Ten with respect to any Senior Indebtedness
that may at any time be held by it, to the same extent as any other holder of
such Senior Indebtedness; and nothing in Article Seven shall deprive the Trustee
of any of its rights as such holder. Nothing in this Article Ten shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 7.07.

         SECTION 10.09. DISTRIBUTION OR NOTICE TO REPRESENTATIVE. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representative (if
any).

         SECTION 10.10. ARTICLE TEN NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT
RIGHT TO ACCELERATE. The failure to make a payment pursuant to the Securities by
reason of any provision in this Article Ten shall not be construed as preventing
the occurrence of a Default. Nothing in this Article Ten shall have any effect
on the right of the Securityholders or the Trustee to accelerate the maturity of
the Securities; provided, however, that, so long as any Indebtedness permitted
by this Indenture to be incurred pursuant to the Credit Facility shall be
outstanding (including letters of credit and bankers' acceptances), upon the
occurrence and during the continuance of an Event of Default under this
Indenture, neither the Trustee nor any Holder shall be entitled to accelerate
all or any of the Subordinated Obligations until the earlier to occur of the
fifth Business Day following receipt by the Company and by an authorized
representative of the holders of Designated Senior Indebtedness of a written
declaration of acceleration as provided in Section 6.02 and the date of
acceleration of any such Indebtedness under the Credit Facility.

         SECTION 10.11. TRUST MONEYS NOT SUBORDINATED. Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust under Article Eight by the Trustee and
which were deposited in accordance with the terms of Article Eight and not in
violation of Section 10.03 for the payment of principal of and interest on the
Securities shall not be subordinated to the prior payment of any Senior
Indebtedness or subject to the restrictions set forth in this Article Ten, and
none of the Securityholders shall be obligated to pay over any such amount to
the Company or any holder of Senior Indebtedness or any other creditor of the
Company.

         SECTION 10.12. TRUSTEE ENTITLED TO RELY. Upon any payment or
distribution pursuant to this Article Ten, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 10.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior
Indebtedness for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or


                                       53
<Page>



amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article Ten. In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Ten, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article Ten, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. The
provisions of Sections 7.01 and 7.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article Ten.

         SECTION 10.13. TRUSTEE TO EFFECTUATE SUBORDINATION. Each Securityholder
by accepting a Security authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination between the Securityholders and the holders of Senior Indebtedness
as provided in this Article Ten and appoints the Trustee as attorney-in-fact for
any and all such purposes.

         SECTION 10.14. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall mistakenly pay over or distribute to Securityholders or the Company or any
other Person, money or assets to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article Ten or otherwise.

         SECTION 10.15. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS SUBORDINATION
PROVISIONS. Each Securityholder by accepting a Security acknowledges and agrees
that the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Securities, to acquire and continue to hold, or to continue to
hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall
be deemed conclusively to have relied on such subordination provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness.

                                   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.


                                       54
<Page>


         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:

                  if to the Company:

                           AMC Entertainment Inc.
                           106 West 14th Street
                           Kansas City, Missouri 64105
                           Attention of: Secretary


                           if to the Trustee:

                           HSBC Bank USA
                           452 Fifth Avenue
                           New York, NY  10018
                           Attention of:  Issuer Services

         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, the Company shall furnish to the
Trustee:

                           (1)      an Officers' Certificate in form and
                                    substance reasonably satisfactory to the
                                    Trustee stating that, in



                                       55
<Page>


                                    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.

         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,



                                       56
<Page>


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 the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company 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 the Trustee knows are so owned shall be so disregarded. Also,
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 BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

         SECTION 11.10. 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 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 in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.


                                       57
<Page>



         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.

         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.




                                       58
<Page>





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

                              AMC ENTERTAINMENT INC.,


                              by: /s/ Craig R. Ramsey
                                 -----------------------------------
                                 Name:   Craig R. Ramsey
                                 Title:  Senior Vice President, Finance,
                                         Chief Financial Officer and
                                         Chief Accounting Officer




                               HSBC BANK USA, as Trustee


                               by: /s/ Herawattee Alli
                                  ------------------------------------
                                  Name:  Herawattee Alli
                                  Title: Trust Officer



