Exhibit 4.1


 


EXECUTION
COPY


 


AMC ENTERTAINMENT
INC.


 


AND



U.S. BANK NATIONAL ASSOCIATION



AS TRUSTEE





8.75% SENIOR NOTES DUE 2019





INDENTURE





DATED AS OF JUNE 9, 2009


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  	
  Definitions and
  Incorporation by Reference

  	
   

  	
  1

  
	
  Section 1.01.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.02.

  	
   

  	
  Other
  Definitions

  	
   

  	
  22

  
	
  Section 1.03.

  	
   

  	
  Incorporation
  by Reference of Trust Indenture Act

  	
   

  	
  22

  
	
  Section 1.04.

  	
   

  	
  Rules of
  Construction

  	
   

  	
  23

  
	
  ARTICLE II

  	
   

  	
  The Securities

  	
   

  	
  23

  
	
  Section 2.01.

  	
   

  	
  Amount
  of Securities; Issuable in Series

  	
   

  	
  23

  
	
  Section 2.02.

  	
   

  	
  Form and
  Dating

  	
   

  	
  24

  
	
  Section 2.03.

  	
   

  	
  Execution
  and Authentication

  	
   

  	
  25

  
	
  Section 2.04.

  	
   

  	
  Registrar
  and Paying Agent

  	
   

  	
  25

  
	
  Section 2.05.

  	
   

  	
  Paying
  Agent To Hold Money in Trust

  	
   

  	
  26

  
	
  Section 2.06.

  	
   

  	
  Holder
  Lists

  	
   

  	
  26

  
	
  Section 2.07.

  	
   

  	
  Replacement
  Securities

  	
   

  	
  26

  
	
  Section 2.08.

  	
   

  	
  Outstanding
  Securities

  	
   

  	
  26

  
	
  Section 2.09.

  	
   

  	
  Temporary
  Securities

  	
   

  	
  27

  
	
  Section 2.10.

  	
   

  	
  Cancellation

  	
   

  	
  27

  
	
  Section 2.11.

  	
   

  	
  Defaulted
  Interest

  	
   

  	
  28

  
	
  Section 2.12.

  	
   

  	
  CUSIPs
  Numbers, Common Codes or ISINs

  	
   

  	
  28

  
	
  Section 2.13.

  	
   

  	
  Computation
  of Interest

  	
   

  	
  29

  
	
  ARTICLE III

  	
   

  	
  Redemption

  	
   

  	
  29

  
	
  Section 3.01.

  	
   

  	
  Notices
  to Trustee

  	
   

  	
  29

  
	
  Section 3.02.

  	
   

  	
  Selection
  of Securities To Be Redeemed

  	
   

  	
  29

  
	
  Section 3.03.

  	
   

  	
  Notice
  of Redemption

  	
   

  	
  29

  
	
  Section 3.04.

  	
   

  	
  Effect
  of Notice of Redemption

  	
   

  	
  30

  
	
  Section 3.05.

  	
   

  	
  Deposit
  of Redemption Price

  	
   

  	
  30

  
	
  Section 3.06.

  	
   

  	
  Securities
  Redeemed in Part

  	
   

  	
  30

  
	
  ARTICLE IV

  	
   

  	
  Covenants

  	
   

  	
  31

  
	
  Section 4.01.

  	
   

  	
  Payment
  of Securities

  	
   

  	
  31

  
	
  Section 4.02.

  	
   

  	
  Corporate
  Existence

  	
   

  	
  31

  
	
  Section 4.03.

  	
   

  	
  Payment
  of Taxes and Other Claims

  	
   

  	
  31

  
	
  Section 4.04.

  	
   

  	
  Maintenance
  of Properties

  	
   

  	
  32

  



 


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(continued)


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.05.

  	
   

  	
  Limitation
  on Consolidated Indebtedness

  	
   

  	
  32

  
	
  Section 4.06.

  	
   

  	
  Limitation
  on Restricted Payments

  	
   

  	
  32

  
	
  Section 4.07.

  	
   

  	
  Limitation
  on Transactions with Affiliates

  	
   

  	
  35

  
	
  Section 4.08.

  	
   

  	
  Limitation
  on Liens

  	
   

  	
  36

  
	
  Section 4.09.

  	
   

  	
  Future
  Guarantors

  	
   

  	
  36

  
	
  Section 4.10.

  	
   

  	
  Change
  of Control

  	
   

  	
  36

  
	
  Section 4.11.

  	
   

  	
  Provision
  of Financial Information

  	
   

  	
  37

  
	
  Section 4.12.

  	
   

  	
  Statement
  as to Compliance

  	
   

  	
  37

  
	
  Section 4.13.

  	
   

  	
  Waiver
  of Certain Covenants

  	
   

  	
  38

  
	
  Section 4.14.

  	
   

  	
  Further
  Instruments and Acts

  	
   

  	
  38

  
	
  Section 4.15.

  	
   

  	
  Payment
  for Consent

  	
   

  	
  38

  
	
  ARTICLE V

  	
   

  	
  Successor Company

  	
   

  	
  38

  
	
  Section 5.01.

  	
   

  	
  Consolidation

  	
   

  	
  38

  
	
  Section 5.02.

  	
   

  	
  Successor
  Substituted

  	
   

  	
  39

  
	
  ARTICLE VI

  	
   

  	
  Defaults and Remedies

  	
   

  	
  39

  
	
  Section 6.01.

  	
   

  	
  Events
  of Default

  	
   

  	
  39

  
	
  Section 6.02.

  	
   

  	
  Acceleration;
  Rescission and Annulment

  	
   

  	
  41

  
	
  Section 6.03.

  	
   

  	
  Other
  Remedies

  	
   

  	
  43

  
	
  Section 6.04.

  	
   

  	
  Waiver
  of Past Defaults

  	
   

  	
  43

  
	
  Section 6.05.

  	
   

  	
  Control
  by Majority

  	
   

  	
  43

  
	
  Section 6.06.

  	
   

  	
  Limitation
  on Suits

  	
   

  	
  43

  
	
  Section 6.07.

  	
   

  	
  Rights
  of Holders to Receive Payment

  	
   

  	
  44

  
	
  Section 6.08.

  	
   

  	
  Collection
  Suit by Trustee

  	
   

  	
  44

  
	
  Section 6.09.

  	
   

  	
  Trustee
  May File Proofs of Claim

  	
   

  	
  44

  
	
  Section 6.10.

  	
   

  	
  Priorities

  	
   

  	
  44

  
	
  Section 6.11.

  	
   

  	
  Undertaking
  for Costs

  	
   

  	
  45

  
	
  Section 6.12.

  	
   

  	
  Waiver
  of Stay or Extension Laws

  	
   

  	
  45

  
	
  ARTICLE VII

  	
   

  	
  Trustee

  	
   

  	
  45

  
	
  Section 7.01.

  	
   

  	
  Duties
  of Trustee

  	
   

  	
  45

  
	
  Section 7.02.

  	
   

  	
  Rights
  of Trustee

  	
   

  	
  46

  



 


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  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.03.

  	
   

  	
  Individual
  Rights of Trustee

  	
   

  	
  47

  
	
  Section 7.04.

  	
   

  	
  Trustee’s
  Disclaimer

  	
   

  	
  47

  
	
  Section 7.05.

  	
   

  	
  Notice
  of Defaults

  	
   

  	
  47

  
	
  Section 7.06.

  	
   

  	
  Reports
  by Trustee to Holders

  	
   

  	
  47

  
	
  Section 7.07.

  	
   

  	
  Compensation
  and Indemnity

  	
   

  	
  47

  
	
  Section 7.08.

  	
   

  	
  Replacement
  of Trustee

  	
   

  	
  48

  
	
  Section 7.09.

  	
   

  	
  Successor
  Trustee by Merger

  	
   

  	
  49

  
	
  Section 7.10.

  	
   

  	
  Eligibility;
  Disqualification

  	
   

  	
  49

  
	
  Section 7.11.

  	
   

  	
  Preferential
  Collection of Claims Against Company

  	
   

  	
  50

  
	
  ARTICLE VIII

  	
   

  	
  Discharge of Indenture;
  Defeasance

  	
   

  	
  50

  
	
  Section 8.01.

  	
   

  	
  Discharge
  of Liability on Securities; Defeasance

  	
   

  	
  50

  
	
  Section 8.02.

  	
   

  	
  Conditions
  to Defeasance

  	
   

  	
  51

  
	
  Section 8.03.

  	
   

  	
  Application
  of Trust Money

  	
   

  	
  52

  
	
  Section 8.04.

  	
   

  	
  Repayment
  to Company

  	
   

  	
  52

  
	
  Section 8.05.

  	
   

  	
  Indemnity
  for Government Obligations

  	
   

  	
  53

  
	
  Section 8.06.

  	
   

  	
  Reinstatement

  	
   

  	
  53

  
	
  ARTICLE IX

  	
   

  	
  Amendments

  	
   

  	
  53

  
	
  Section 9.01.

  	
   

  	
  Without
  Consent of Holders

  	
   

  	
  53

  
	
  Section 9.02.

  	
   

  	
  With
  Consent of Holders

  	
   

  	
  54

  
	
  Section 9.03.

  	
   

  	
  Compliance
  with Trust Indenture Act

  	
   

  	
  54

  
	
  Section 9.04.

  	
   

  	
  Revocation
  and Effect of Consents and Waivers

  	
   

  	
  55

  
	
  Section 9.05.

  	
   

  	
  Notation
  on or Exchange of Securities

  	
   

  	
  55

  
	
  Section 9.06.

  	
   

  	
  Trustee
  To Sign Amendments

  	
   

  	
  55

  
	
  ARTICLE X

  	
   

  	
  Guarantee

  	
   

  	
  56

  
	
  Section 10.01.

  	
   

  	
  Subsidiary
  Guarantee

  	
   

  	
  56

  
	
  Section 10.02.

  	
   

  	
  Execution
  and Delivery of Subsidiary Guarantee for Future Guarantors

  	
   

  	
  57

  
	
  Section 10.03.

  	
   

  	
  Limitation
  on Liability; Termination, Release and Discharge

  	
   

  	
  58

  
	
  Section 10.04.

  	
   

  	
  Right
  of Contribution

  	
   

  	
  59

  
	
  Section 10.05.

  	
   

  	
  No
  Subrogation

  	
   

  	
  59

  
	
  ARTICLE XI

  	
   

  	
  Miscellaneous

  	
   

  	
  60

  



 


iii

















 


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(continued)


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
   

  	
  Trust
  Indenture Act Controls

  	
   

  	
  60

  
	
  Section 11.02.

  	
   

  	
  Notices

  	
   

  	
  60

  
	
  Section 11.03.

  	
   

  	
  Communication
  by Holders with Other Holders

  	
   

  	
  60

  
	
  Section 11.04.

  	
   

  	
  Certificate
  and Opinion as to Conditions

  	
   

  	
  61

  
	
  Section 11.05.

  	
   

  	
  Statements
  Required in Certificate or Opinions

  	
   

  	
  61

  
	
  Section 11.06.

  	
   

  	
  When
  Securities Disregarded

  	
   

  	
  62

  
	
  Section 11.07.

  	
   

  	
  Rules by
  Trustee, Paying Agent and Registrar

  	
   

  	
  62

  
	
  Section 11.08.

  	
   

  	
  Legal
  Holidays

  	
   

  	
  62

  
	
  Section 11.09.

  	
   

  	
  Governing
  Law

  	
   

  	
  62

  
	
  Section 11.10.

  	
   

  	
  No
  Recourse Against Others

  	
   

  	
  62

  
	
  Section 11.11.

  	
   

  	
  Successors

  	
   

  	
  62

  
	
  Section 11.12.

  	
   

  	
  Separability
  Clause

  	
   

  	
  62

  
	
  Section 11.13.

  	
   

  	
  Reliance
  on Financial Data

  	
   

  	
  62

  
	
  Section 11.14.

  	
   

  	
  Multiple
  Originals

  	
   

  	
  63

  
	
  Section 11.15.

  	
   

  	
  Table of Contents; Headings

  	
   

  	
  63

  



 


	
  Annex 4.07

  	
  Agreements Regarding
  Related Party Transactions

  
	
  Exhibit A

  	
  Provisions Relating to
  Initial Securities and Exchange Securities

  
	
  Appendix I to
  Exhibit A

  	
  Form of Initial
  Security

  
	
  Exhibit B

  	
  Form of
  Certificate to Be Delivered in Connection with Transfers Pursuant to
  Regulation S

  
	
  Exhibit C

  	
  Form of
  Supplemental Indenture to Add Guarantors

  
	
  Exhibit D

  	
  Form of Subsidiary
  Guarantee

  



 


iv

















 


INDENTURE
dated as of June 9, 2009, among AMC ENTERTAINMENT INC., a Delaware corporation (the “Company”),
the Guarantors party hereto from time to time and U.S. Bank National
Association, as Trustee (the “Trustee”).


 


For
and in consideration of the premises and the purchase of the Securities by the
Holders thereof, each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of (i) the
Company’s 8.75% Senior Notes due 2019, issued on the date hereof and the
guarantees thereof by certain of the Company’s subsidiaries (the “Initial
Securities”), (ii) if and when issued, an unlimited principal amount
of additional 8.75% Senior Notes due 2019 that may be offered from time to time
in one or more series subsequent to the Issue Date as provided for in this
Indenture and the guarantees thereof by certain of the Company’s subsidiaries
(the “Additional Securities”) and (iii) if and when issued, the
Company’s 8.75% Senior Notes due 2019 and the guarantees thereof by certain of
the Company’s subsidiaries, that may be issued from time to time in exchange
for Initial Securities or for Additional Securities each in offers registered
under the Securities Act as provided in a Registration Rights Agreement (as
hereinafter defined) (the “Exchange Securities”) or if and when issued
pursuant to a private exchange of Initial Securities or Additional Securities
(the “Private Exchange Securities”, and together with the Exchange
Securities, the Initial Securities and Additional Securities, the “Securities”):


 


ARTICLE I


 


Definitions and Incorporation by Reference


 


Section 1.01.                Definitions.


 


“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, 10% 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 Apollo Management V, L.P., a Delaware limited
partnership.


 

















 


“Apollo Group” means: (i) Apollo; (ii) the Apollo
Holders; and (iii) any Affiliate of Apollo (including the Apollo Holders).


 


“Apollo Holders” means (i) Apollo Investment
Fund V, L.P. (“AIF V”), Apollo Overseas Partners V, L.P. (“AOP V”),
Apollo Netherlands Partners V (A), L.P. (“Apollo
Netherlands A”), Apollo Netherlands Partners V (B), L.P. (“Apollo
Netherlands B”), and Apollo German Partners V GmbH & Co KG (“Apollo
German Partners”) and any other partnership or entity affiliated with and
managed by Apollo or its Affiliates to which AIF V, AOP V, Apollo
Netherlands A, Apollo Netherlands B or Apollo German Partners assigns
any of their respective interests in the Company.


