Exhibit 4.3


 


FOURTH SUPPLEMENTAL INDENTURE


 


This Supplemental Indenture, dated as of June 9,
2009, (this “Supplemental Indenture”), among AMC Entertainment, Inc.
(together with its successors and assigns, the “Company”), each
Guarantor under the Indenture referred to below and set forth on the signature pages hereto
(which represent all of the currently existing Guarantors), and HSBC Bank USA,
National Association, as Trustee (the “Trustee”) under the Indenture
referred to below.


 


WITNESSETH


 


WHEREAS, the Company and the Trustee have heretofore
executed and delivered an Indenture, dated as of August 18, 2004 (the “Base
Indenture”), as supplemented by (i) the First Supplemental Indenture,
dated as of December 23, 2004 (the “First Supplemental Indenture”),
among the Company, the Guarantors named therein and the Trustee; (ii) the
Second Supplemental Indenture, dated as of January 26, 2006 (the “Second
Supplemental Indenture), among the Company, the Guarantors named therein
and the Trustee; and (iii) the Third Supplemental Indenture, dated as of April 20,
2006 (the “Third Supplemental Indenture” and, together with the Base
Indenture, the First Supplemental Indenture and the Second Supplemental
Indenture, the “Indenture”), among the Company, the Guarantors named therein
and the Trustee, providing for the issuance of 85/8% Senior Notes due 2012 of the
Company (the “Securities”);


 


WHEREAS, this Supplemental Indenture is being executed
pursuant to the Company’s Offer to Purchase and Consent Solicitation Statement,
dated May 26, 2009 (the “Statement”), and the related Letter of
Transmittal and Consent;


 


WHEREAS, Section 9.02 of the Indenture provides that
the Company and the Trustee may amend the Indenture “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)”, subject to certain
exceptions specified in Section 9.02 of the Indenture;


 


WHEREAS, the parties hereto are entering into this
Supplemental Indenture to (i) eliminate certain definitions and references
to definitions contained in Sections 1.01 and 1.02, respectively, of the
Indenture; (ii) amend Section 3.03 of the Indenture to reduce the
required number of days in advance of a redemption date by which notice of a
redemption is required to be given by the Company to the Holders; (iii) eliminate
certain restrictive covenants contained in Article 4 of the Indenture; (iv) eliminate
certain conditions to mergers, consolidations and sales of assets contained in Section 5.01
of the Indenture; (v) eliminate certain Events of Default contained in Section 6.01
of the Indenture; and (vi) eliminate all references in the Indenture or
the Securities to sections to be eliminated in accordance with the preceding
clauses (i), (ii), (iii), (iv) and (v) (collectively, the “Amendments”);


 


WHEREAS, the Amendments described in the preceding
paragraph require the written consent of the Holders of at least a majority in
aggregate principal amount of the Securities outstanding;


 

















 


WHEREAS, the execution and delivery of this Supplemental
Indenture and the adoption of the Amendments by the Company and the Trustee
have been authorized by the written consent of the Holders of a majority in
aggregate principal amount of the Securities outstanding as of the date hereof;
and


 


WHEREAS, the execution and delivery of this Supplemental
Indenture by the Company and the Guarantors have been authorized by a
resolution of their respective Board of Directors, and all acts, conditions and
requirements necessary to make this Supplemental Indenture a valid and binding
agreement in accordance with its terms and for the purposes herein set forth
have been done and taken, and the execution and delivery of this Supplemental
Indenture have been in all respects duly authorized;


 


NOW, THEREFORE, in consideration of the above premises,
each party hereto agrees, for the benefit of the other party and for the equal
and ratable benefit of the Holders of the Securities, as follows:


 


SECTION 1.                                Definitions.


 


(a)           As used
in this Supplemental Indenture, terms defined in the Indenture or in the
preamble or recital hereto are used herein as therein defined. 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.


 


(b)           The
definitions of all terms defined in Section 1.01, and the references to
other definitions set forth in Section 1.02, of the Indenture that appear
only in Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11,
4.14. 4.16, 4.17, 5.01(b), 5.01(c), 5.01(d), 6.01(d), 6.01(e), 6.01(f), or 6.01(g) of
the Indenture are hereby deleted from Section 1.01 or Section 1.02,
as the case may be.


 


SECTION 2.                                Amendment of Section 3.03 of the
Indenture.


 


(a)           The
first paragraph of Section 3.03 of the Indenture, entitled “Notice of Redemption”,
is hereby amended and restated to read in its entirety as follows:


 


“Section 3.03.
 Notice of Redemption. At least three (3) days but not more than
sixty (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.”


 


SECTION 3.                                Elimination of Certain Provisions of Article 4
of the Indenture.


 


(a)           Section 4.03
of the Indenture, entitled “Payment of Taxes and Other Claims”, is hereby
deleted in its entirety, together with any references thereto in the Indenture
or the Securities.