<Page>

                                                                      SCHEDULE I

                 PROVISIONS FOR INTER-COMPANY SUBORDINATED DEBT

          1.1  CERTAIN DEFINITIONS. Unless otherwise defined in this Schedule I,
terms defined in the Indenture in respect of the 9 7/8 % Senior Subordinated
Notes due 2012 dated as of January 16, 2002 (the "Indenture") between AMC
Entertainment Inc. (the "Company") and HSBC Bank USA, as trustee (the "Trustee")
and used herein have the meanings attributed to such terms in the Indenture. As
used herein, (a) the term "Relevant Obligor" means the obligor creating,
incurring, assuming or suffering to exist any indebtedness under clause (xiii)
under the definition of Permitted Indebtedness under the Indenture and (b) the
term "Permitted Junior Securities" means equity securities other than Redeemable
Capital Stock or subordinated securities of the Relevant Obligor or any
successor obligor provided for by a plan of reorganization or readjustment that,
in the case of any such subordinated securities, are subordinate in right of
payment to all Securities and Indenture Obligations to at least the same extent
as the indebtedness evidenced by this agreement or instrument is so subordinated
as provided herein.

          2.1  AGREEMENT TO SUBORDINATE. The Relevant Obligor and the relevant
creditor who is owed such indebtedness (the "Relevant Creditor") agree that the
indebtedness represented by this agreement or instrument (including, without
limitation, principal, interest, premium, fees, penalties, indemnities and
"post-petition interest" in bankruptcy) is subordinate and junior in right of
payment, to the extent and in the manner provided in this Section 2, to the
prior payment in full of all Securities and Indenture Obligations of the
Company. The Relevant Obligor agrees to hold the benefit of these provisions as
incorporated in this agreement or this instrument as trustee for and on behalf
of the Trustee and the Holders and the Relevant Obligor shall be a party to the
agreement or instrument in such capacity and shall give the Relevant Creditor
(and the Relevant Obligor on its own behalf) one dollar as valuable
consideration in respect of the agreements given to it in such capacity as
trustee. The provisions of this Section 2 are for the benefit of the Holders,
and such Holders are hereby made obligees hereunder to the same extent as if
their names were written herein as such, and they (collectively or singly) may
proceed to enforce such provisions.

          2.2  LIQUIDATION; DISSOLUTION; BANKRUPTCY. (a) In the event of any
insolvency or bankruptcy case or proceeding, or any receivership, liquidation,
reorganization or other similar case or proceeding in connection therewith,
relative to the Relevant Obligor or to its assets, whether voluntary or
involuntary from any source, or (b) any liquidation, dissolution or other
winding-up of the Relevant Obligor, whether voluntary or involuntary and whether
or not involving insolvency or bankruptcy, or (c) any assignment for the benefit
of creditors or any other marshaling of assets or liabilities of the Relevant
Obligor; then, and in any such event:

          (i)  the Trustee and the Holders shall be entitled to receive payment
in full of all Securities and Indenture Obligations before the Relevant Creditor
shall be entitled to receive any payment (other than in Permitted Junior
Securities) of principal of


                                      I-1
<Page>

or interest on, or any other amount owing in respect of, the indebtedness
evidenced by this agreement or instrument;

          (ii) until payment in full of all the Securities and Indenture
Obligations, any distribution of assets of any kind or character (other than in
Permitted Junior Securities) to which the Relevant Creditor would be entitled
but for this Section 2 shall be paid by the Relevant Obligor or by any receiver,
trustee in bankruptcy, liquidating trustee, agents or other Persons making such
payment or distribution to, or if received by the Relevant Creditor shall be
held for the benefit of and shall be forthwith paid or delivered to, the Trustee
and Holders in respect of the Securities and Indenture Obligations; and

          (iii) in the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Relevant Obligor of any kind or character, whether
in cash, property or securities (other than in Permitted Junior Securities),
shall be received by the Relevant Creditor before all the Securities and
Indenture Obligations are paid in full, such payment or distribution shall be
held in trust for the benefit of and shall be paid over to the Trustee and the
Holders in respect of the Securities and Indenture Obligations, for application
to the payment of all Securities and Indenture Obligations until all Securities
and Indenture Obligations shall have been paid in full after giving effect to
any concurrent payment or distribution to the Trustee or the Holders in respect
of such Securities and Indenture Obligations.

     (b)  If the Relevant Creditor does not file proper claims or proofs of
claim in the form required in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Relevant Obligor or its
property prior to 45 days before the expiration of the time to file such claims,
then (i) upon the request of the Trustee, the Relevant Creditor shall file such
claims and proofs of claim in respect of the indebtedness evidenced by this
agreement or instrument and execute and deliver such powers of attorney,
assignments and proofs of claim as may be directed by the Trustee to enable it
to enforce any and all claims upon or in respect of the indebtedness evidenced
by this agreement or instrument and to collect and receive any and all payments
or distributions which may be payable or deliverable at any time upon or in
respect of the indebtedness evidenced by this agreement or instrument; and (ii)
whether or not the Trustee shall take the action described in clause (i) above,
the Trustee shall nevertheless be deemed to have such powers of attorney as may
be necessary to file appropriate claims and proofs of claim and otherwise
exercise the powers described above.