 


“Bain Capital
Group” means
(i) Bain Capital Holdings (Loews) I, L.P., (ii) Bain
Capital AIV (Loews) II, L.P. and (iii) any Affiliates of Bain
Capital Holdings (Loews) I, L.P. and Bain Capital AIV
(Loews) II, L.P.


 


“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 this 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, or, if no Security is
outstanding, the city in which the principal corporate trust office of the
Trustee is located, are authorized or required to be closed.


 


“Capital Lease Obligations” of any Person means any
obligations of such Person and its Subsidiaries on a consolidated basis under
any capital lease or financing lease of 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 stock), warrants or options to acquire such
capital stock, whether now outstanding or issued after the date of this
Indenture.


 


“Carlyle Group”
means (i) TC
Group, L.L.C., (ii) Carlyle Partners III Loews, L.P., (iii) CP II
Coinvestment, L.P. and (iv) any Affiliates of TC Group, L.L.C.,
Carlyle Partners III Loews, L.P. and CP II
Coinvestment, L.P.


 


2
















 


“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 $500.0 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 this Indenture, any of the following events: (i) any “person” or “group”
as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act other than one or more Permitted Holders is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except
that such person or group shall be deemed to have “beneficial ownership” of all
shares that any such person or group has the right to acquire, whether such
right is exercisable immediately or only after the passage of time), directly
or indirectly, by way of merger, consolidation or other business combination or
purchase of 50% or more of the total voting power of the Voting Stock of the
Company; (ii) the adoption of a plan relating to the liquidation or
dissolution of the Company; (iii) the sale, lease, transfer or other
conveyance, in one or a series of related transactions, of all or substantially
all of the assets of the Company and its Subsidiaries, taken as a whole, to any
Person other than one or more Permitted Holders or; (iv) a change of
control under any of the indentures relating to the Existing Notes.


 


“Co-Investors” means Weston Presidio
Capital IV, L.P., WPC Entrepreneur Fund II, L.P., SSB
Capital Partners (Master Fund) I, L.P., Caisse de Depot et Placement
du Quebec, Co-Investment Partners, L.P., CSFB Strategic Partners Holdings II, L.P.,
CSFB Strategic Partners Parallel Holdings II, L.P., CSFB Credit
Opportunities Fund (Employee), L.P., CSFB Credit Opportunities Fund
(Helios), L.P., Credit Suisse Anlagestiftung, Pearl Holding Limited,
Partners Group Private Equity Performance Holding Limited, Vega Invest (Guernsey)
Limited, Alpinvest Partners CS Investments 2003 C.V., Alpinvest Partners Later
Stage Co-Investments Custodian II B.V., Alpinvest Partners Later
Stage Co-Investments Custodian IIA B.V. and Screen Investors
2004, LLC and their respective Affiliates.


 


“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 Sections
310 through 317 of the TIA as they are applicable to the Company, the term “Company”
shall include any other obligor with respect to the Securities for the purposes
of complying with such provisions.


 


3

















 


“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 non-recurring 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;


 


(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; and


 


(vi)          any fees, expenses, charges or premiums
relating to any issuance of Capital Stock or issuance, repayment, refinancing,
amendment or modification of Indebtedness (in each case, whether or not
successful), including, without limitation any fees, expenses or charges
related to the offering of the Securities;


 


provided, however,
that corporate overhead expenses payable by Holdings described in Section 4.06(b)(vi)(B),
the funds of which are provided by the Company and/or its Subsidiaries shall be
deducted in calculating the Consolidated EBITDA of the Company.


 


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


 


4

















 


(iii)          All preopening expense and theatre
closure expense which reduced (increased) Consolidated Net Income (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:


 


(i)            if the Company or any Subsidiary:


 


(a)           has Incurred any Indebtedness since the
beginning of such period that remains outstanding on such date of determination
or if the transaction giving rise to the need to calculate the Consolidated
EBITDA Ratio is an Incurrence of Indebtedness, Indebtedness at the end of such
period, Consolidated EBITDA and Consolidated Interest Expense for such period
will be calculated after giving effect on a pro forma basis to such
Indebtedness as if such Indebtedness had been Incurred on the first day of such
period (except that in making such computation, the amount of Indebtedness
under any revolving credit facility outstanding on the date of such calculation
will be deemed to be:


 


(1)           the average daily balance of such
Indebtedness during such four fiscal quarters or such shorter period for which
such facility was outstanding; or


 


(2)           if such facility was created after the
end of such four fiscal quarters, the average daily balance of such Indebtedness
during the period from the date of creation of such facility to the date of
such calculation); and


 


the discharge of any other Indebtedness repaid,
repurchased, defeased or otherwise discharged with the proceeds of such new
Indebtedness as if such discharge had occurred on the first day of such period;
or


 


(b)           has repaid, repurchased, defeased or
otherwise discharged any Indebtedness since the beginning of the period that is
no longer outstanding on such date of determination or if the transaction giving
rise to the need to calculate the Consolidated EBITDA Ratio involves a
discharge of Indebtedness (in each case other than Indebtedness Incurred under
any revolving credit facility unless such Indebtedness has been permanently
repaid and the related commitment terminated), Indebtedness, Consolidated
EBITDA and Consolidated Interest Expense for such period will be calculated
after giving effect on a pro forma basis to such discharge of such
Indebtedness, including with the proceeds of such new Indebtedness, as if such
discharge had occurred on the first day of such period.


 


(ii)           the Consolidated Interest Expense attributable to
interest on any Indebtedness computed on a pro forma basis and bearing a
floating interest rate shall be 


 


5

















 


computed as if the rate
in effect on the date of computation had been the applicable rate for the
entire period; and


 


(iii)          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: (i) 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: (1) amortization of debt discount; (2) the net
cost under Interest Rate Protection Agreements (including amortization of
discounts); (3) the interest portion of any deferred payment obligation;
and (4) 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 (ii) 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 60 Livingston Avenue, St. Paul, MN 55107-1419, Attention: Raymond S.
Haverstock.


 


“Credit Agreement” means that certain Credit Agreement, dated
January 26, 2006, among the Company, as Borrower, the lenders and issuers
party thereto, Citicorp North America, Inc., as Administrative Agent,
JPMorgan Chase Bank, N.A., as Syndication Agent, and Credit Suisse Securities
(USA) LLC, Bank of America, N.A. and General Electric Capital Corporation, as
Co-Documentation Agents, and any related notes, collateral documents, letters
of credit, guarantees and other documents, and any appendices, exhibits or
schedules to any of the foregoing, as any or all of such agreements may be
amended, restated, modified or supplemented from time to time, together with
any extensions, revisions, increases, refinancings, renewals, refundings,
restructurings or replacements thereof.


 


“Credit Facilities” means one or more (i) debt
facilities or commercial paper facilities, providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to lenders or to special purpose entities formed to borrow from
lenders against such receivables) or letters of credit, including, without limitation,
the Credit Agreement, (ii) debt securities, indentures or other forms of
debt financing (including convertible 


 


6

















 


or exchangeable debt instruments or bank guarantees or
bankers’ acceptances), or (iii) instruments or agreements evidencing any
other Indebtedness, in each case, with the same or different borrowers or
issuers and, in each case, as amended, supplemented, modified, extended,
restructured, renewed, refinanced, restated, replaced or refunded in whole or
in part from time to time.


 


“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.


 


“DTC” means The Depository Trust Company, a New York
corporation, and its successors.


 


“Equity Offering” means a public or private sale for cash by
the Company or of a direct or indirect parent of the Company (the proceeds of
which have been contributed to the Company) of common stock or preferred stock
(other than Redeemable Capital Stock), or options, warrants or rights with
respect to such Person’s common stock or preferred stock (other than Redeemable
Capital Stock), other than public offerings with respect to such Person’s
common stock, preferred stock (other than Redeemable Capital Stock), or
options, warrants or rights, registered on Form S-4 or S-8.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended.


 


“Existing Notes” means the Existing AMCE Senior Notes and the
Existing AMCE Senior Subordinated Notes.


 


“Existing AMCE Senior Notes” means the
Company’s 85/8%
Senior Notes due 2012.


 


“Existing AMCE Senior Subordinated Notes”
means the Company’s 8% Senior Subordinated Notes due 2014 and 11% Senior
Subordinated Notes due 2016.


 


“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.


 


“Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles in the
United States as in effect on the Issue Date, consistently applied.


 


“Government Securities” means direct obligations (or
certificates representing an ownership interest in such obligations) of, or
obligations guaranteed by, the United States of America (including any agency
or instrumentality thereof) for the payment of which the full faith 


 


7

















 


and credit of the United States of America is pledged
and which are not callable or redeemable at the issuer’s option.


 


“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.


 


“Guarantor” means each Subsidiary of the Company that
provides a Subsidiary Guarantee on the Issue Date and any other Subsidiary of
the Company that provides a Subsidiary Guarantee in accordance with this
Indenture; provided that upon the release or
discharge of such Subsidiary from its Subsidiary Guarantee in accordance with
this Indenture, such Subsidiary shall cease to be a Guarantor.


 


“Guarantor Subordinated Obligation” means, with respect to a
Guarantor, any Indebtedness of such Guarantor (whether outstanding on the Issue
Date or thereafter Incurred) which is expressly subordinate in right of payment
to the obligations of such Guarantor under its Subsidiary Guarantee pursuant to
a written agreement.


 


“Hedging Obligation” of any Person means any Currency Hedging
Obligation 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 and any obligations of such Person pursuant to any
Permitted Interest Rate Protection Agreement.


 


“Holder” 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.


 


“Holdings” means Marquee Holdings Inc., the direct parent
company of the Company.


 


“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 


 


8

















 


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


 


9

















 


“Issue Date” means June 9, 2009.


 


“J.P. Morgan Partners Group” means (i) J.P. Morgan
Partners, LLC and (ii) any Affiliates of J.P. Morgan Partners, LLC.


 


“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 this 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.


 


“Net Cash Proceeds,” with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees,
listing fees, discounts or commissions and brokerage, consultant and other fees
and charges actually Incurred in connection with such issuance or sale and net
of taxes paid or payable as a result of such issuance or sale (after taking
into account any available tax credit or deductions and any tax sharing
arrangements).


 


“Net Senior Indebtedness” of any Person
means, as of any date of determination (a) the aggregate amount of Senior
Indebtedness of the Company and its Subsidiaries as of such date less (b) cash
and Cash Equivalents of the Company and its Subsidiaries, in each case
determined on a consolidated basis in accordance with GAAP.


 


“Net Senior Secured Indebtedness” of any
Person means, as of any date of determination, (a) the aggregate amount of
Senior Indebtedness secured by a Lien (other than up to $125.0 million of
Capital Lease Obligations) of the Company and its Subsidiaries as of such date
less (b) cash and Cash Equivalents of the Company and its Subsidiaries, in
each case determined on a consolidated basis in accordance with GAAP.


 


“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.


 


10

















 


“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.


 


“Officers’ Certificate” means a certificate signed by two
Officers.  Each such certificate shall
include the statements provided for in TIA 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.


 


“Permitted Holder” means: (i) any member of the Apollo
Group; (ii) any member of the J.P. Morgan Partners Group; (iii) any
member of the Bain Capital Group; (iv) any member of the Carlyle Group; (v) any
member of the Spectrum Group; (vi) any “Co-Investor;” provided that
to the extent any Co-Investor acquires securities of the Company in excess of
the amount of such securities held by such Co-Investor on the Issue Date, such
excess securities shall not be deemed to be held by a Permitted Holder; and (vii) 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 (vii),
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 in respect of the Initial
Securities and the Indebtedness of the Guarantors in respect of the Subsidiary
Guarantees, in each case issued on the Issue Date, upon an exchange of such
Initial Securities for Exchange Securities or Private Exchange Securities, or
upon an exchange of such Subsidiary Guarantees for exchange Subsidiary
Guarantees issued in any registered exchange offer;


 


(ii)           Indebtedness of the Company or any Guarantor under
Credit Facilities together with the Guarantees thereunder and the issuance and
creation of letters of credit and bankers’ acceptances thereunder (with letters
of credit and bankers’ acceptances being deemed to have a principal amount
equal to the face amount thereof) in an aggregate principal amount at any one
time outstanding not to exceed $1,150.0 million;


 


11

















 


(iii)          Indebtedness of the Company or any Guarantor under the
Existing Notes and the Guarantees thereof;


 


(iv)          Indebtedness of the Company or any of its Subsidiaries
outstanding on the Issue Date (other than the Existing Notes or Indebtedness
outstanding under the Credit Agreement);


 


(v)           Indebtedness of the Company or any of its Subsidiaries
consisting of Permitted Interest Rate Protection Agreements;


 


(vi)          Indebtedness of the Company or any of its Subsidiaries
to any one or the other of them;


 


(vii)         Indebtedness Incurred to renew, extend, refinance or
refund (each, a “refinancing”) the Securities, the Existing Notes or any other
Indebtedness outstanding on the Issue 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;


 


(viii)        Indebtedness of any Subsidiary Incurred in connection
with the Guarantee of any Indebtedness of the Company or the Guarantors in
accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being
Guaranteed is a Subordinated Obligation or Guarantor Subordinated Obligation,
then the related Guarantee shall be subordinated in right of payment to the
Subsidiary Guarantee;


 


(ix)           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;


 


(x)            Capital Lease Obligations of the Company or any of its
Subsidiaries;


 


(xi)           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;


 


(xii)          Indebtedness represented by property, liability and
workers’ compensation insurance (which may be in the form of letters of
credit);


 


(xiii)         Acquired Indebtedness; provided that
such Indebtedness, if incurred by the Company, would be in compliance with Section 4.05;


 


(xiv)        Indebtedness of the Company or any of its Subsidiaries
to an Unrestricted Subsidiary for money borrowed; provided that
such Indebtedness is subordinated in right


 


12
















 


of payment to the
Securities and the Weighted Average Life of such Indebtedness is greater than
the Weighted Average Life of the Securities;


 


(xv)                            Construction Indebtedness in an aggregate
principal amount that does not exceed $100.0 million at any time outstanding;
and


 


(xvi)                         Indebtedness of the Company or a
Subsidiary Guarantor not otherwise permitted to be Incurred pursuant to clauses
(i) through (xv) above which, together with any other Indebtedness
pursuant to this clause (xvi), has an aggregate principal amount that does not
exceed $350.0 million at any time outstanding.


 


“Permitted Interest Rate Protection Agreements” means, with
respect to any Person, Interest Rate Protection Agreements entered into in 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.


