Exhibit 4.2  SECOND SUPPLEMENTAL INDENTURE  This Supplemental Indenture, dated as of June 24,
2010 (this Supplemental Indenture or Guarantee), among AMC
Showplace Theatres, Inc., a Delaware corporation, (the Subsidiary
Guarantor), AMC Entertainment Inc. (together with its successors and
assigns, the Company), each other Guarantor under the Indenture
referred to below, and HSBC Bank USA, National Association, as Trustee under
the Indenture referred to below.  W I
T N E S S E T H:  WHEREAS, the Company, the Guarantors and the Trustee
have heretofore executed and delivered an Indenture, dated as of
January 26, 2006, as supplemented by the First Supplemental Indenture,
dated as of April 20, 2006 (as amended, supplemented, waived or otherwise
modified, the Indenture), providing for the issuance of 11% Senior
Subordinated Notes due 2016 of the Company (the Securities);  WHEREAS, Section 4.09 of the Indenture provides
that the Company is required to cause each Subsidiary that Guarantees
obligations under the New Credit Facility, the Existing Notes or other
Indebtedness of the Company or any of its Guarantors to execute and deliver to
the Trustee a supplemental indenture pursuant to which such Subsidiary will
unconditionally guarantee, on a joint and several basis with the other
Guarantors, the full and prompt payment of the principal of, premium, if any,
and interest on the Securities on a senior basis; and  WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee, the Company and the Guarantors are authorized to
execute and deliver this Supplemental Indenture to amend or supplement the
Indenture, without the consent of any Holder;  NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Subsidiary Guarantor, the Company, the other Guarantors and
the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Securities as follows:  ARTICLE I  Definitions  SECTION 1.01.       Defined Terms.  As used in this Supplemental
Indenture, terms defined in the Indenture or in the preamble or recital hereto
are used herein as therein defined, except that the term Holders in
the  Guarantee shall refer to the term Holders
as defined in the Indenture and the Trustee acting on behalf or for the benefit
of such Holders.  The words herein, hereof and hereby and other
words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular
section hereof.


ARTICLE II  Agreement to be Bound; Guarantee  SECTION 2.01.       Agreement to be Bound.  The Subsidiary Guarantor
hereby becomes a party to the Indenture as a Guarantor and as such will have
all of the rights and be subject to all of the obligations and agreements of a
Guarantor under the Indenture.  The Subsidiary Guarantor agrees to be
bound by all of the provisions of the Indenture applicable to a Guarantor and
to perform all of the obligations and agreements of a Guarantor under the Indenture.  SECTION 2.02.       Guarantee.  The Subsidiary Guarantor agrees, on a
joint and several basis with all the existing Guarantors, to fully,
unconditionally and irrevocably guarantee to each Holder of the Securities and
the Trustee the Guarantor Obligations pursuant to Article Ten of the
Indenture on a senior basis.  ARTICLE III  Miscellaneous  SECTION 3.01.       Notices.  All notices and other communications to
the Subsidiary Guarantor shall be given as provided in the Indenture to the
Subsidiary Guarantors, at its address set forth below, with a copy to the
Company as provided in the Indenture for notices to the Company.  SECTION 3.02.       Parties.  Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental  Indenture or the Indenture or
any provision herein or therein contained.  SECTION 3.03.       Governing Law.  This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New
York.  SECTION 3.04.       Ratification of Indenture; Supplemental Indentures
Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.
 This Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Securities heretofore or hereafter authenticated
and delivered shall be bound hereby.  SECTION 3.05.       Trustee not Responsible.  The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Second Supplemental Indenture or for or in respect of the
recitals contained herein, all of which are made solely by the Company and the
Guarantors.  SECTION 3.06.       Counterparts.  The parties hereto may sign one or
more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.


SECTION 3.07.       Headings.  The headings of the Articles and the
Sections in this Guarantee are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions
hereof.


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above
written.   AMC SHOWPLACE THEATRES, INC.,as a GuarantorBy:
  /s/ Craig R. RamseyName:
  Craig R.
  RamseyTitle:
  Executive
  Vice President and Chief Financial OfficerAddress:
  AMC
  Showplace Theatres, Inc.c/o American Multi-Cinema, Inc.920 Main
  Street,Kansas City,MO 64105AMC ENTERTAINMENT INC.By:
  /s/ Craig R. RamseyName:
  Craig R.
  RamseyTitle:
  Executive
  Vice President and Chief Financial OfficerHSBC BANK USA, NATIONAL
  ASSOCIATION,as TrusteeBy:
  /s/ Herawattee AlliName:
  Herawattee AlliTitle:
  Vice President  [Signature Page to Second Supplemental Indenture]


AMC CARD
  PROCESSING SERVICES, INC.AMC
  ENTERTAINMENT INTERNATIONAL, INC.AMC LICENSE
  SERVICES, INC.AMERICAN
  MULTI-CINEMA, INC.CLUB CINEMA
  OF MAZZA, INC.LCE
  ACQUISITIONSUB, INC.LCE MEXICAN
  HOLDINGS, INC.LOEWS
  CITYWALK THEATRE CORPORATION,as
  GuarantorsBy:
  /s/ Craig R. RamseyName:
  Craig R.
  RamseyTitle:
  Executive
  Vice President and Chief Financial Officer  [Signature
Page to Second Supplemental Indenture]