For purpose of this Section 2, "payment in full" means the receipt on an
irrevocable basis of cash or Cash Equivalents in an amount equal to the unpaid
principal amount of the indebtedness and premium, if any, and interest thereon
to the date of such payment, together with all other amounts owing with respect
to such indebtedness.

          2.3  SECURITIES AND INDENTURE OBLIGATIONS. (a) The Relevant Obligor
shall not pay any principal, interest or premium on the indebtedness evidenced
by this agreement or instrument, acquire the indebtedness evidenced by this
agreement or


                                      I-2
<Page>

instrument for cash or property other than capital stock (other than in
Permitted Junior Securities) of the Relevant Obligor, or make any loans,
advances or extensions of credit to the Relevant Creditor with respect to the
indebtedness evidenced by this agreement or instrument, or pay or acquire any
obligation or liability upon which the Relevant Creditor is the obligor, and the
Relevant Creditor shall not demand, accept or receive any payment of any
principal, interest or premium on the indebtedness evidenced by this agreement
or instrument or any such cash, property (other than capital stock (other than
in Permitted Junior Securities) of the Relevant Obligor), loans, advances or
extensions of credit at any time when:

               (i)  a default in the payment of any Securities and Indenture
     Obligations has occurred, whether at maturity or at a date fixed for
     prepayment or by declaration of an acceleration or otherwise, and such
     default either (A) shall be continuing or (B) shall not have been cured and
     shall have been waived by the Holders on the express condition that
     payments on and acquisitions of the indebtedness evidenced by this
     agreement or instrument by the Relevant Obligor be prohibited pursuant to
     this clause (i); or

               (ii) any default (other than as described in clause (i) of this
     Section 2.3(a)) under any agreement or instrument evidencing Securities and
     Indenture Obligations shall have occurred and either (x) shall be
     continuing or (y) shall not have been cured and shall have been waived by
     the Holders on the express condition that payments on or acquisition of the
     indebtedness evidenced by this agreement or instrument be prohibited
     pursuant to this clause (ii); or

               (iii) any Payment Default or Non-Payment Default shall have
     occurred and shall not have been cured or waived; or

               (iv) such payment of principal, interest or premium on the
     indebtedness evidenced by this agreement or instrument, or acquisition of
     the indebtedness evidenced by this agreement or instrument for cash or
     property other than capital stock of the Relevant Obligor would cause a
     Default or Event of Default under the Indenture.

          (b)  If at any time when a payment on the indebtedness evidenced by
     this agreement or instrument is due, the Relevant Obligor would (but for
     this subsection (b)) be prohibited by Section 2.3(a) from making such
     payment, the Relevant Obligor shall nonetheless be obligated to make such
     payment if all of the Holders with respect to which any default shall have
     occurred shall have consented thereto in writing.

          (c)  If, notwithstanding the foregoing, any payment of any kind or
     character, whether in cash, property or otherwise, shall be received by the
     Relevant Creditor before all the Securities and Indenture Obligations are
     paid in full, such payment shall be held in trust for the benefit of and
     shall be paid over to the Trustee and the Holders in respect of the
     Securities and Indenture Obligations for application to the payment of all
     such Securities and Indenture Obligations


                                      I-3
<Page>

     until all Securities and Indenture Obligations shall have been paid in full
     after giving effect to any concurrent payment or distribution to the
     Trustee or the Holders in respect of such Securities and Indenture
     Obligations.

          2.4. SUBROGATION. After all Securities and Indenture Obligations are
paid in full and until the indebtedness evidenced by this agreement or
instrument is paid in full, the Relevant Creditor shall be subrogated to the
rights of the Holders. For purposes of this Section 2.4, a distribution made
under this Section 2 to Holders which otherwise would have been made to the
Relevant Creditor, or a payment made by the Relevant Creditor to Holders in
respect of a turnover obligation under this Section 2, is not, as between the
Relevant Obligor and such Holders, a payment by the Relevant Obligor on account
of Securities and Indenture Obligations.