 


2

















 


(b)           Section 4.04
of the Indenture, entitled “Maintenance of Properties”, is hereby deleted in
its entirety, together with any references thereto in the Indenture or the
Securities.


 


(c)           Section 4.05
of the Indenture, entitled “Limitation on Consolidated Indebtedness”, is hereby
deleted in its entirety, together with any references thereto in the Indenture
or the Securities.


 


(d)           Section 4.06
of the Indenture, entitled “Limitation on Restricted Payments”, is hereby
deleted in its entirety, together with any references thereto in the Indenture
or the Securities.


 


(e)           Section 4.07
of the Indenture, entitled “Limitation on Transactions with Affiliates”, is
hereby deleted in its entirety, together with any references thereto in the
Indenture or the Securities.


 


(f)            Section 4.08
of the Indenture, entitled “Future Guarantors”, is hereby deleted in its
entirety, together with any references thereto in the Indenture or the
Securities.


 


(g)           Section 4.09
of the Indenture, entitled “Limitation on Liens”, is hereby deleted in its
entirety, together with any references thereto in the Indenture or the
Securities.


 


(h)           Section 4.10
of the Indenture, entitled “Change of Control”, is hereby deleted in its
entirety, together with any references thereto in the Indenture or the
Securities.


 


(i)            Section 4.11
of the Indenture, entitled “Provision of Financial Information”, is hereby
deleted in its entirety, together with any references thereto in the Indenture
or the Securities.


 


(j)            Section 4.14
of the Indenture, entitled “Activities of the Company”, is hereby deleted in
its entirety, together with any references thereto in the Indenture or the
Securities.


 


(k)           Section 4.16
of the Indenture, entitled “Limitation on Ability of Company to Release Funds
from Escrow”, is hereby deleted in its entirety, together with any references
thereto in the Indenture or the Securities.


 


(l)            Section 4.17
of the Indenture, entitled “Payment for Consent”, is hereby deleted in its
entirety, together with any references thereto in the Indenture or the
Securities.


 


SECTION 4.                                Elimination of Certain Provisions of Article 5
of the Indenture.


 


(a)           Clause (b) of
Section 5.01 of the Indenture is hereby deleted in its entirety, together
with any references thereto in the Indenture or the Securities.


 


(b)           Clause (c) of
Section 5.01 of the Indenture is hereby deleted in its entirety, together
with any references thereto in the Indenture or the Securities.


 


3

















 


(c)           Clause (d) of
Section 5.01 of the Indenture is hereby deleted in its entirety, together
with any references thereto in the Indenture or the Securities.


 


SECTION 5.                                Elimination of Certain Provisions of Article 6
of the Indenture.


 


(a)           Clause (d) of
Section 6.01 of the Indenture is hereby deleted in its entirety, together
with any references thereto in the Indenture or the Securities.


 


(b)           Clause (e) of
Section 6.01 of the Indenture is hereby deleted in its entirety, together
with any references thereto in the Indenture or the Securities.


 


(c)           Clause (f) of
Section 6.01 of the Indenture is hereby deleted in its entirety, together
with any references thereto in the Indenture or the Securities.


 


(d)           Clause (g) of
Section 6.01 of the Indenture is hereby deleted in its entirety, together
with any references thereto in the Indenture or the Securities.


 


SECTION 6.                                Effectiveness of the Supplemental
Indenture.


 


(a)           This
Supplemental Indenture, and the Amendments, will come into full force and
effect automatically (without any further act by any Person) upon written
notice to the Trustee by the Company that it has accepted for purchase, and
paid for, all Securities validly tendered (and not withdrawn) prior to the
expiration date of the Company’s offer to purchase and related solicitation of
consents pursuant to the Statement and the related Letter of Transmittal and
Consent. The Company hereby certifies that the conditions described in this Section 6
have been satisfied as of the date hereof.


 


SECTION 7.                                Miscellaneous.


 


(a)           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.


 


(b)           This
Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York.


 


(c)           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.


 


(d)           The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which are made solely by the Company
and the Guarantors.


 


4

















 


(e)           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.


 


(f)            The
headings of the Articles and the Sections in this Supplemental Indenture are
for convenience of reference only and shall not be deemed to alter or affect
the meaning or interpretation of any provisions hereof.


 


5

















 


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


 


	
   

  	
  AMC ENTERTAINMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President
  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL
  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herawattee Alli

  
	
   

  	
  Name: Herawattee Alli

  
	
   

  	
  Title:
  Vice President

  



 


Signature Page to 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
  CINEPLEX U.S. CALLCO, LLC

  
	
   

  	
  LOEWS
  CITYWALK THEATRE CORPORATION

  
	
   

  	
  LOEWS
  THEATRE MANAGEMENT CORP.

  
	
   

  	
  PREMIUM
  THEATER OF FRAMINGHAM, INC.,

  
	
   

  	
  as
  Guarantors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President
  and Chief Financial Officer

  



 


Signature Page to Supplemental Indenture