 


“Permitted Liens” means, with respect to
any Person:


 


(i)                                     Liens on the property and assets of the
Company and the Guarantors securing Indebtedness and Guarantees permitted to be
Incurred under the Indenture (other than Subordinated Obligations and Guarantor
Subordinated Obligations) in an aggregate principal amount not to exceed the
greater of (a) the maximum principal amount of Indebtedness that, as of
the date such Indebtedness was Incurred, and after giving effect to the
Incurrence of such Indebtedness and the application of proceeds therefrom on
such date, would not cause the Senior Secured Leverage Ratio of the Company to
exceed 2.75 to 1.00 and (b) the aggregate principal amount of Indebtedness
permitted to be Incurred pursuant to clause (2) of the definition of
Permitted Indebtedness; provided that in each case the Company may elect
pursuant to an Officer’s Certificate delivered to the Trustee to treat all or
any portion of the commitment under any Indebtedness as being Incurred at such
time, in which case any subsequent Incurrence of Indebtedness under such
commitment shall not be deemed, for purposes of this clause (1), to be an
Incurrence at such subsequent time;


 


(ii)                                  pledges or deposits by such Person under
workmen’s compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts
(other than for the payment of Indebtedness) or leases to which such Person is
a party, or deposits to secure public or statutory obligations of such Person
or deposits of cash or United States government bonds to secure surety or
appeal bonds to which such Person is a party, or deposits as security for
contested taxes or import or customs duties or for the payment of rent, in each
case Incurred in the ordinary course of business;


 


(iii)                               Liens imposed by law, including carriers’,
warehousemen’s and mechanics’ Liens and other similar Liens, on the property of
the Company or any Subsidiary, in each case arising in the ordinary course of
business and securing payment of obligations that are not more than 60 days
past due, or are being contested in good 


 


13

















 


faith by
appropriate proceedings if a reserve or other appropriate provisions, if any,
as shall be required by GAAP shall have been made in respect thereof;


 


(iv)                              Liens for taxes, assessments or other
governmental charges not yet subject to penalties for non-payment or which are
being contested in good faith by appropriate proceedings provided appropriate
reserves required pursuant to GAAP have been made in respect thereof;


 


(v)                                 Liens in favor of issuers of surety or
performance bonds or letters of credit or bankers’ acceptances issued pursuant
to the request of and for the account of such Person in the ordinary course of
its business; provided, however,
that such letters of credit do not constitute Indebtedness;


 


(vi)                              encumbrances, ground leases, easements or
reservations of, or rights of others for, licenses, rights of way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or
zoning, building codes or other restrictions (including, without limitation,
minor defects or irregularities in title and similar encumbrances) as to the
use of real properties or liens incidental to the conduct of the business of
such Person or to the ownership of its properties which do not in the aggregate
materially adversely affect the value of said properties or materially impair
their use in the operation of the business of such Person;


 


(vii)                           Liens securing Hedging Obligations so
long as the related Indebtedness is, and is permitted to be under the
Indenture, secured by a Lien on the same property securing such Hedging
Obligation;


 


(viii)                        leases, licenses, subleases and
sublicenses of assets (including, without limitation, real property and
intellectual property rights) which do not materially interfere with the
ordinary conduct of the business of the Company or any of its Subsidiaries;


 


(ix)                                judgment Liens not giving rise to an
Event of Default so long as such Lien is adequately bonded and any appropriate
legal proceedings which may have been duly initiated for the review of such
judgment have not been finally terminated or the period within which such
proceedings may be initiated has not expired;


 


(x)                                   Liens for the purpose of securing the
payment of all or a part of the purchase price of, or Capital Lease
Obligations, purchase money obligations or other payments Incurred to finance
the acquisition, improvement or construction of, assets or property acquired or
constructed in the ordinary course of business provided that:


 


(a)                               the aggregate principal amount of
Indebtedness secured by such Liens does not exceed the cost of the assets or
property so acquired or constructed and such Indebtedness does not exceed $85.0
million in the aggregate at any one time outstanding and does not exceed the
cost of assets or property so acquired or constructed (provided, however, that
financing lease obligations reflected on a consolidated balance sheet pursuant
to EITF 97-10 or any subsequent pronouncement having similar effect shall not
be subject to this clause (x)(a)); and


 


14

















 


(b)                                 such Liens are created within 180 days of
construction or acquisition of such assets or property and do not encumber any
other assets or property of the Company or any Subsidiary other than such
assets or property and assets affixed or appurtenant thereto;


 


(xi)                                Liens arising solely by virtue of any
statutory or common law provisions relating to banker’s Liens, rights of
set-off or similar rights and remedies as to deposit accounts or other funds
maintained with a depositary institution;


 


(xii)                             Liens arising from Uniform Commercial
Code financing statement filings regarding operating leases entered into by the
Company and its Subsidiaries in the ordinary course of business;


 


(xiii)                          Liens existing on the Issue Date
(excluding Liens relating to obligations under the Credit Facilities and Liens
of the kind referred to in clause (x) above);


 


(xiv)                         Liens on property or shares of stock of a
Person at the time such Person becomes a Subsidiary; provided, however, that
such Liens are not created, Incurred or assumed in connection with, or in
contemplation of, such other Person becoming a Subsidiary; provided
further, however, that
any such Lien may not extend to any other property owned by the Company or any
Subsidiary;


 


(xv)                            Liens on property at the time the Company
or a Subsidiary acquired the property, including any acquisition by means of a
merger or consolidation with or into the Company or any Subsidiary; provided,
however, that such Liens are not created, Incurred or assumed in connection
with, or in contemplation of, such acquisition; provided further, however, that
such Liens may not extend to any other property owned by the Company or any
Subsidiary;


 


(xvi)                         Liens securing Indebtedness or other
obligations of a Subsidiary owing to the Company or another Subsidiary;


 


(xvii)                      Liens securing the Securities and the
Subsidiary Guarantees;


 


(xviii)                   Liens securing Indebtedness Incurred to
refinance Indebtedness that was previously so secured (other than Liens
Incurred pursuant to clauses (i), (xxi) or (xxii)), provided that any such Lien
is limited to all or part of the same property or assets (plus improvements,
accessions, proceeds or dividends or distributions in respect thereof) that
secured (or, under the written arrangements under which the original Lien
arose, could secure) the Indebtedness being refinanced;


 


(xix)                           any interest or title of a lessor under
any Capital Lease Obligation or operating lease;


 


(xx)                              Liens securing Construction Indebtedness
not to exceed $100.0 million;


 


(xxi)                           Liens securing letters of credit in an
amount not to exceed $25.0 million in the aggregate at any one time; and


 


15

















 


(xxii)                        other Liens securing Indebtedness in an
amount not to exceed $50.0 million in the aggregate at any one time.


 


“Permitted Senior Indebtedness” means the following:


 


(i)                                     Senior Indebtedness of the Company under
the Credit Facilities in an aggregate principal amount at any one time
outstanding not to exceed $1,150.0 million and any related Guarantees by the
Guarantors;


 


(ii)                                  Indebtedness of the Company or any of its
Subsidiaries consisting of Permitted Interest Rate Protection Agreements;


 


(iii)                               Indebtedness incurred to renew, extend,
refinance or refund (each, a “refinancing”)
any Senior Indebtedness outstanding on the Issue Date, including the Initial
Securities, 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;


 


(iv)                              Indebtedness of any Subsidiary incurred
in connection with the Guarantee of any Indebtedness of the Company or
Guarantors in accordance with the provisions of this Indenture;


 


(v)                                 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;


 


(vi)                              Capital Lease Obligations of the Company
or any of its Subsidiaries;


 


(vii)                           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;


 


(viii)                        Indebtedness represented by property,
liability and workers’ compensation insurance (which may be in the form of
letters of credit);


 


(ix)                                Construction Indebtedness in an aggregate
principal amount that does not exceed $100.0 million at any time outstanding;


 


(x)                                   Letters of credit in an amount not to
exceed $25.0 million in the aggregate at any one time; and


 


(xi)                                Indebtedness of the Company or a
Subsidiary Guarantor not otherwise permitted to be Incurred pursuant to clauses
(i) through (x) above which, together with 


 


16

















 


any other
Indebtedness Incurred pursuant to this clause (xi), has an aggregate principal
amount that does not exceed $350.0 million at any time outstanding.


 


“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” as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.


 


“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 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 holder thereof.


 


“Registration
Rights Agreement” means the registration rights agreement among the
Company, the Guarantors, Credit Suisse Securities (USA) LLC, Citigroup Global
Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc.
entered into on the Issue Date regarding the Initial Securities and any similar
registration rights agreements executed in connection with an offering of any
additional Securities.


 


“Restricted Payments” has the meaning set forth in Section 4.06.


 


“Restricted Payments Computation Period” means the period
(taken as one accounting period) from the beginning of the first fiscal quarter
commencing after April 2, 2009 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, whether outstanding on the Issue
Date or thereafter issued, created, Incurred or assumed, all amounts payable by
the Company and its Subsidiaries under or in respect of Indebtedness of the
Company and its Subsidiaries, including the Securities, and premiums and
accrued and unpaid interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company or
any of its 


 


17

















 


Subsidiaries at the rate specified in the
documentation with respect thereto whether or not a claim for post filing
interest is allowed in such proceeding) and fees relating to the Securities; provided, however, that
Senior Indebtedness will not include:


 


(i)                                     any obligation of the Company to any Subsidiary
or any obligation of a Subsidiary to the Company or another Subsidiary;


 


(ii)                                  any liability for Federal, state,
foreign, local or other taxes owed or owing by the Company or any of its
Subsidiaries;


 


(iii)                               any accounts payable or other liability
to trade creditors arising in the ordinary course of business (including
Guarantees thereof or instruments evidencing such liabilities);


 


(iv)                              any Indebtedness, Guarantee or obligation
of the Company or any of its Subsidiaries that is expressly subordinate or
junior in right of payment to any other Indebtedness, Guarantee or obligation
of the Company or any of its Subsidiaries, as the case may be, including,
without limitation, any Subordinated Obligations or Guarantor Subordinated
Obligations;


 


(v)                                 any Capital Stock; or


 


(vi)                              the Existing Notes.


 


“Senior Leverage Ratio,” as of any date of
determination, means the ratio of:


 


(i)                                     the sum of the aggregate outstanding Net
Senior Indebtedness of the Company and its Subsidiaries as of the date of
calculation less cash and Cash Equivalents of the Company and its Subsidiaries
as of the date of calculation, in each case on a consolidated basis in
accordance with GAAP to


 


(ii)                                  Consolidated EBITDA of the Company and
its Subsidiaries for the four full fiscal quarters for which internal financial
statements are available immediately preceding the date of such determination; provided, however, that
if the Company or any Subsidiary:


 


(a)                                  has Incurred any Indebtedness since the
beginning of such period that remains outstanding on such date of determination
or if the transaction giving rise to the need to calculate the Senior Leverage
Ratio is an Incurrence of Indebtedness, Indebtedness at the end of such period,
Consolidated EBITDA and Consolidated Interest Expense for such period will be
calculated after giving effect on a pro forma basis to such Indebtedness as if
such Indebtedness had been Incurred on the first day of such period (except
that in making such computation, the amount of Indebtedness under any revolving
credit facility outstanding on the date of such calculation will be deemed to
be:


 


18

















 


(i)                                     the average daily balance of such
Indebtedness during such four fiscal quarters or such shorter period for which
such facility was outstanding; or


 


(ii)                                  if such facility was created after the
end of such four fiscal quarters, the average daily balance of such
Indebtedness during the period from the date of creation of such facility to
the date of such calculation);


 


and the discharge of any
other Indebtedness repaid, repurchased, defeased or otherwise discharged with
the proceeds of such new Indebtedness as if such discharge had occurred on the
first day of such period; or


 


(b)                                 has repaid, repurchased, defeased or
otherwise discharged any Indebtedness since the beginning of the period that is
no longer outstanding on such date of determination or if the transaction
giving rise to the need to calculate the Senior Leverage Ratio involves a
discharge of Indebtedness (in each case other than Indebtedness Incurred under
any revolving credit facility unless such Indebtedness has been permanently
repaid and the related commitment terminated), Indebtedness, Consolidated
EBITDA and Consolidated Interest Expense for such period will be calculated
after giving effect on a pro forma basis to such discharge of such
Indebtedness, including with the proceeds of such new Indebtedness, as if such
discharge had occurred on the first day of such period.


 


“Senior Secured
Leverage Ratio” of any Person means, for any period, the ratio of (a) Net
Senior Secured Indebtedness of such Person and its Subsidiaries as of the date
of determination to (b) Consolidated EBITDA of such Person for the four
fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is
Incurred; provided, however, that
if the Company or any Subsidiary:


 


(i)                                     has Incurred any Indebtedness since the
beginning of such period that remains outstanding on such date of determination
or if the transaction giving rise to the need to calculate the Senior Secured
Leverage Ratio is an Incurrence of Indebtedness, Indebtedness at the end of
such period, Consolidated EBITDA and Consolidated Interest Expense for such
period will be calculated after giving effect on a pro forma basis to such
Indebtedness as if such Indebtedness had been Incurred on the first day of such
period (except that in making such computation, the amount of Indebtedness
under any revolving credit facility outstanding on the date of such calculation
will be deemed to be:


 


(a)                                  the average daily balance of such
Indebtedness during such four fiscal quarters or such shorter period for which
such facility was outstanding; or


 


(b)                                 if such facility was created after the
end of such four fiscal quarters, the average daily balance of such
Indebtedness during the period from the date of creation of such facility to
the date of such calculation);


 


and the discharge of any
other Indebtedness repaid, repurchased, defeased or otherwise discharged with
the proceeds of such new Indebtedness as if such discharge had occurred on the
first day of such period; or


 


19

















 


(ii)                                  has repaid, repurchased, defeased or
otherwise discharged any Indebtedness since the beginning of the period that is
no longer outstanding on such date of determination or if the transaction
giving rise to the need to calculate the Senior Secured Leverage Ratio involves
a discharge of Indebtedness (in each case other than Indebtedness Incurred
under any revolving credit facility unless such Indebtedness has been
permanently repaid and the related commitment terminated), Indebtedness,
Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated
after giving effect on a pro forma basis to such discharge of such
Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day
of such period.


 


“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 SEC.


 


“Special Interest” means the additional interest, if any, to
be paid on the Initial Securities or any Additional Securities pursuant to any
Registration Rights Agreement as described in Exhibit A.


 


“Spectrum Group”
means (i) Spectrum
Equity Investors IV, L.P., (ii) Spectrum Equity Investors Parallel IV,
L.P., (iii) Spectrum IV Investment Managers’ Fund, L.P. and (iv) any
Affiliates of Spectrum Equity Investors IV, L.P., Spectrum Equity Investors
Parallel IV, L.P. and Spectrum IV Investment Managers’ Fund, L.P.


 


“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.


 


“Subordinated Obligation” means any Indebtedness of the
Company (whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Securities pursuant to a
written agreement.


 


“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.