          2.5. RELATIVE RIGHTS. This Section 2 defines the relative rights of
the Relevant Creditor on the one hand and the Holders on the other hand. Nothing
in this Section 2 shall:

          (a)  impair, as between the Relevant Obligor and the Relevant
Creditor, the obligation of the Relevant Obligor, which is absolute and
unconditional, to pay the principal of and interest on the indebtedness
evidenced by this agreement or instrument in accordance with its terms; or

          (b)  affect the relative rights of the Relevant Creditor on the one
hand and creditors of the Relevant Obligor other than the Holders on the other
hand; or

          (c)  affect the relative rights of the Holders among themselves; or

          (d)  prevent the Relevant Creditor from exercising its available
remedies upon a default, subject to Section 2.3 hereof and the rights of the
Holders to receive cash, property or other assets otherwise payable to the
Relevant Creditor.

          2.6. SUBORDINATION MAY NOT BE IMPAIRED. (a) No right of the Trustee or
any Holder to enforce the subordination of indebtedness evidenced by this
agreement or instrument shall in any way be prejudiced or impaired by any act or
failure to act by the Relevant Obligor or by any act or failure to act in good
faith, by the Trustee or any Holder or by any non-compliance by the Relevant
Obligor with the terms, provisions or covenants herein, regardless of any
knowledge thereof which the Trustee or any such Holder may have or be otherwise
charged with. Neither the subordination of the indebtedness represented by this
agreement or instrument as herein provided nor the rights of the Trustee and the
Holders with respect hereto shall be affected by any extension, renewal or
modification of the terms, or the granting of any security in respect of, any
Securities and Indenture Obligations or any exercise or non-exercise of any
right, power or remedy with respect thereto.


                                      I-4
<Page>

          (b)  The Relevant Creditor agrees that all indebtedness evidenced by
this agreement or instrument will be unsecured by any Lien upon or with respect
to any property of the Relevant Obligor, and that the Relevant Creditor will not
permit to subsist any Liens upon its claim in respect of or upon the proceeds of
the indebtedness represented by this agreement or instrument.

          (c)  The Relevant Creditor agrees not to exercise any offset or
counterclaim or similar right in respect of the indebtedness evidenced by this
agreement or instrument except to the extent payment of such indebtedness is
permitted and will not assign or otherwise dispose of this agreement or
instrument or the indebtedness which it evidences unless the assignee or
acquiror, as the case may be, agrees to be bound by the terms of this Section 2.

          2.7  RELEVANT CREDITOR ENTITLED TO RELY. Upon any payment or
distribution pursuant to this Section 2, the Relevant Creditor shall be entitled
to rely (i) upon any order or decree of a court of competent jurisdiction in
which any proceedings of the nature referred to in Section 2.2 are pending, (ii)
upon a certificate of the liquidating trustee or agent or other person in such
proceedings making such payment or distribution to the Relevant Creditor or its
representative, if any, or (iii) upon a certificate of the Trustee for the
purpose of ascertaining the persons entitled to participate in such payment or
distribution, the Holders, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Section 2.

          2.8  MISCELLANEOUS. (a) The provisions contained herein may not be
amended or modified in any respect, nor may any of the terms or provisions
hereof be waived, except by an instrument signed by the Relevant Obligor, the
Relevant Creditor and the Trustee.

          (b)  The provisions contained herein shall be binding upon each of the
parties to this agreement or instrument and their respective successors and
assigns and shall inure to the benefit of the Trustee and each and every Holder
and their respective successors and assigns.

          (c)  The provisions contained herein shall be governed by and
construed in accordance with the laws of the State of New York.

          (d)  The Relevant Creditor and the Relevant Obligor each hereby
irrevocably agrees that any suits, actions or proceedings arising out of or in
connection with the provisions contained herein may be brought in any state or
federal court sitting in The City of New York and submits to the non-exclusive
jurisdiction of each such court.


                                      I-5
<Page>

                                                                      APPENDIX A

                         PROVISIONS RELATING TO INITIAL
                       SECURITIES AND EXCHANGE SECURITIES

1.   DEFINITIONS

     1.1  Definitions

     For the purposes of this Appendix A the following terms shall have the
meanings indicated below:

     "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(c).

     "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 and (ii) the Closing Date with respect to such Securities.

     "Exchange Securities" means the 9 7/8 % Senior Subordinated Notes due 2012
to be issued pursuant to this Indenture in connection with a Registered Exchange
Offer pursuant to the Registration Agreement.

     "IAI" means an institutional "accredited investor" as described in Rule
501(a)(1), (2), (3) or (7) under the Securities Act.

     "Initial Purchasers" means Salomon Smith Barney Inc. Banc of America
Securities LLC, Credit Suisse First Boston Corporation, Deutsche Banc Alex.
Brown Inc., Lehman Brothers Inc., Scotia Capital (USA) Inc. and UBS Warburg LLC.

     "Initial Securities" means the 9 7/8 % Senior Subordinated 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.

     "New Securities" shall have the meaning set forth in Section 1 of the
Registration Agreement.

     "Original Securities" means Initial Securities in the aggregate principal
amount of $175,000,000 issued on January 16, 2002.


                                      A-1
<Page>

     "Private Exchange" means the offer by the Company, pursuant to Section 2(f)
of the Registration Agreement dated January 16, 2002, or pursuant to any similar
provision of any other Registration 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 Agreement.

     "Purchase Agreement" means the Purchase Agreement dated January 11, 2002,
between the Company and the Initial Purchasers relating to the Original
Securities, or any similar agreement relating to any future sale of Initial
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 Agreement, to certain Holders of Initial Securities, to issue and
deliver to such Holders, in exchange for the Initial Securities, a like
aggregate principal amount of Exchange Securities registered under the
Securities Act.

     "Registration Agreement" means the Registration Rights Agreement dated
January 16, 2002, between the Company and the Initial Purchasers relating to the
Original Securities, or any similar agreement relating to any additional Initial
Securities.

     "Rule 144A Securities" means all Initial Securities offered and sold to
QIBs in reliance on Rule 144A.

     "Securities" means the Initial Securities, the Exchange Securities and the
Private Exchange Securities, treated as a single class.

     "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 or Private
Exchange Securities pursuant to a Registration Agreement.

     "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(c) hereto.


                                      A-2
<Page>

     1.2  Other Definitions

<Table>
<Caption>
     TERM                                              DEFINED IN SECTION:
     ----                                              -------------------
<S>                                                              <C>
     "Agent Members"                                             2.1(b)
     "Global Security"                                           2.1(a)
     "Regulation S"                                              2.1
     "Rule 144A"                                                 2.1
</Table>

2.   THE SECURITIES

     2.1  Form and Dating

          The Initial 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 will
be resold, initially only to QIBs in reliance on Rule 144A under the Securities
Act ("Rule 144A") and in reliance on Regulation S under the Securities Act
("Regulation S"). Initial 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.

          (a)  Global Securities. Except as provided in Section 2.4, Securities
shall be in the form of one or more permanent global Securities in definitive,
fully registered form (each a "Global Security") in each case without interest
coupons and with the global securities legend and, except as otherwise provided
herein, the restricted securities legend set forth in Exhibit 1 hereto. The
Initial Securities shall be deposited on behalf of the purchasers of the Initial
Securities represented thereby with the Securities Custodian, and registered in
the name of the Depository or a nominee of the Depository, duly executed by the
Company and authenticated by the Trustee as provided in this Indenture. 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
Depository or its nominee as hereinafter provided.

          (b)  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.


                                      A-3
<Page>

          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.

          (c)  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)
Original Securities for original issue in an aggregate principal amount of
$175,000,000, (2) any additional Initial Securities, if and when issued pursuant
to the Indenture; and (3) the Exchange Securities for issue only in a Registered
Exchange Offer or a Private Exchange, respectively, pursuant to a Registration
Agreement, for a like principal amount of Initial 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,
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:

          (x)  to register the transfer of such Definitive Securities; or

          (y)  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:

               (i)  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


                                      A-4
<Page>

               (ii) 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(c)(i).

          (b)  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. In the case of a transfer of a
          beneficial interest in a Global Security to an IAI, the transferee
          must furnish a signed letter to the Trustee containing certain
          representations and agreements (the form of which letter can be
          obtained from the Trustee or the Company and is attached as Exhibit
          B).

               (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.


                                      A-5
<Page>

               (iii) Notwithstanding any other provisions of this Appendix 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 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.

          (c)  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 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, (2)
          PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
          UNDER THE


                                      A-6
<Page>

          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 WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
          INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS
          OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
          WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER 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) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
          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 INSTITUTION THAT IS AN "ACCREDITED INVESTOR"
          AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT
          (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE
          OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS
          SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
          INSTITUTIONAL ACCREDITED INVESTOR, 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, PROVIDED, THAT A
          CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE IS
          DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE; PROVIDED,
          FURTHER, THAT NO PERSON WHO HAS PURCHASED SECURITIES PURSUANT TO
          CLAUSE (4) SHALL BE PERMITTED TO TRANSFER ANY SECURITIES SO PURCHASED
          BY IT TO AN INSTITUTIONAL ACCREDITED INVESTOR PURSUANT TO THIS CLAUSE
          (5) PRIOR TO 40 DAYS FOLLOWING THE ORIGINAL ISSUE DATE) (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


                                      A-7
<Page>

          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."