 


“Subsidiary Guarantee” means, individually, any Guarantee of
payment of the Securities and Exchange Securities issued in a registered
exchange offer for the Initial Securities pursuant to the Registration Rights
Agreement and this Indenture by a Guarantor and any supplemental indenture
applicable thereto (including pursuant to Exhibit C), and,
collectively, all 


 


20

















 


such Guarantees. 
Each such Subsidiary Guarantee will be substantially in the form prescribed
in this Indenture.


 


“Surviving Entity” has the meaning set forth in Section 5.01.


 


“Theatre Completion” means any motion picture theatre or
screen which was first opened for business by the Company or a Subsidiary
during any applicable period.


 


“TIA” means the Trust Indenture Act of 1939 (15
U.S.C.77aaa-77bbbb) as in effect on the Issue Date; provided, however, that, in the event the TIA is amended after such
date, “TIA” 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 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.


 


“Voting Stock” of a Person means all classes of Capital Stock
or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees
thereof.


 


“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 


 


21

















 


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.


 


	
  Term

  	
   

  	
  Defined in Section

  
	
   

  	
   

  	
   

  
	
  “Additional Securities”

  	
   

  	
  Exhibit A

  
	
  “Bankruptcy Order”

  	
   

  	
  6.01

  
	
  “Change of Control
  Offer”

  	
   

  	
  4.10

  
	
  “Change of Control
  Payment Date”

  	
   

  	
  4.10

  
	
  “Change of Control
  Purchase Price”

  	
   

  	
  4.10

  
	
  “covenant defeasance
  option”

  	
   

  	
  8.01

  
	
  “Custodian”

  	
   

  	
  6.01

  
	
  “Event of Default”

  	
   

  	
  6.01

  
	
  “Exchange Securities”

  	
   

  	
  Exhibit A

  
	
  “Global Security”

  	
   

  	
  Exhibit A

  
	
  “Guarantor Obligations”

  	
   

  	
  10.01

  
	
  “legal defeasance
  option”

  	
   

  	
  8.01

  
	
  “Legal Holiday”

  	
   

  	
  11.08

  
	
  “OID”

  	
   

  	
  2.01

  
	
  “Paying Agent”

  	
   

  	
  2.04

  
	
  “Private Exchange
  Securities”

  	
   

  	
  Exhibit A

  
	
  “QIB”

  	
   

  	
  Exhibit A

  
	
  “Registered Exchange
  Offer”

  	
   

  	
  Exhibit A

  
	
  “Registrar”

  	
   

  	
  2.04

  
	
  “Restricted Payments”

  	
   

  	
  4.06

  
	
  “Securities Custodian”

  	
   

  	
  Exhibit A

  
	
  “Shelf Registration
  Statement”

  	
   

  	
  Exhibit A

  
	
  “Special Interest
  Payment Date”

  	
   

  	
  2.11

  
	
  “Special Record Date”

  	
   

  	
  2.11

  
	
  “Surviving Entity”

  	
   

  	
  5.01

  



 


Section 1.03.                                                 Incorporation by Reference
of Trust Indenture Act.  Prior to the
effectiveness of the registration statement relating 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 Holder.


 


22
















 


“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:


 


(a)                                  a term has the meaning assigned to it;


 


(b)                                 an accounting term not otherwise defined
has the meaning assigned to it in accordance with GAAP;


 


(c)                                  “or” is not exclusive;


 


(d)                                 “including” means including without
limitation;


 


(e)                                  words in the singular include the plural
and words in the plural include the singular;


 


(f)                                    unsecured Indebtedness shall not be
deemed to be subordinate or junior to secured Indebtedness merely by virtue of
its nature as unsecured Indebtedness; and


 


(g)                                 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 Exhibit A
hereto, the aggregate principal amount of the 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 Initial Securities for
original issue on the Issue Date in the aggregate principal amount of $600,000,000.  With respect to any Securities issued after
the Issue Date (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, Initial
Securities pursuant to 


 


23

















 


Section 2.07, 2.09 or 3.06 or Exhibit 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:


 


(a)                                  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);


 


(b)                                 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 in exchange for, or in lieu of,
other Securities of the same series pursuant to Section 2.07, 2.09 or 3.06
or Exhibit A or any Securities which, pursuant to Section 2.03,
are deemed never to have been authenticated and delivered hereunder);


 


(c)                                  the issue price and issuance date of such
Securities, including the date from which interest on such Securities shall
accrue;


 


(d)                                 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 Appendix I to Exhibit A
and any circumstances in addition to or in lieu of those set forth in Section 2.3
of Exhibit 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


 


(e)                                  if applicable, that such Securities shall
not be issued in the form of Initial Securities or Additional Securities, but
shall be issued in the form of Private Exchange Securities or Exchange
Securities.


 


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 Securities are set forth in Exhibit A,
which is hereby incorporated in and expressly made part of this Indenture.   The Securities of each series and the
Trustee’s certificate of authentication shall be substantially in the form of Appendix
I to Exhibit A which is hereby incorporated in and expressly made a
part of this Indenture. Without limiting the generality of the foregoing,
Securities offered and sold to QIBs in reliance on Rule 144A shall include
the form of assignment set forth in Appendix I to Exhibit A and
Securities offered and sold in offshore transactions in reliance on Regulation
S (other than Initial Securities offered on the Issue Date) shall include the
form of certificate set forth in Exhibit B.  The Securities of each series may have
notations, legends or endorsements 


 


24

















 


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 Appendix I to
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.


 


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.


 


The
Trustee shall not be required to authenticate such Securities if the issue
thereof will adversely affect the Trustee’s own rights, duties, indemnities or
immunities under the Securities and this Indenture.


 


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 and “Registrar” includes any co-registrar.


 


The
Company shall enter into an appropriate agency agreement with any Registrar or
Paying Agent 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 


 


25

















 


entitled to appropriate compensation therefor pursuant
to Section 7.07.  The Company or any
of its domestic Wholly Owned Subsidiaries may act as Paying Agent, 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 Holders or the Trustee all 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 or any Guarantor in making any
such payment.  If the Company or a
domestic 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 (if other than the Company or a domestic
Wholly Owned Subsidiary) shall have no further liability for the money
delivered to the Trustee.


 


Section 2.06.                                                 Holder 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
Holders and shall otherwise comply with TIA Section 312(a).  If the Trustee is not the Registrar, the
Company on its own behalf and on the behalf of each of the Guarantors 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 Holders and the Company and the
Guarantors shall otherwise comply with TIA Section 312(a).


 


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
cancellation 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.


 


26

















 


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 protected 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 Holders 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.


 


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.  After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency maintained by the Company far that purpose
and such exchange shall be without charge to the Holder.  Upon surrender for cancellation of any one or
more temporary Securities, the Company shall execute, and the Trustee shall
authenticate and make available for delivery in exchange therefor, one or more
definitive Securities representing an equal principal amount of
Securities.  Until so exchanged, the
Holder of temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as a Holder of definitive Securities.


 


Section 2.10.                                                 Cancellation. 
The Company at any time may deliver Securities to the Trustee for
cancellation.  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 cancellation 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 cancellation.


 


If the
Company or any Guarantor acquires any of the Securities, such acquisition shall
not operate as a redemption or satisfaction of the Indebtedness represented by
such Securities unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.10.  The Company may not issue new Securities to
replace Securities it has paid or delivered to the Trustee for cancellation for
any reason other than in connection with a registration of transfer or exchange
of such Securities.


 


At
such time as all beneficial interests in a Global Security have either been
exchanged for definitive Securities, transferred, redeemed, repurchased or
canceled, such Global Security shall be returned by DTC to the Trustee for
cancellation or retained and canceled by the Trustee.  At any time prior to such cancellation, if
any beneficial interest in a Global Security is exchanged for definitive
Securities, transferred in exchange for an interest in another Global 


 


27

















 


Security, 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.


 


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 shall notify
the Trustee in writing of the amount of defaulted interest proposed to be paid
on each Security and the date (not less than 30 days after such notice) of the
proposed payment (the “Special Interest Payment Date”), and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such defaulted interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such defaulted interest as in this
clause provided.  Thereupon the Trustee
shall fix a record date (the “Special Record Date”) for the payment of
such defaulted interest, which date shall be not more than 15 days and not less
than 10 days prior to the Special Interest Payment Date and not less than 10
days after the receipt by the Trustee of the notice of the proposed
payment.  The Trustee shall promptly
notify the Company of such Special Record Date, and in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
defaulted interest and the Special Record Date and Special Interest Payment
Date therefor to be given in the manner provided for in Section 11.02, not
less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
defaulted interest and the Special Record Date and Special Interest Payment
Date therefor having been so given, such defaulted interest shall be paid on
the Special Interest Payment Date to the Persons in whose names the Securities
(or their respective predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable.


 


The
Company may make payment of any defaulted interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.


 


Subject
to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of, transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and
to accrue, which were carried by such other Security.


 


Section 2.12.                                                 CUSIPs Numbers, Common
Codes or ISINs.  The Company in issuing the Securities may use
“CUSIP” numbers, “Common Codes” or “ISINs” (if then generally in use) and, if
so, the Trustee shall use “CUSIP” numbers, “Common Codes” or “ISINs” 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, “Common Code” or “ISIN”
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 


 


28

















 


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.  The Company shall promptly notify the Trustee
in writing of any change in the CUSIP number, Common Code or ISIN.


 


Section 2.13.                                                 Computation of Interest. 
Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.


 


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, the redemption price and
that such redemption is being made pursuant to paragraph 5 of the Securities.


 


The
Company shall give notice to the Trustee provided for in this Section 3.01
at least 45 days but not more than 60 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 at any time, 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 at its registered address.


 


The
notice shall identify the Securities (or portion thereof) to be redeemed
(including CUSIP numbers if any) and shall state:


 


(a)                                  the redemption date;


 


(b)                                 the redemption price;


 


(c)                                  the name and address of the Paying Agent;


 


29

















 


(d)                                 that Securities called for redemption
must be surrendered to the Paying Agent to collect the redemption price;


 


(e)                                  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;


 


(f)                                    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


 


(g)                                 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.


 


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, unless the Trustee consents to a shorter period.


 


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 10:00 a.m., New York City time,
on the redemption date, the Company shall deposit with the Paying Agent (or, if
the Company or a domestic 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 cancellation.


 


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.


 


30

















 


ARTICLE IV


 


Covenants


 


Section 4.01.                                                 Payment of Securities. 
The Company shall promptly pay the principal of, premium, if any, 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, premium, if any, 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, premium, if any, 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 Holders on that date pursuant to the terms of this Indenture.


 


The
Company shall pay interest on overdue principal at the rate specified therefore
in the Securities, and it shall pay interest on overdue installments of
interest at the rate borne by the Securities to the extent lawful.


 


The
Company and the Guarantors will pay any present or future stamp, court or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise in any jurisdiction from the execution, delivery, enforcement
or registration of the Securities, the Subsidiary Guarantees, this Indenture or
any other document or instrument in relation thereof, or the receipt of any
payments with respect to the Securities or the Subsidiary Guarantees, excluding
such taxes, charges or similar levies imposed by any jurisdiction outside of
the United States, the jurisdiction of incorporation of any successor of the
Company or any Guarantor or any jurisdiction in which a Paying Agent is
located, other than those resulting from, or required to be paid in connection
with, the enforcement of the Securities, the Subsidiary Guarantees or any other
such document or instrument following the occurrence of any Event of Default
with respect to the Securities.  The
Company or the Guarantors will indemnify the Holders for any such taxes paid by
such Holders.


 


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 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 


 


31

















 


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 4.04 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.  (a) The Company shall not, and shall not
permit any of its Subsidiaries to, Incur any Indebtedness unless after giving
effect to such event on a pro forma basis, each of the following conditions are
satisfied: (i) the Company’s Consolidated EBITDA Ratio for the four full
fiscal quarters immediately preceding such event for which internal financial
statements are available, taken as one period, is greater than or equal to 2.00
to 1.00 (such condition not being applicable to the Incurrence of Permitted
Indebtedness); and (ii) with respect to the Incurrence of Senior
Indebtedness, the Company’s Senior Leverage Ratio is less than or equal to 3.50
to 1.00 (such condition not being applicable to the Incurrence of Permitted
Senior Indebtedness).


 


(b)                                 For purposes of determining compliance
with this Section 4.05, in the event that an item of Indebtedness (or any
portion thereof) meets the criteria of one or more of the categories of
Permitted Indebtedness and/or Permitted Senior Indebtedness or is entitled to
be Incurred pursuant to the ratios set forth in Section 4.05(a) hereof,
the Company shall, in its sole discretion, classify or reclassify, or later
divide, classify or reclassify, such item of Indebtedness (or any portion
thereof) in any manner that complies with this Section 4.05.


 


Section 4.06.                                                 Limitation on Restricted
Payments.  (a) The Company shall not, and shall not
permit its Subsidiaries to, directly or indirectly:


 


(i)                                     declare or pay any dividend on, or make
any distribution in respect of, any shares of the Company’s or any Subsidiary’s
Capital Stock (excluding dividends or distributions payable in shares of the
Company’s 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


 


32
















 


payable in shares of such
Redeemable Capital Stock)) held by any Person other than the Company or any of
its Wholly Owned Subsidiaries;


 


(ii)                                  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; or


 


(iii)                               purchase, repurchase, redeem, defease or
otherwise acquire or retire for value, prior to scheduled maturity, scheduled
repayment or scheduled sinking fund payment, any Subordinated Obligations or
Guarantor Subordinated Obligations (other than the purchase, repurchase,
redemption, defeasance or other acquisition or retirement of Subordinated
Obligations or Guarantor Subordinated Obligations purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity,
in each case due within one year of the date of purchase, repurchase,
redemption, defeasance or other acquisition or retirement);


 


(such payments or any other actions described in (i), (ii) and (iii) 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): (A) no Default or Event of Default shall have occurred and be
continuing; (B) the Company could incur $1.00 of additional Indebtedness
(other than Permitted Indebtedness) under the provisions of Section 4.05;
and (C) the aggregate amount of all Restricted Payments (other than
Restricted Payments permitted by Section 4.06(b)(vi)) declared or made
after the Issue Date (including the proposed Restricted Payment) does not
exceed the sum of:


 


(1)                                  (x) Consolidated EBITDA for the
Restricted Payments Computation Period, minus (y) 1.70 times Consolidated
Interest Expense for the Restricted Payments Computation Period (which
commenced on April 2, 2009); plus


 


(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 $10.0 million such Fair Market Value
shall be confirmed by an independent appraisal obtained by the Company),
received after the Issue Date 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; plus


 


(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 $10.0 million such Fair Market Value
shall be confirmed by an independent appraisal obtained by the Company),
received after the Issue Date 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.