               (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 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 or Private Exchange Securities, all requirements
          pertaining to


                                      A-8
<Page>

          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 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 pursuant to which certain Holders of
          such Initial Securities are offered Exchange Securities in exchange
          for their Initial Securities, Exchange Securities in global form
          without restrictive legends will be available to Holders or beneficial
          owners that exchange such Initial 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 pursuant to which Holders of such Initial
          Securities are offered Private Exchange Securities in exchange for
          their Initial Securities, 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 Exhibit 1 hereto will be
          available to Holders that exchange such Initial Securities in such
          Private Exchange.

          (d)  Cancelation 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
cancelation or retained and canceled by the Trustee. At any time prior to such
cancelation, 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.

          (e)  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.


                                      A-9
<Page>

               (ii) No service charge shall be made for any registration of
          transfer or exchange, but the Company 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 transfer pursuant to Sections 3.06 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, 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 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 transfer or exchange.

          (f)  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.


                                      A-10
<Page>

               (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.

          (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 Exhibit 1 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


                                      A-11
<Page>

reasonable supply of certificated Securities in definitive, fully registered
form without interest coupons.


                                      A-12
<Page>


                                                                       EXHIBIT 1
                                                                   To APPENDIX 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.

                         [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, (2)


                                      A-13

<Page>

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 WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
OTHER 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) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH 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 INSTITUTION
THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON
THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING
THIS SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, 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, PROVIDED, THAT A CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY OR THE
TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE; PROVIDED,
FURTHER, THAT NO PERSON WHO HAS PURCHASED SECURITIES PURSUANT TO CLAUSE (4)
SHALL BE PERMITTED TO TRANSFER ANY SECURITIES SO PURCHASED BY IT TO AN
INSTITUTIONAL ACCREDITED INVESTOR PURSUANT TO THIS CLAUSE (5) PRIOR TO 40 DAYS
FOLLOWING THE ORIGINAL ISSUE DATE) (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.


                                      A-14

<Page>

          [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.]


                                      A-15

<Page>

                       [FORM OF FACE OF INITIAL SECURITY]


No. R-__
Up to $ 175,000,000                                  9 7/8 % Senior Subordinated
                                                                   Note due 2012
                                                                CUSIP No. ______


          AMC Entertainment Inc., a Delaware corporation, promises to pay to
Cede & Co., or registered assigns, the principal sum as set forth on the
Schedule of Increases or Decreases annexed hereto on February 1, 2012. Interest
Payment Dates: each February 1 and August 1, commencing August 1, 2002.

Record Dates:  January 15 and July 15.


                                      A-16

<Page>

          IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

                                        AMC ENTERTAINMENT INC.,



                                        by:
                                           -------------------------------------
                                           Name:
                                           Title:



                                        by:
                                           -------------------------------------
                                           Name:
                                           Title:



[CORPORATE SEAL]

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated:
       -----------------------------


HSBC BANK USA,
as Trustee, certifies that
this is one of the Securities
referred to in the Indenture.


By:_________________________
   Authorized Signatory



          Additional provisions of this Security are set forth on the other side
of this Security.


                                      A-17

<Page>

                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]


                    9 7/8 % Senior Subordinated Note due 2012


1. INTEREST. (a). AMC Entertainment Inc., a Delaware corporation (such
corporation, and its successors under the Indenture hereinafter referred to,
being herein called the "Company"), 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 1 and August 1 of each year,
commencing August 1, 2002, 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 January 16, 2002. 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) Special Interest. The holder of this Security is entitled to the
benefits of a Registration Agreement, dated as of January 16, 2002, between the
Company and the Purchasers named therein (the "Registration Agreement").
Capitalized terms used in this paragraph (b) but not defined herein have the
meanings assigned to them in the Registration Agreement. In the event that (i)
neither the Exchange Offer Registration Statement nor the Shelf Registration
Statement has been filed with the Commission on or prior to the 90th day
following the date of the original issuance of the Securities, (ii) neither the
Exchange Offer Registration Statement nor the Shelf Registration Statement has
been declared effective on or prior to the 150th day following the date of the
original issuance of the Securities, (iii) neither the Registered Exchange Offer
has been consummated nor the Shelf Registration Statement has been declared
effective on or prior to the 180th day following the date of the original
issuance of the Securities, or (iv) after the Exchange Offer Registration
Statement or the Shelf Registration Statement has been declared effective, such
Registration Statement thereafter ceases to be effective or usable in connection
with the Exchange Offer, in the case of the Exchange Offer Registration
Statement, or resales of the Securities, in the case of the Shelf Registration
Statement, at any time that the Company is obligated to maintain the
effectiveness thereof pursuant to the Registration Agreement (each such event
referred to in clauses (i) through (iv) above being referred to herein as a
"Registration Default"), interest (the "Special Interest") shall accrue (in
addition to stated interest on the Securities) from and including the date on
which the first such Registration Default shall occur to but excluding the date
on which all Registration Defaults have been cured, at a rate per annum equal to
 .25% of the principal amount of the Securities; provided, however, that such
rate per annum shall increase by .25% per annum from and including the 91st day
after the first such Registration Default (and each successive 30th day
thereafter) unless and until all Registration Defaults have been cured; provided
further, however, that in no event shall the Special Interest accrue at a rate
in excess of 1.00% per annum. The Special Interest will be payable in cash
semiannually in arrears each February 1 and August 1, in immediately available
funds.


                                      A-18

<Page>

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 January 15 or July 15 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, a New York banking corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its domestically incorporated 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
January 16, 2002 (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 subordinated unsecured obligations of the
Company and can be issued in an initial amount of up to $175,000,000 and
additional amounts as part of the same series or new series under the Indenture
which are unlimited (subject to Sections 2.01 and 2.08 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


                                      A-19

<Page>

or certain affiliates, 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.

5.   OPTIONAL REDEMPTION

          Except as set forth below, the Securities may not be redeemed prior to
February 1, 2007. 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 February 1 of the
years set forth below:

<Table>
<Caption>

              --------------------------------------------------------
                                                   REDEMPTION
              PERIOD                                 PRICE
              --------------------------------------------------------
              <S>                                  <C>
              2007                                 104.938 %
              --------------------------------------------------------
              2008                                 103.292 %
              --------------------------------------------------------
              2009                                 101.646 %
              --------------------------------------------------------
              2010 and thereafter                  100.000 %
              --------------------------------------------------------
</Table>

6.   SINKING FUND

          The Securities are not subject to any sinking fund.

7.   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.

8.   SUBORDINATION

          The Securities are subordinated to Senior Indebtedness of the Company.
To the extent provided in the Indenture, Senior Indebtedness of the Company must
be paid before the Securities may be paid. The Company agrees, and each
Securityholder by accepting a Security agrees, to the subordination provisions
contained in the Indenture and authorizes the Trustee to give it effect and
appoints the Trustee as attorney-in-fact for such purpose.


                                      A-20

<Page>

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.

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 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 U.S. Government Obligations 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


                                      A-21

<Page>

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 make certain changes
in the subordination provisions that would limit or terminate the benefits
available to any holder of Senior Indebtedness under such provisions; (v) to add
Guarantees with respect to the Securities; (vi) to secure the Securities; (vii)
to add additional covenants or to surrender rights and powers conferred on the
Company; (viii) to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA; or (ix) to make any
change that does not adversely affect the rights of any Securityholder.

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.


                                      A-22

<Page>

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).

20.  GOVERNING LAW

          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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.

          The Company will furnish to any Holder of Securities upon written
request and without charge to the Holder a copy of the Indenture which has in it
the text of this Security. Requests may be made to: Nancy L. Gallagher, Vice
President and Secretary, 106 West 14th Street, Kansas City, Missouri 64105-1977.


                                      A-23

<Page>

                                 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.

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

                  |_|  (1)  to the Company; or

                  |_|  (2)  pursuant to an effective registration statement
          under the Securities Act of 1933; or

                  |_| (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

                  |_| (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

                  |_| (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

                  |_| (6) pursuant to another available exemption from
          registration provided by Rule 144 under the Securities Act of 1933.


                                      A-24

<Page>

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.

___________________________________________________________

                  [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:

<Table>
<Caption>

-----------------------------------------------------------------------------------------------------------
                                                                  Principal amount
                      Amount of decrease    Amount of increase     of this Global         Signature of
                      in Principal Amount      in Principal      Security following    authorized signatory
  Date of                of this Global        Amount of this      such decrease or        of Trustee or
 Exchange                  Security           Global Security         increase         Securities Custodian
-----------------------------------------------------------------------------------------------------------
<S>                   <C>                   <C>                  <C>                   <C>

-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------
</Table>


                                      A-25

<Page>

          OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.09 (Change of Control) of the Indenture, check the box:

          |_|

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.09 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.


                                      A-26

<Page>

EXHIBIT A

                           [FORM OF FACE OF SECURITY]

No. R-

Up to $175,000,000                                   9 7/8 % Senior Subordinated
                                                                   Note due 2012
                                                                CUSIP No. ______


          AMC Entertainment Inc., a Delaware corporation, promises to pay to
Cede & Co., or registered assigns, the principal sum as set forth on the
Schedule of Increases or Decreases annexed hereto on February 1, 2012. Interest
Payment Dates: each February 1 and August 1, commencing August 1, 2002.