 


33

















 


(b) Notwithstanding
Section 4.06(a), the Company or any of its Subsidiaries may:


 


(i)                                     pay dividends on its Capital Stock within
60 days of the declaration thereof if, on the declaration date, such dividends
could have been paid in compliance with the foregoing limitation;


 


(ii)                                  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);


 


(iii)                               make any purchase, repurchase,
redemption, defeasance or other acquisition or retirement of Subordinated
Obligations of the Company or Guarantor Subordinated Obligations of any
Guarantor made by exchange for, or out of the proceeds of the substantially
concurrent sale of, Capital Stock of the Company (other than Redeemable Capital
Stock and other than Capital Stock issued or sold to a Subsidiary or an
employee stock ownership plan or similar trust to the extent such sale to an
employee stock ownership plan or similar trust is financed by loans from or
Guaranteed by the Company or any Subsidiary unless such loans have been repaid
with cash on or prior to the date of determination); provided,
however, that the net proceeds from such
sale of Capital Stock will be excluded from clause (C)(2) of Section 4.06(a) hereof;


 


(iv)                              make any purchase, repurchase,
redemption, defeasance or other acquisition or retirement of Subordinated
Obligations of the Company or Guarantor Subordinated Obligations of any
Guarantor made by exchange for, or out of the proceeds of the substantially
concurrent sale of, Subordinated Obligations of the Company or any purchase,
repurchase, redemption, defeasance or other acquisition or retirement of
Guarantor Subordinated Obligations made by exchange for or out of the proceeds
of the substantially concurrent sale of Guarantor Subordinated Obligations
that, in each case, is permitted to be Incurred pursuant to Section 4.05
hereof and that in each case constitutes Refinancing Indebtedness;


 


(v)                                 in the case of a Subsidiary, pay
dividends (or in the case of any partnership or limited liability company, any
similar distribution) to the holders of its Capital Stock on a pro rata basis;


 


(vi)                              make Restricted Payments in amounts equal
to:


 


(A)                              the amounts required for any direct or
indirect parent to pay franchise taxes and other fees required to maintain its
legal existence; and


 


(B)                                an amount not to exceed $3.5 million
in any fiscal year to permit any direct or indirect parent to pay its corporate
overhead expenses Incurred in the ordinary course of business, and to pay
salaries or other compensation of employees who perform services for any such
parent and the Company;make any purchase, repurchase, redemption, defeasance or
other acquisition or retirement for value of any Subordinated Obligation at a
purchase price not greater than 


 


34

















 


101% of the
principal amount of such Subordinated Obligation plus accrued and unpaid
interest in the event of a Change of Control in accordance Section 4.10
hereof; provided that, prior to or simultaneously with such purchase,
repurchase, redemption, defeasance or other acquisition or retirement, the
Company has made the Change of Control Offer (as defined herein) as provided in
such covenant with respect to the Securities and has completed the repurchase
or redemption of all such Securities validly tendered for payment in connection
with such Change of Control Offer;


 


(vii)                           the payment of dividends on the Company’s common stock
(or a Restricted Payment to any direct or indirect parent of the Company to
fund the payment by such direct or indirect parent of the Company of dividends
on such entity’s common stock) of up to 6% per annum of the net proceeds
received by the Company from any public offering of common stock of the Company
or any direct or indirect parent of the Company, other than public offerings
with respect to the Company’s (or such direct or indirect parent’s) common
stock registered on Form S-4 or Form S-8; and


 


(viii)                        make other Restricted Payments in an aggregate amount
not to exceed $350.0 million.


 


Section 4.07.                                                 Limitation on Transactions
with Affiliates.  (a) The Company shall not, and shall 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
$5.0 million, unless: (i) 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; (ii) such transaction or series of
transactions is in the best interests of the Company; and (iii) with
respect to a transaction or series of transactions involving aggregate payments
equal to or greater than $50.0 million, a majority of disinterested members of
the Board of Directors determines that such transaction or series of
transactions complies with clauses (i) and (ii) 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 Issue Date;


 


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


 


(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 


 


35

















 


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);


 


(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;
and


 


(v)                                 the existence of, or the performance by
the Company or any of its Subsidiaries of its obligations under the terms of,
any agreements that are described in the Company’s annual report on Form 10-K
for the fiscal year ended April 2, 2009 listed on Annex 4.07 hereto and
any amendments thereto; provided, however, that the existence of, or the performance by the
Company or any of its Subsidiaries of its obligations under, any future
amendment to such agreements shall only be permitted by this clause (v) to
the extent that the terms of any such amendment, taken as a whole, are not more
disadvantageous to the Holders of the Securities in any material respect than
the terms of such agreements in effect on the Issue Date.


 


Section 4.08.                                                 Limitation on Liens. 
The
Company shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly, create, Incur or suffer to exist any Lien (other than Permitted
Liens) upon any of its property or assets (including Capital Stock of
Subsidiaries of the Company), whether owned on the date of this Indenture or
acquired after that date, which Lien is securing any Indebtedness, unless
contemporaneously with the Incurrence of such Liens effective provision is made
to secure the Indebtedness due under this Indenture and the Securities or, in
respect of Liens on any Guarantor’s property or assets, any Subsidiary
Guarantee of such Subsidiary, equally and ratably with (or prior to in the case
of Liens with respect to Subordinated Obligations or Guarantor Subordinated
Obligations) the Indebtedness secured by such Lien for so long as such
Indebtedness is so secured.


 


Section 4.09.                                                 Future Guarantors. 
After the Issue Date, the Company will cause each Subsidiary which
guarantees obligations under the Credit Facility, the Existing Notes or any
other Indebtedness of the Company or any Guarantor to execute and deliver to
the Trustee a supplemental indenture pursuant to which such Guarantor will
unconditionally Guarantee, on a joint and several basis, the full and prompt
payment of the principal of, premium, if any, interest and Special Interest, if
any, on the Securities on a senior unsecured basis. Each Subsidiary Guarantee
will be limited to an amount not to exceed the maximum amount that can be
guaranteed by that Subsidiary without rendering the Subsidiary Guarantee as it
relates to such Subsidiary, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally. Notwithstanding the foregoing, if a Guarantor is
released and discharged in full from its obligations under its Guarantees of (a) the
Credit Agreement and related documentation and (b) all other Indebtedness
of the Company and its Subsidiaries, then the Subsidiary Guarantee of such
Guarantor shall be automatically and unconditionally released and discharged.


 


Section 4.10.                                                 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 (the “Change of Control Purchase
Price”) 


 


36

















 


equal to 101% 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 of Control Payment Date.


 


In the
event that the Company makes a Change of Control Offer to purchase the
Securities pursuant to this Section 4.10, the Company will comply with any
applicable securities laws and regulations, including any applicable
requirements of Section 14(e) of, and Rule 14e-1 under, the
Exchange Act.


 


Section 4.11.                                                 Provision of Financial
Information.


 


(a)                                  Notwithstanding that the Company may not
be subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, the Company shall file with the SEC and provide the Trustee
and the Holders with such annual reports and such information, documents and
other reports as are specified in Sections 13 and 15(d) of the Exchange
Act and applicable to a U.S. corporation subject to such Sections, such
information, documents and reports to be so filed and provided at the times
specified for the filing of such information, documents and reports under such
Sections; provided, however,
that the Company shall not be so obligated to file such information, documents
and reports with the SEC if the SEC does not permit such filings but shall
still be obligated to provide such information, documents and reports to the
Trustee and the Holders.  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).


 


(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, upon request, 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.


 


Section 4.12.                                                 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 


 


37

















 


with all covenants and conditions to be complied with
by it under this Indenture in accordance with TIA Section 314(a)(4).  For purposes of this Section 4.12, 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 4.13.                                                 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
4.10 and Section 4.11(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.


 


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.


 


Section 4.15.                                                 Payment for Consent. 
The Company shall not, and shall not permit any of its Subsidiaries 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 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: (i) the Company shall be the
continuing corporation; or (ii) 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 


 


38

















 


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


 


(c)                                  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; and


 


(d)                                 each Guarantor (unless it is the other
party to the transactions above, in which case clause (a)(ii) shall apply)
shall have by supplemental indenture confirmed that its Subsidiary Guarantee
shall apply to such Person’s obligations in respect of the Securities
outstanding and the Indenture and its obligations under any Registration Rights
Agreement shall continue to be in effect.


 


In
connection with any consolidation, merger, transfer or lease contemplated
hereby, the Company shall deliver, or cause to be delivered, to the Trustee, in
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 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 


 


39

















 


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 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);


 


(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)                                  (i) one or more defaults in the
payment of principal of or premium, if any, on Indebtedness of the Company or
any Significant Subsidiary, aggregating $5.0 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 (ii) Indebtedness of the Company or any
Significant Subsidiary, aggregating $5.0 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 $5.0 million in the aggregate of the Company or any Significant Subsidiary shall
notify the Trustee of the intended sale or disposition of any assets of the
Company or any Significant Subsidiary 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 any Significant Subsidiary pursuant to
the terms of any agreement or instrument evidencing any such Indebtedness of
the Company or any Significant Subsidiary or in accordance with applicable law;


 


(g)                                 one or more final judgments or orders
shall be rendered against the Company or any Significant Subsidiary for the
payment of money, either individually or in an aggregate amount, in excess of
$5.0 million and shall not be discharged and either (i) an enforcement
proceeding shall have been commenced by any creditor upon such judgment or
order or (ii) 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;


 


40

















 


(h)                                 the Company or any Significant Subsidiary
pursuant to or under or within the meaning of any Bankruptcy Law:


 


(i)                                     commences a voluntary case or proceeding;


 


(ii)                                  consents to the entry of a Bankruptcy
Order in an involuntary case or proceeding or the commencement of any case
against it;


 


(iii)                               consents to the appointment of a Custodian
of it or for any substantial part of its property;


 


(iv)                              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;


 


(v)                                 files a petition in bankruptcy or an
answer or consent seeking reorganization or relief; or


 


(vi)                              consents to the filing of such petition
in bankruptcy or the appointment of or taking possession by a Custodian;


 


(i)                                     a court of competent jurisdiction in any
involuntary case or proceeding enters a Bankruptcy Order against the Company or
any Significant Subsidiary, and such Bankruptcy Order remains unstayed and in
effect for 60 consecutive days;


 


(j)                                     a Custodian shall be appointed out of
court with respect to the Company or any Significant Subsidiary, or with
respect to all or any substantial part of the property of the Company or any
Significant Subsidiary; and


 


(k)                                  except as permitted by this Indenture,
any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable
or invalid or cease for any reason to be in full force and effect or any
Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under its Subsidiary Guarantee.


 


“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.  (a)  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 aggregate principal amount of
the Securities outstanding, by notice to the Company and the Trustee, may
declare the principal of, premium, if any, and accrued and unpaid 


 


41

















 


interest, if any, on, all the Securities to be due and
payable.  If an Event of Default
specified in Section 6.01(h), (i) or (j) occurs and is continuing,
then the principal of, premium, if any, and accrued and unpaid interest, if
any, on, 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).


 


(b)                                 At any time after a declaration of
acceleration has been made, but before a judgment or decree for payment of the
money due has been obtained by the Trustee as provided hereinafter in this
Article, the Holders of a majority in aggregate 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:


 


(i)                                     the Company has paid or deposited, or
caused to be paid or deposited, with the Trustee a sum sufficient to pay:


 


(A)                              all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel;


 


(B)                                all overdue interest (including Special
Interest) on all Securities;


 


(C)                                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; and


 


(D)                               to the extent that payment of such
interest is lawful, interest upon overdue interest at the rate borne by the
Securities; and


 


(ii)                                  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.


 


(c)                                  Notwithstanding clause (b) above, 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 (i) 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, (ii) has been
discharged or the holders thereof have rescinded their declaration of
acceleration in respect of such Indebtedness, and (iii) 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


 


42
















 


Securities, and no other Event of Default has occurred
during such 30-day period which has not been cured or waived during such
period.


 


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
Holder 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. 
Subject to Section 6.02, 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 (a) a Default in
the payment of the principal of or interest on a Security, (b) a Default
arising from a failure to make or consummate a Change of Control Offer in
accordance with the provisions of Section 4.10, or (c) a Default in
respect of a provision that under Section 9.02 cannot be amended without
the consent of each Holder 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
Holders 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 Holder may not pursue any remedy with respect to this Indenture or the
Securities unless:


 


(a)                                  such Holder shall have previously given
to the Trustee written notice of a continuing Event of Default;


 


(b)                                 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


 


(c)                                  the Trustee has failed to institute such
proceeding and has not received from the Holders of at least a majority in
aggregate principal amount of


 


43

















 


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 Holder 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
Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder.


 


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 Holders 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
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; and


 


THIRD: to the
Company.


 


The Trustee may fix a record date and payment date for
any payment to Holders pursuant to this Section.  At least 15 days before such record date, the
Company shall mail to each Holder and the Trustee a notice that states the
record date, the payment date and amount to be paid.


 


44

















 


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:


 


(i)                                     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


 


(ii)                                  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 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:


 


(i)                                     this subsection (c) does not limit
the effect of subsection (b) of this Section;


 


45

















 


(ii)                                  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


 


(iii)                               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 subsections (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.


 


Section 7.02.                                                 Rights of Trustee. 
Subject to 315(a) through 315(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.


 


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(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 Holder 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 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 Holders.


 


Section 7.06.                                                 Reports by Trustee to
Holders.  As promptly as practicable after each December 31
beginning with December 31, 2009, and in any event prior to March 31
in each year thereafter, the Trustee shall mail to each Holder a brief report
dated as of March 31 each year that complies with TIA Section 313(a),
if and to the extent required by such subsection.  The Trustee shall also comply with TIA Section 313(b) and
(c).


 


A copy
of each report at the time of its mailing to Holders 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 


 


47

















 


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) 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 resignation or removal of the
Trustee and 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:


 


(a)                                  the Trustee fails to comply with Section 7.10;


 


(b)                                 the Trustee is adjudged bankrupt or
insolvent;


 


(c)                                  a receiver or other public officer takes
charge of the Trustee or its property; or


 


(d)                                 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 


 


48

















 


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
Holders.  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 Holder 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.


 


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 Section 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 Section 310(b), subject to the penultimate paragraph thereof; provided, however, that
there shall be excluded from the operation of TIA Section 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 Section 310(b)(1) are
met.


 


49

















 


For
purposes of this Section 7.10 and clause (i) of the first proviso
contained in TIA Section 310(b); the indenture, dated August 18,
2004, as amended, among Marquee Holdings Inc. and HSBC Bank USA, National
Association providing for the issuance of the 12% Senior Discount Notes due
2014; the indenture, dated August 18, 2004, as amended, among Marquee Inc.
and HSBC Bank USA, National Association providing for the issuance of the 85/8% Senior
Notes due 2012; the indenture, dated as of February 24, 2004, as amended,
among AMC Entertainment Inc. and HSBC Bank USA, National Association providing
for the issuance of the 8% Senior Subordinated Notes due 2014; and the
indenture, dated as of January 26, 2006, as amended, among AMC
Entertainment Inc. and HSBC Bank USA, National Association providing for the
issuance of the 11% Senior Subordinated Notes due 2016 are hereby deemed to be
specifically described.


 


Section 7.11.                                                 Preferential Collection of
Claims Against Company.  The Trustee
shall comply with TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b):  A
Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to
the extent indicated.


 


ARTICLE VIII


 


Discharge of Indenture; Defeasance


 


Section 8.01.                                                 Discharge of Liability on
Securities; Defeasance.  (a) When
(i) either (A) all outstanding Securities that have been
authenticated (other than Securities replaced pursuant to Section 2.07 and
Securities for whose payment money has been deposited in trust and thereafter
repaid to the Company) have been delivered by the Company to the Trustee for
cancellation or (B) all outstanding Securities that have not been
delivered by the Company to the Trustee for cancellation have become due and
payable, whether at Maturity or upon redemption or will become due and payable
within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
pursuant to Article Three and the Company irrevocably deposits or causes
to be deposited with the Trustee funds in trust solely for the benefit of the
Holders cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient without consideration
of any reinvestment of interest, to pay and discharge the entire Indebtedness
on such Securities not theretofore delivered to the Trustee for cancellation
for principal, premium, if any, and accrued interest (including Special
Interest, if any) to the date of Maturity or redemption; (ii) no Default
or Event of Default shall have occurred and be continuing on the date of such
deposit or shall occur as a result of such deposit and such deposit will not
result in a breach or violation of, or constitute a default under, any other
instrument to which the Company or any Guarantor is a party or by which the
Company or any Guarantor is bound; (iii) the Company or any Guarantor has
paid or caused to be paid all sums payable by it under this Indenture and the
Securities; and (iv) the Company has delivered irrevocable instructions to
the Trustee under this Indenture to apply the deposited money toward the
payment of such Securities at Maturity or the redemption date, as the case may
be, then upon demand of the Company (accompanied by an Officers’ Certificate
and an Opinion of Counsel to the Trustee stating that all conditions precedent
specified herein relating to the satisfaction and discharge of this Indenture
have been complied with) this Indenture shall cease to be of further effect
with 


 


50

















 


respect to the Securities and the Trustee shall
acknowledge satisfaction and discharge of this Indenture, at the cost and
expense of the Company.


 


(b)                                 Subject to Sections 8.01(c) and
8.02, the Company may, at its option, and at any time elect to terminate (i) all
of its and the Guarantors’ obligations under the Securities, the Subsidiary
Guarantees and this Indenture (“legal defeasance option”) or (ii) its
and the Guarantors’ obligations under Section 5.01(c) and Sections
4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11, and the operation of Section 6.01(c) (with
respect to a Event of Default due to a failure to meet obligations under Section 5.01(c))
and Sections 6.01(d), (e), (f) and (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 Sections 4.05, 4.06, 4.07, 4.08, 4.09,
4.10, 4.11(a) and 5.01(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 subsections (a) and (b) above,
the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09,
4.01, 4.02, 4.03, 4.12, 7.07, 7.08, 8.03, 8.04, 8.05 and 8.06 shall survive
until the Securities have been paid in full. 
Thereafter, the Company’s obligations in Sections 7.07, 8.04, 8.05 and
8.06 shall survive.


 


Section 8.02.                                                 Conditions to Defeasance. 
The Company may exercise its legal defeasance option or its covenant
defeasance option only if:


 


(a)                                  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 benefit of the Holders of the Securities, cash in U.S. Dollars,
non-callable Government Securities or a combination thereof, in such amounts as
will be 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 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 Government Securities 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;


 


51

















 


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


 


(c)                                  the deposit does not constitute a default
hereunder or under any other material agreement binding on the Company;


 


(d)                                 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;


 


(e)                                  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 U.S. Federal
income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders will not recognize income,
gain or loss for U.S. Federal income tax purposes as a result of such
defeasance and will be subject to U.S. 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;


 


(f)                                    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 Holders will not recognize income, gain or loss for U.S.
Federal income tax purposes as a result of such covenant defeasance and will be
subject to U.S. 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


 


(g)                                 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 Government Securities deposited with it
pursuant to this Article Eight.  It
shall apply the deposited money and the money from Government Securities
through the Paying Agent and in accordance with this Indenture to the payment
of principal of and interest on the Securities.


 


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


 


52
















 


principal, premium, if any, or interest that remains
unclaimed for two years, and, thereafter, Holders 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 Government Securities or the principal and interest received on such
Government Securities.


 


Section 8.06.                                                 Reinstatement. 
If the Trustee or Paying Agent is unable to apply any money or
Government Securities 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 Government Securities 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 Government Securities
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 Holder:


 


(a)                                  to cure any ambiguity, omission, defect
or inconsistency;


 


(b)                                 to comply with Article Five;


 


(c)                                  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 Title 26 of the
United States Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of Title 26 of the United States
Code;


 


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


 


(e)                                  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;


 


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


 


(g)                                 to make any change that does not
adversely affect the rights of any Holder.


 


53

















 


After
an amendment under this Section becomes effective, the Company shall mail
to Holders a notice briefly describing such amendment.  The failure to give such notice to all
Holders, 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 modify or amend this Indenture or the
Securities without notice to any Holder but with the written consent of the
Holders of not less than 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 Holder
affected thereby, a modification or 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
(including Special Interest, if any) 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);


 


(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;


 


(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 4.13, except to increase the percentage of outstanding
Securities the consent of whose Holders is required for such actions 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.


 


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.


 


After
an amendment under this Section becomes effective, the Company shall mail
to Holders a notice briefly describing such amendment.  The failure to give such notice to all
Holders, 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.


 


54

















 


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 Holder. 
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 Holders 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 paragraph or Section 316(c) of
the TIA, those Persons who were Holders 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 this Indenture, all Initial Securities, Additional Securities
of the same series, Exchange Securities for the same series of Securities and
Private Exchange Securities for the same series of Securities shall vote
together as one series of Securities under this 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, in addition to the documents
required by Section 11.04 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.


 


55

















 


ARTICLE X



Guarantee


 


Section 10.01.                                          Subsidiary Guarantee. 
Subject to the provisions of this Article Ten, each Guarantor
hereby fully, unconditionally and irrevocably guarantees, as primary obligor
and not merely as surety, jointly and severally with each other Guarantor, to
each Holder of the Securities and the Trustee, the full and punctual payment
when due, whether at maturity, by acceleration, by redemption or otherwise, of
the principal of, premium, if any, and interest, including Special Interest, if
any, on the Securities and all other obligations and liabilities of the Company
under this Indenture (including without limitation interest accruing after the
filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Company or any Guarantor
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding and the obligations under Section 7.07) (all the foregoing
being hereinafter collectively called the “Guarantor Obligations”).  Each Guarantor agrees that the Guarantor
Obligations will rank equally in right of payment with other indebtedness of
such Guarantor, except to the extent such other Indebtedness is subordinate to
the Guarantor Obligations.  Each Guarantor
further agrees (to the extent permitted by law) that the Guarantor Obligations
may be extended or renewed, in whole or in part, without notice or further
assent from it, and that it will remain bound under this Article Ten
notwithstanding any extension or renewal of any Guarantor Obligation.


 


Each
Guarantor waives presentation to, demand of payment from and protest to the
Company of any of the Guarantor Obligations and also waives notice of protest
for non-payment.  Each Guarantor waives
notice of any default under the Securities or the Guarantor Obligations.


 


Each
Guarantor further agrees that its Subsidiary Guarantee herein constitutes a
Guarantee of payment when due (and not a Guarantee of collection) and waives
any right to require that any resort be had by any Holder to any security held
for payment of the Guarantor Obligations.


 


Except
as set forth in Section 10.02, the obligations of each Guarantor hereunder
shall not be subject to any reduction, limitation, impairment or termination
for any reason (other than payment of the Guarantor Obligations in full),
including any claim of waiver, release, surrender, alteration or compromise,
and shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Guarantor Obligations or otherwise.  Without limiting the generality of the
foregoing, the obligations of each Guarantor herein shall not be discharged or
impaired or otherwise affected by (a) the failure of any Holder to assert
any claim or demand or to enforce any right or remedy against the Company or
any other person under, this Indenture, the Securities or any other agreement
or otherwise; (b) any extension or renewal granted; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Guarantor Obligations or any
of them; (e) the failure of any Holder to exercise any right or remedy
against any other Guarantor; (f) any change in the ownership of the
Company; (g) any default, failure or delay, willful or otherwise, in the
performance of the 


 


56

















 


Guarantor Obligations; or (h) any other act or thing or omission
or delay to do any other act or thing which may or might in any manner or to
any extent vary the risk of any Guarantor or would otherwise operate as a
discharge of such Guarantor as a matter of law or equity.


 


Subject
to the provisions of Section 4.09, each Guarantor agrees that its
Subsidiary Guarantee herein shall remain in full force and effect until payment
in full of all the Guarantor Obligations or such Guarantor is released from its
Subsidiary in compliance with Section 10.03 hereof.  Each Guarantor further agrees that its
Subsidiary Guarantee herein shall continue to be effective or be reinstated, as
the case may be, if at any time payment, or any part thereof, of principal of
or interest on any of the Guarantor Obligations is rescinded or must otherwise
be restored by any Holder upon the bankruptcy or reorganization of the Company
or otherwise.


 


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


 


Each
Guarantor further agrees that, as between such Guarantor, on the one hand, and
the Holders, on the other hand, (x) the maturity of the Guarantor
Obligations guaranteed hereby may be accelerated as provided in this Indenture
for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Guarantor Obligations guaranteed hereby and (y) in the event of any such
declaration of acceleration of such Guarantor Obligations, such Guarantor
Obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantor for the purposes of this Subsidiary Guarantee.


 


Each
Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees and expenses) incurred by the Trustee or the Holders
in enforcing any rights under this Section.


 


Section 10.02.                                          Execution and Delivery of
Subsidiary Guarantee for Future Guarantors.


 


To
further evidence its Subsidiary Guarantee, each Subsidiary and other Person
that is required to become a Guarantor hereby agrees to execute a supplement to
this Indenture, substantially in the form of Exhibit C hereto, or a
Subsidiary Guarantee, substantially in the form of Exhibit D
hereto, and deliver it to the Trustee. 
Such Subsidiary Guarantee or supplement to this Indenture shall be
executed on behalf of each Guarantor by either manual or facsimile signature of
one Officer or other person duly authorized by all necessary corporate action
of each Guarantor who shall have been duly authorized to so execute by all
requisite corporate action.  The validity
and enforceability of any Subsidiary Guarantee shall not be affected by the
fact that it is not affixed to any particular Security.


 


57

















 


Each
of the Guarantors hereby agrees that its Subsidiary Guarantee shall remain in
full force and effect notwithstanding any failure to endorse on each Security a
notation of such Subsidiary Guarantee.


 


If an
Officer of a Guarantor whose signature is on this Indenture or a Subsidiary
Guarantee no longer holds that office at the time the Trustee authenticates the
Security on which such Subsidiary Guarantee is endorsed or at any time
thereafter, such Guarantor’s Subsidiary Guarantee of such Security shall
nevertheless be valid,


 


The
delivery of any Security by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of any Subsidiary Guarantee set forth in this
Indenture on behalf of each Guarantor.


 


Section 10.03.                                          Limitation on Liability;
Termination, Release and Discharge.  (a)  Any
term or provision of this Indenture to the contrary notwithstanding, the
obligations of each Guarantor hereunder will be limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of
such Guarantor (including, without limitation, any Guarantees under the Credit
Agreement) and after giving effect to any collections from or payments made by
or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Subsidiary Guarantee or pursuant to its contribution
obligations under this Indenture, result in the obligations of such Guarantor
under its Subsidiary Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law and not otherwise being void or
voidable under any similar laws affecting the rights of creditors generally.


 


(b)                                 In addition, the Company shall not permit
any Guarantor to consolidate with or merge with or into any person (other than
another Guarantor) and shall not permit the conveyance, transfer or lease of
substantially all of the assets of any Guarantor unless:


 


(i)                                     the resulting, surviving or transferee
Person shall be a corporation, partnership, trust or limited liability company
organized and existing under the laws of the United States of America, any
State of the United States or the District of Columbia and such Person (if not
such Guarantor) shall expressly assume, by supplemental indenture, executed and
delivered to the Trustee, all the obligations of such Guarantor under its
Subsidiary Guarantee;


 


(ii)                                  immediately after giving effect to such
transaction (and treating any Indebtedness that becomes an obligation of the
resulting, surviving or transferee Person or any Subsidiary as a result of such
transaction as having been Incurred by such Person or such Subsidiary at the
time of such transaction), no Default or Event of Default shall have occurred
and be continuing;


 


(iii)                               the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such supplemental indenture (if any)
comply with this Indenture; or


 


58

















 


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


 


Upon
the sale or disposition of a Guarantor (by merger, consolidation, the sale of
its Capital Stock or the sale of all or substantially all of its assets (other
than by lease)) and whether or not the Guarantor is the surviving corporation
in such transaction to a Person which is not the Company or a Subsidiary, such
Guarantor will be automatically released from all its obligations under this
Indenture and its Subsidiary Guarantee and the Registration Rights Agreement
and such Subsidiary Guarantee will terminate; provided, however, that (1) the sale or other disposition is in
compliance with this Indenture, including Section 5.01 (other than clause (c) thereof);
and (2) all the obligations of such Guarantor under the Credit Agreement
and related documentation and any other obligations of such Guarantor relating
to any other Indebtedness of the Company or its Subsidiaries terminate upon
consummation of such transaction.


 


(c)                                  Each Guarantor shall be deemed released
from all its obligations under this Indenture and the Registration Rights
Agreement and such Subsidiary Guarantee shall terminate upon the legal
defeasance of the Securities pursuant to the provisions of Article Eight
hereof.


 


(d)                                 Each Guarantor shall be released from its
obligations under this Indenture, its Subsidiary Guarantee and the Registration
Rights Agreement if the Company designates such Guarantor as an Unrestricted
Subsidiary and such designation complies with the other applicable provisions
of this Indenture.


 


Section 10.04.                                          Right of Contribution. 
Each Guarantor hereby agrees that to the extent that any Guarantor shall
have paid more than its proportionate share of any payment made on the
obligations under the Subsidiary Guarantees, such Guarantor shall be entitled
to seek and receive contribution from and against the Company, or any other
Guarantor who has not paid its proportionate share of such payment.  The provisions of this Section 10.04
shall in no respect limit the obligations and liabilities of each Guarantor to
the Trustee and the Holders and each Guarantor shall remain liable to the
Trustee and the Holders for the full amount guaranteed by such Guarantor
hereunder.