Record Dates:  January 15 and July 15


                                      A-27

<Page>

          IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

                                       AMC ENTERTAINMENT INC.,



                                       by:
                                           -------------------------------------
                                           Name:
                                           Title:



                                       by:
                                           -------------------------------------
                                           Name:
                                           Title:


[CORPORATE SEAL]

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated:
       -----------------------------


HSBC BANK USA,
as Trustee, certifies that
this is one of the Securities
referred to in the Indenture.


By:_________________________
   Authorized Signatory



          Additional provisions of this Security are set forth on the other side
of this Security.


                                      A-28

<Page>

                       [FORM OF REVERSE SIDE OF SECURITY]


                    9 7/8 % Senior Subordinated Note due 2012


1.   INTEREST

          AMC Entertainment Inc., a Delaware corporation (such corporation, and
its successors under the Indenture hereinafter referred to, being herein called
the "Company"), 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 1 and August 1 of each year, commencing
August 1, 2002, 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 January 16, 2002. 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.

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 January 15 or July 15 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, a New York banking corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its domestically incorporated Wholly-Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.


                                      A-29

<Page>

4.   INDENTURE

          The Company issued the Securities under an Indenture dated as of
January 16, 2002 (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 subordinated unsecured obligations of the
Company and can be issued in an initial amount of up to $175,000,000 and
additional amounts as part of the same series or new series under the Indenture
which are unlimited (subject to Sections 2.01 and 2.08 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, 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.

5.   OPTIONAL REDEMPTION

          Except as set forth below, the Securities may not be redeemed prior to
February 1, 2007. 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 February 1 of the
years set forth below:

<Table>
<Caption>

             ---------------------------------------------------------
                                                   REDEMPTION
             PERIOD                                  PRICE
             ---------------------------------------------------------
             <S>                                   <C>
             2007                                   104.938%
             ---------------------------------------------------------
             2008                                   103.292%
             ---------------------------------------------------------
             2009                                   101.646%
             ---------------------------------------------------------
             2010 and thereafter                    100.000%
             ---------------------------------------------------------
</Table>

6.   SINKING FUND.  The Securities are not subject to any sinking fund.

7.   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


                                      A-30

<Page>

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.

8.   SUBORDINATION

          The Securities are subordinated to Senior Indebtedness of the Company.
To the extent provided in the Indenture, Senior Indebtedness of the Company must
be paid before the Securities may be paid. The Company agrees, and each
Securityholder by accepting a Security agrees, to the subordination provisions
contained in the Indenture and authorizes the Trustee to give it effect and
appoints the Trustee as attorney-in-fact for such purpose.

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 the 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
relevant interest payment date that is on or prior to the date of purchase) as
provided in, and subject to the terms of, the Indenture.

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 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


                                      A-31

<Page>

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 U.S. Government Obligations 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 make certain changes in the
subordination provisions that would limit or terminate the benefits available to
any holder of Senior Indebtedness under such provisions; (v) to add Guarantees
with respect to the Securities; (vi) to secure the Securities; (vii) to add
additional covenants or to surrender rights and powers conferred on the Company;
(viii) to comply with the requirements of the SEC in order to effect or maintain
the qualification of the Indenture under the TIA; or (ix) to make any change
that does not adversely affect the rights of any Securityholder.

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


                                      A-32

<Page>

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).

20.  GOVERNING LAW

          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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


                                      A-33

<Page>

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.

          The Company will furnish to any Holder of Securities upon written
request and without charge to the Holder a copy of the Indenture which has in it
the text of this Security. Requests may be made to: Nancy L. Gallagher, Vice
President and Secretary, 106 West 14th Street, Kansas City, Missouri 64105-1977.


                                      A-34

<Page>

                                 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.


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-35

<Page>

          OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.09 (Change of Control) of the Indenture, check the box:

          |_|

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.09 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.



                                      A-36

<Page>


EXHIBIT B

                   Form of Transferee Letter of Representation


          AMC Entertainment Inc.

In care of
[           ]
[           ]
[           ]



Ladies and Gentlemen:

          This certificate is delivered to request a transfer of $[ ] principal
amount of the 9 7/8 % Senior Subordinated Notes due 2012 (the "Securities") of
AMC Entertainment 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


                                      A-37

<Page>

the Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act ("Rule 144A"), to a 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.

                                   TRANSFER:____________________________

                                              by:_______________________



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