 


Section 10.05.                                          No Subrogation. 
Notwithstanding any payment or payments made by each Guarantor
hereunder, no Guarantor shall be entitled to be subrogated to any of the rights
of the Trustee or any Holder against the Company or any other Guarantor or any
collateral security or guarantee or right of offset held by the Trustee or any
Holder for the payment of the Guarantor Obligations, nor shall any Guarantor
seek or be entitled to seek any contribution or reimbursement from the Company
or any other Guarantor in respect of payments made by such Guarantor hereunder,
until all amounts owing to the Trustee and the Holders by the Company on account
of the Guarantor Obligations are paid in full. 
If any amount shall be paid to any Guarantor on account of such
subrogation rights at any time when all of the Guarantor Obligations shall not
have been paid in full, such amount shall be held by such Guarantor in trust
for the Trustee and the Holders, segregated from other funds of such Guarantor,
and shall, forthwith upon receipt by such Guarantor, be turned over to the
Trustee in the exact form received by such Guarantor (duly indorsed by such
Guarantor to the Trustee, if required), to be applied against the Guarantor
Obligations.


 


59

















 


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.


 


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.


920
Main Street


Kansas City, MO 64105


Attention: General
Counsel


 


if to
the Trustee:


 


U.S.
Bank National Association


Corporate
Trust Services


60
Livingston Avenue


St.
Paul, MN 55107-1419


	
  Attention of:

  	
  Raymond S. Haverstock

  
	
   

  	
  Vice President and
  Account Manager

  



 


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 Holder shall be mailed to the Holder at the
Holder’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 Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.  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.  Holders may communicate
pursuant to TIA Section 312(b) with other Holders 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 Section 312(c).


 


60

















 


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:


 


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


 


(b)                                 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:


 


(a)                                  a statement that the individual making
such certificate or opinion has read such covenant or condition;


 


(b)                                 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;


 


(c)                                  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


 


(d)                                 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, 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.


 


61

















 


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 Holdings, the Company or the Guarantors or by
any Person directly or indirectly controlling or controlled by or under direct
or indirect common control with of them 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 a Trust Officer 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 Holders.  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.


 


Section 11.10.                                          No Recourse Against Others. 
A director, officer, employee or stockholder, as such, of Holdings, the
Company and the Guarantors shall not have any liability for any obligations of
the Company or the Guarantors 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
Holder 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 any each Guarantor in this Indenture and
the Securities shall bind their respective successors.  All agreements of the Trustee in this
Indenture shall bind its successors.


 


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: (a) to the extent
relevant, 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


 


62
















 


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 (b) 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.


 


63

















 


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


 


	
   

  	
  AMC
  ENTERTAINMENT INC., as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Craig R. Ramsey

  
	
   

  	
   

  	
  Name: Craig R.
  Ramsey

  
	
   

  	
   

  	
  Title:
  Executive Vice President and Chief Financial
  Officer

  



 


 


SIGNATURE PAGE TO
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

  



 


2

















 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Raymond S. Haverstock

  
	
   

  	
   

  	
  Name: Raymond S.
  Haverstock

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


3

















 


ANNEX 4.07


 


Agreements Regarding
Related Party Transactions


 


1.                                       Stockholders Agreement of AMC
Entertainment Holdings, Inc., dated June 11, 2007, among AMC
Entertainment Holdings, Inc. and the stockholders of AMC Entertainment
Holdings, Inc. party thereto.


 


2.                                       Management Stockholders Agreement of AMC
Entertainment Holdings, Inc., dated June 11, 2007, among AMC
Entertainment Holdings, Inc. and the stockholders of AMC Entertainment
Holdings, Inc. party thereto.


 


3.                                       Continuing Service Agreement, dated January 26,
2006, among AMC Entertainment Inc. (as successor to Loews Cineplex
Entertainment Corporation) and Travis Reid, and, solely for the purposes of its
repurchase obligations under Section 7 thereto, Marquee Holding Inc.


 


4.                                       Non-Qualified Stock Option Agreement,
dated January 26, 2006, between Marquee Holdings Inc. and Travis Reid.


 


5.                                       Fee Agreement, dated June 11, 2007,
by and among AMC Entertainment Holdings, Inc., Marquee Holdings Inc.,
AMC Entertainment Inc., J.P. Morgan Partners (BHCA), L.P., Apollo
Management V, L.P., Apollo Investment Fund V, L.P., Apollo Overseas
Partners V, L.P., Apollo Netherlands Partners V(A), L.P., Apollo
Netherlands partners V(B), L.P., Apollo German Partners V GmbH &
Co KG, Bain Capital Partners, LLC, TC Group, L.L.C., a Delaware limited
liability company and Applegate and Collatos, Inc.


 


6.                                       Retainer agreement with Raymond F. Beagle, Jr.
dated October 1, 2002.


 


7.                                       Contribution and Unit Holders Agreement,
dated as of March 29, 2005, among National Cinema Network, Inc.,
Regal CineMedia Corporation and National CineMedia, LLC.


 


8.                                       Exhibitor Services Agreement, dated February 13,
2007 between National CineMedia, LLC and American Multi-Cinema, Inc.


 


9.                                       First Amended and Restated Loews Screen
Integration Agreement, dated February 13, 2007 between National CineMedia, LLC
and American Multi-Cinema, Inc.


 


10.                                 Third Amended and Restated Limited
Liability Company Operating Agreement, dated February 13, 2007 between
American Multi- Cinema, Inc., Cinemark Media, Inc., Regal CineMedia
Holdings, LLC and National CineMedia, Inc.


 


11.                                 Voting and Irrevocable Proxy Agreement,
dated June 11, 2007, among AMC 


 


1

















 


Entertainment Holdings, Inc., Carlyle Partners
III Loews, L.P., CP III Coinvestment, L.P., Bain Capital Holdings
(Loews) I, L.P., Bain Capital AIV (Loews) II, L.P., Spectrum Equity
Investors IV, L.P., Spectrum Equity Investors Parallel IV, L.P. and
Spectrum IV Investment Managers’ Fund, L.P.


 


12.                                 Voting and Irrevocable Proxy Agreement,
dated June 11, 2007, among AMC Entertainment Holdings, Inc., J.P.
Morgan Partners (BHCA), L.P., J.P. Morgan Partners Global
Investors, L.P., J.P. Morgan Partners Global Investors
(Cayman), L.P., J.P. Morgan Partners Global Investors (Cayman)
II, L.P., J.P. Morgan Partners Global Investors (Selldown), L.P.,
J.P. Morgan Partners Global Investors (Selldown) II, L.P., JPMP Global
Fund/AMC/Selldown II, L.P., J.P. Morgan Partners Global Investors
(Selldown) II-C, L.P., AMCE (Ginger), L.P., AMCE (Luke), L.P.,
AMCE (Scarlett), L.P., Apollo Investment Fund V, L.P., Apollo
Overseas Partners V, L.P., Apollo Netherlands Partners V(A), L.P., Apollo
Netherlands Partners V(B), L.P., Apollo German Partners V GmbH &
Co KG and other co-investors.


 


13.                                 Amendment to Exhibitor Services Agreement
dated as of November 5, 2008, by and between National CineMedia, LLC and
American Multi-Cinema, Inc.


 


2

















 


EXHIBIT A


 


PROVISIONS
RELATING TO INITIAL

SECURITIES AND EXCHANGE SECURITIES


 


I.                                         DEFINITIONS


 


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


 


“Additional Securities” means the 8.75% Senior Notes due
2019, 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.


 


“Applicable Procedures” 
means, with respect to any transfer or transaction involving a
Regulation S Global Security or beneficial interest therein, the rules and
procedures of the Depository for such Global Security, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as
in effect from time to time.


 


“Clearstream” means Clearstream Luxembourg, a société
anonyme.


 


“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(e)(i).


 


“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, notice of which day shall be promptly given
by the Company to the Trustee and (ii) the Issue Date, and with respect to
any Additional Securities that are Transfer Restricted Securities, it means the
comparable 40 consecutive days.


 


“Euroclear” means Euroclear Clearance System Plc.


 


“Exchange Securities” means the 8.75% Senior Notes due 2019
to be issued pursuant to this Indenture in connection with a Registered
Exchange Offer pursuant to the Registration Rights Agreement.


 


“Global Securities Legend” means the legend appearing under
such title on Appendix 1 to this Exhibit A.


 


“Initial Purchasers” means Credit Suisse Securities (USA)
LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan
Securities Inc., Banc of America Securities LLC, Barclays Capital Inc., Morgan
Stanley & Co. Incorporated.


 


A-1

















 


“Initial Securities” means the 8.75% Senior Notes due 2019 in
the aggregate principal amount of $600,000,000 issued on June 9, 2009.


 


“New Securities” shall have the meaning set forth in Section 1
of the Registration Rights Agreement.


 


“Private Exchange” means the offer by the Company, pursuant
to Section 2(f) of the Registration Rights Agreement, dated June 9,
2009, or pursuant to any similar provision of any other Registration Rights
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 Rights Agreement.


 


“Purchase Agreement” means the Purchase Agreement, dated May 27,
2009, between the Company, the Guarantors listed on Schedule II thereto and the
Initial Purchasers relating to the Initial Securities, or any similar agreement
relating to any future sale of Additional 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 Rights Agreement, to certain Holders of Initial
Securities, to issue and deliver to such Holders, in exchange for the Initial
or Additional Securities, as the case may be, a like aggregate principal amount
of Exchange Securities registered under the Securities Act.


 


“Registration Rights Agreement” means the Registration Rights
Agreement, dated June 9, 2009, between the Company, the Guarantors and the
Initial Purchasers relating to the Initial Securities, or any similar agreement
relating to any Additional Securities.


 


“Regulation S” means Regulation S under the Securities Act.


 


“Regulation S Securities” means all Initial Securities
offered and sold outside the United States in reliance on Regulation S.


 


“Restricted Securities Legend” means any of the restricted
securities legends set forth in Section 2.3(e)(i) herein.


 


“Rule 144A” means Rule 144A under the Securities
Act.


 


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


 


“Securities” means the Initial Securities, the Additional
Securities, the Exchange Securities and the Private Exchange Securities,
treated as a single class.


 


A-2

















 


“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, Additional Securities or Private Exchange Securities pursuant to a
Registration Rights 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(e)(i) hereto.


 


1.1                                 Other Definitions.


 


	
  Term

  	
   

  	
  Defined in Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Agent
  Members”

  	
   

  	
  2.1(b)

  	
   

  
	
  “Global
  Security”

  	
   

  	
  2.1(b)

  	
   

  
	
  “Regulation
  S Global Security”

  	
   

  	
  2.1(b)

  	
   

  
	
  “Rule 144A
  Global Security”

  	
   

  	
  2.1(b)

  	
   

  



 


II.                                     THE SECURITIES


 


2.1                                 Form and
Dating.  (a)  The Initial
Securities and any Additional 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 and any Additional Securities
will be resold, initially only to QIBs in reliance on Rule 144A and to
non-U.S. persons in reliance on Regulation S. 
Initial Securities and Additional Securities so issued may thereafter be
transferred to, among others, QIBs and purchasers in reliance on Regulation S,
subject to the restrictions on transfers set forth herein.


 


(b)                                 Global
Securities.  Rule 144A
Securities shall be issued initially in the form of one or more permanent
global Securities in definitive, fully registered form (collectively, the “Rule 144A
Global Security”) and Regulation S Securities shall be issued initially in
the form of one or more global Regulation S Global Securities (collectively,
the “Regulation S Global Security”), in each case without interest
coupons and bearing the Global Securities Legend and Restricted Securities
Legend, which shall be deposited on behalf of the purchasers of the Securities
represented thereby with the Securities Custodian, and registered in the name
of the Depositary or a nominee of the Depositary, duly executed by the Company
and authenticated by the Trustee as provided in this Indenture.  The Rule 144A Global Security and the
Regulation S Global Security are each referred to herein as a “Global
Security” and are collectively referred to herein as “Global Securities”;
provided that the term “Global Security”
when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall
also include any Security in global form issued in connection with a Registered
Exchange Offer.  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 Depositary or its
nominee and on the schedules thereto as hereinafter provided.


 


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(c)                                  Book-Entry
Provisions.  This Section 2.1(c) shall
apply only to a Global Security deposited with or on behalf of the Depositary.


 


The
Company shall execute and the Trustee shall, in accordance with this Section 2.1(c) 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.


 


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.


 


(d)                                 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: (a) Initial
Securities for original issue in an aggregate principal amount of $600,000,000,
(b) any Additional Securities, if and when issued pursuant to the
Indenture; and (c) the Exchange Securities for issue only in a Registered
Exchange Offer or a Private Exchange, respectively, pursuant to a Registration
Rights Agreement, for a like principal amount of Initial Securities or
Additional 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, Additional 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:


 


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


 


(ii)                                  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


 


A-4
















 


such transaction are met; provided, however, that the Definitive Securities surrendered for
transfer or exchange:


 


(1)           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


 


(2)           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 or
pursuant to or in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904,
(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(e)(i).


 


(b)           Restrictions on Transfer
of a Definitive Security for a Beneficial Interest in a Global Security.  A Definitive Security may not be exchanged
for a beneficial interest in a Global Security except upon satisfaction of the
requirements set forth below.  Upon
receipt by the Trustee of a Definitive Security, duly endorsed or accompanied
by a written instrument of transfer in form reasonably satisfactory to the
Company and the Registrar, together with;


 


(i)            certification
(in the form set forth on the reverse side of the Initial Security) that such
Definitive Security is being transferred (1) to a QIB in accordance with Rule 144A
or (2) outside the United States in an offshore transaction within the
meaning of Regulation S and in compliance with Rule 904 under the
Securities Act, which certification shall be accompanied by a signed letter
substantially in the form of Exhibit B; and


 


(ii)           written
instructions directing the Trustee to make, or to direct the Securities
Custodian to make, an adjustment on its books and records with respect to such
Global Security to reflect an increase in the aggregate principal amount of the
Securities represented by the Global Security, such instructions to contain
information regarding the Depositary account to be credited with such increase,


 


A-5

















 


then the Trustee shall cancel such Definitive Security and cause, or
direct the Securities Custodian to cause, in accordance with the standing
instructions and procedures existing between the Depositary and the Securities
Custodian, the aggregate principal amount of Securities represented by the
Global Security to be increased by the aggregate principal amount of the
Definitive Security to be exchanged and shall credit or cause to be credited to
the account of the Person specified in such instructions a beneficial interest
in the Global Security equal to the principal amount of the Definitive Security
so canceled.  If no Global Securities are
then outstanding and the Global Security has not been previously exchanged for
certificated securities pursuant to Section 2.4, the Company shall issue
and the Trustee shall authenticate, upon written order of the Company in the
form of an Officers’ Certificate, a new Global Security in the appropriate
principal amount.


 


(c)           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.  Transfers by an owner
of a beneficial interest in the Rule 144A Global Security to a transferee
who takes delivery of such interest through the Regulation S Global Security,
whether before or after the expiration of the Distribution Compliance Period,
shall be made only upon receipt by the Trustee of a certification in the form
provided on the reverse of the Initial Securities from the transferor to the
effect that such transfer is being made in accordance with Regulation S or (if
available) Rule 144 under the Securities Act or pursuant to and in
compliance with the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and that, if such transfer is being made prior
to the expiration of the Distribution Compliance Period, the interest
transferred shall be held immediately thereafter through Euroclear or
Clearstream.


 


(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.


 


(iii)          Notwithstanding
any other provisions of this Exhibit 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 


 


A-6

















 


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 or Additional
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.


 


(d)           Restrictions on Transfer
of Regulation S Global Security. 
(i)  Prior to the expiration of the Distribution Compliance Period,
interests in the Regulation S Global Security may only be held through
Euroclear or Clearstream.  During the
Distribution Compliance Period, beneficial ownership interests in the
Regulation S Global Security may only be sold, pledged or transferred through
Euroclear or Clearstream in accordance with the Applicable Procedures and only (1) so
long as such security is eligible for resale pursuant to Rule 144A, to a
person whom the selling holder reasonably believes is a QIB that purchases for
its own account or for the account of a QIB to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, (2) in
an offshore transaction in accordance with Regulation S, (3) pursuant to
an exemption from registration under the Securities Act provided by Rule 144
(if applicable) under the Securities Act, or (4) pursuant to an effective
registration statement under the Securities Act, in each case in accordance
with any applicable securities laws of any state of the United States.  Prior to the expiration of the Distribution
Compliance Period, transfers by an owner of a beneficial interest in the
Regulation S Global Security to a transferee who takes delivery of such
interest through the Rule 144A Global Security shall be made only in
accordance with Applicable Procedures and upon receipt by the Trustee of a
written certification from the transferor of the beneficial interest in the
form provided on the reverse of the Initial Security to the effect that such
transfer is being made to a QIB within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A.  Such written certification shall no longer be
required after the expiration of the Distribution Compliance Period.


 


(ii)           Upon
the expiration of the Distribution Compliance Period, beneficial ownership
interests in the Regulation S Global Security shall be transferable in
accordance with applicable law and the other terms of this Indenture.


 


(e)           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
the Regulation S Global Security (prior to the expiration of the Distribution
Compliance Period) (and all Securities issued in exchange therefor or in
substitution thereof), shall bear a legend in substantially the following form:


 


A-7

















 


THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


 


THE
HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN
THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR
(IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF
THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


Prior
to the Distribution Compliance Period, each Regulation S Global Security will
also bear the following additional legend:


 


THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY
EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS
GIVEN TO THEM IN 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 or pursuant to and in compliance with an exemption
from the 


 


A-8

















 


registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904:


 


(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 or in reliance on an
exemption from the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 (such certification to be in the form set forth
on the reverse of the Initial Security).


 


(iii)          After
a transfer of any Initial Securities, Additional 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,
Additional Securities or Private Exchange Securities, all requirements
pertaining to 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, Additional
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 or Additional Securities pursuant to which certain Holders of such
Initial Securities or Additional Securities are offered Exchange Securities in
exchange for their Initial Securities, Additional Securities, or Exchange
Securities in global form without restrictive legends will be available to
Holders or beneficial owners that exchange such Initial Securities or
Additional 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
or Additional Securities pursuant to which Holders of such Initial Securities
or Additional Securities are offered Private Exchange Securities in exchange
for their Initial Securities or Additional Securities, as the case may be, 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 Appendix I


 


A-9

















 


hereto will be available to Holders that exchange such Initial
Securities or Additional Securities in such Private Exchange.


 


(vi)          Upon
a sale or transfer after the expiration of the Distribution Compliance Period
of any Initial Security acquired pursuant to Regulation S, all requirements
that such Initial Security bear any Restricted Securities Legend shall cease to
apply and the requirements requiring any such Initial Security be issued in
global form shall continue to apply.


 


(f)            Cancellation 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 cancellation or retained and canceled by the Trustee.  At any time prior to such cancellation, 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.


 


(g)           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.


 


(ii)           No
service charge shall be made for any registration of transfer or exchange, but
the Company or the Trustee 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 registration of transfer pursuant
to Sections 3.06, 4.10 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 registration of transfer or exchange pursuant to the
terms of this Indenture shall evidence the same debt and shall be entitled 


 


A-10

















 


to the same benefits under this Indenture as the Securities surrendered
upon such registration of transfer or exchange.


 


(h)           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.


 


(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)           Any Global Security deposited with the Depository or with
the Trustee as Securities Custodian pursuant to Section 2.1(b) 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 


 


A-11

















 


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


 


A-12

















 


APPENDIX I


To EXHIBIT 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.


 


[Transfer Restricted
Securities Legend]


 


THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


 


THE HOLDER OF THIS
SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER
THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
CASES (I) 


 


A-13

















 


THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.


 


[Regulation
S Legend]


 


THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY
EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS
GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.


 


[Definitive
Securities 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.


 


A-14
















 


[FORM OF
FACE OF INITIAL SECURITY]


 


8.75%
Senior Notes due 2019


 


	
  No.  R-

  	
   

  	
  CUSIP No.

  
	
   

  	
   

  	
  ISIN

  



 


AMC
ENTERTAINMENT INC., a Delaware corporation, promises to pay to Cede &
Co., or registered assigns, the principal sum of
                       
Dollars (         ) on June 1,
2019.


 


Interest
Payment Dates: June 1 and December 1, commencing December 1.
2009.


 


Record
Dates:  May 15 and November 15.


 


A-15

















 


IN
WITNESS WHEREOF, the parties have caused this instrument to be duly executed as
of the          day of
                        ,
2009.


 


	
   

  	
  AMC ENTERTAINMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


 


U.S. Bank National Association as Trustee, certifies that

this is one of the Securities referred to in the

Indenture.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  



 


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


 


A-16

















 


[FORM OF
REVERSE SIDE OF INITIAL SECURITY]


 


8.75%
Senior Note due 2019


 


1.             Interest.
(a).  AMC Entertainment Inc., a Delaware
corporation (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 June 1 and December 1 of each year, commencing December 1,
2009, 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 the date of
issuance.  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 Rights Agreement, dated as of June 9, 2009,
among the Company, the Guarantors party thereto and the Initial Purchasers
named therein (the “Registration Rights Agreement”).  The Special Interest (as defined in the
Registration Rights Agreement), if any, will be payable in cash semiannually in
arrears each June 1 and December 1, in immediately available
funds.](1)


 


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 May 15 or November 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,
U.S. Bank National Association (the “Trustee”), will act as Paying Agent
and Registrar.  The Company may appoint
and change any Paying Agent, Registrar or co-registrar 


 






(1) Section 1(b) to be included only in
Initial Securities.


 


A-17

















 


without notice. 
The Company or any of its domestic 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 June 9, 2009
(the “Indenture”), among the Company, the Guarantors party thereto from
time to time 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 Holders are referred to the Indenture and the TIA for a statement of those
terms.


 


The
Securities are senior unsecured obligations of the Company and can be issued in
an initial amount of up to $600,000,000 and additional amounts as part of the
same series or new series under the Indenture which are unlimited (subject to
Sections 2.01 and 2.10 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, create liens 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 June 1,
2014.  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 June 1 of the years set forth below:


 


	
  Period

  	
   

  	
  Redemption Price

  	
   

  
	
  2014

  	
   

  	
  104.375

  	
  %

  
	
  2015

  	
   

  	
  102.917

  	
  %

  
	
  2016

  	
   

  	
  101.458

  	
  %

  
	
  2017
  and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Prior
to June 1, 2012, the Company may on any one or more occasions redeem up to
35% of the original aggregate principal amount of the Securities with the Net
Cash Proceeds of one or more Equity Offerings at a redemption price of 108.750%
of the principal amount thereof, 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); provided that


 


A-18

















 


(1)                                  at least 65% of the original aggregate
principal amount of the Securities remains outstanding after each such
redemption; and


 


(2)                                  the redemption occurs within 90 days
after the closing of such Equity Offering.


 


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 its 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.             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 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.


 


9.             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.


 


10.           Persons Deemed Owners


 


The
registered Holder of this Security may be treated as the owner of it for all
purposes.


 


A-19

















 


11.           Unclaimed Money


 


If
money for the payment of principal, premium 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.


 


12.           Discharge and Defeasance


 


Subject
to certain conditions set forth in the Indenture, 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 Government Securities for the
payment of principal and interest on the Securities to redemption or maturity,
as the case may be.


 


13.           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 Holder 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 aggregate 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
add Guarantees with respect to the Securities; (v) to secure the
Securities; (vi) to add additional covenants of the Company or to
surrender rights and powers conferred on the Company; (vii) to make any
change that does not adversely affect the rights of any Holder; or (viii) to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA.


 


14.           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 


 


A-20

















 


not conflict with any judgment or decree, and if all
existing Events of Default have been cured or waived except non-payment of
principal or interest that has become due solely because of the acceleration.


 


15.           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.


 


16.           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 Holder waives and releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.


 


17.           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.


 


18.           Abbreviations


 


Customary
abbreviations may be used in the name of a Holder 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).


 


19.           Governing Law


 


THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


 


A-21

















 


20.           ISINs and CUSIP Numbers


 


Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
ISINs and/or CUSIP numbers to be printed on the Securities and has directed the
Trustee to use ISINs and/or CUSIP numbers in notices of redemption as a
convenience to Holders.  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.


 


A
Holder of Securities may upon written request and without charge to the Holder
receive a copy of the Indenture which has in it the text of this Security.  Requests may be made to: Kevin M. Connor,
General Counsel, 920 Main Street, Kansas City, Missouri 64105-1977.


 


A-22

















 


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.


 


A-23

















 


In
connection with any transfer of any of the Securities evidenced by this
certificate occurring while the Securities are Transfer Restricted Securities
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


 


o       (1) pursuant
to an effective registration statement under the Securities Act of 1933; or


 


o       (2) 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


 


o       (3) outside
the United States in an offshore transaction within the meaning of Regulation S
under the Securities Act of 1933 in compliance with Rule 904 under the
Securities Act of 1933; or


 


o       (4) pursuant
to another available exemption from registration provided by Rule 144
under the Securities Act of 1933; or


 


o       (5) (i) pursuant
to and in compliance with an exemption from the registration requirements of
the Securities Act of 1933 other than Rule 144, Rule 903 or Rule 904
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any State in the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act.


 


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 boxes (4) or (5) are 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.


 


A-24
















 


[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:


 


	
  Date
  of

  Exchange

  	
   

  	
  Amount of decrease

  in Principal Amount

  of this Global

  Security

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global

  Security

  	
   

  	
  Principal amount

  of this Global

  Security

  following such

  decrease or

  increase

  	
   

  	
  Signature of

  authorized signatory

  of Trustee or

  Securities Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-25

















 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If you
want to elect to have this Security purchased by the Company pursuant to Section 4.10
(Change of Control) of the Indenture, check the box:  o


 


If you
want to elect to have only part of this Security purchased by the Company
pursuant to Section 4.10 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.


 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.


 


The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as
amended, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not
to request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


 


	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  



 


A-26

















 


EXHIBIT B


 


Form of
Certificate To Be Delivered

in Connection with Transfers

Pursuant to Regulation S


 


U.S. Bank National Association


60 Livingston Avenue


St. Paul, Minnesota, 55107-1419


Attention:
[                   ]


 


Re:                               AMC Entertainment Inc. (the “Company”)
8.75% Senior Notes due 2019 (the “Securities”)


 


Ladies and Gentlemen:


 


In
connection with our proposed sale of $[     ]
aggregate principal amount of the Securities, we confirm that such sale has
been effected pursuant to and in accordance with Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, we represent that:


 


(1)                                  the offer of the Securities was not made
to a person in the United States;


 


(2)                                  either (a) at the time the buy offer
was originated, the transferee was outside the United States or we and any
person acting on our behalf reasonably believed that the transferee was outside
the United States, or (b) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither we nor
any person acting on our behalf knows that the transaction has been prearranged
with a buyer in the United States;


 


(3)                                  no directed selling efforts have been
made in the United States in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S, as applicable;


 


(4)                                  the transaction is not part of a plan or
scheme to evade the registration requirements of the Securities Act; and


 


(5)                                  we have advised the transferee of the
transfer restrictions applicable to the Securities.


 


B-1

















 


You,
the Company and counsel for the Company are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. 
Terms used in this certificate have the meanings set forth in Regulation
S.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  	
   

  
					



 


B-2

















 


EXHIBIT C


 


FORM OF
SUPPLEMENTAL INDENTURE TO ADD GUARANTORS


 


This
Supplemental Indenture, dated as of
[              
      ], 20      
(this “Supplemental Indenture” or “Guarantee”), among [name of future Guarantor] (the “Subsidiary Guarantor”),
AMC Entertainment Inc. (together with its successors and assigns, the “Company”),
each other then existing Guarantor under the Indenture referred to below, and
U.S. Bank 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 June 9, 2009 (as amended, supplemented, waived
or otherwise modified, the “Indenture”), providing for the issuance of
8.75% Senior  Notes due 2019 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 Credit Agreement,
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 1.1                                                  Defined Terms. 
As used in this Supplemental Indenture, terms defined in the Indenture
or in the preamble or recital hereto are used herein as therein defined, except
that the term “Holders” in this Guarantee shall refer to the term “Holders”
as defined in the Indenture and the Trustee acting on behalf or for the benefit
of such Holders.  The words “herein,” “hereof”
and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.


 


C-1

















 


ARTICLE
II


 


Agreement
to be Bound; Guarantee


 


SECTION 2.1                                                  Agreement to be Bound. 
The Subsidiary Guarantor hereby becomes a party to the Indenture as a
Guarantor and as such will have all of the rights and be subject to all of the
obligations and agreements of a Guarantor under the Indenture.  The Subsidiary Guarantor agrees to be bound
by all of the provisions of the Indenture applicable to a Guarantor and to
perform all of the obligations and agreements of a Guarantor under the
Indenture.


 


SECTION 2.2                                                  Guarantee.  The
Subsidiary Guarantor agrees, on a joint and several basis with all the existing
Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder
of the Securities and the Trustee the Guarantor Obligations pursuant to Article Ten
of the Indenture on a senior basis.


 


ARTICLE
III


 


Miscellaneous


 


SECTION 3.1                                                  Notices.  All notices
and other communications to the Subsidiary Guarantor shall be given as provided
in the Indenture to the Subsidiary Guarantor, at its address set forth below,
with a copy to the Company as provided in the Indenture for notices to the
Company.


 


SECTION 3.2                                                  Parties.  Nothing
expressed or mentioned herein is intended or shall be construed to give any
Person, firm or corporation, other than the Holders and the Trustee, any legal
or equitable right, remedy or claim under or in respect of this Supplemental  indenture or the Indenture or any provision
herein or therein contained.


 


SECTION 3.3                                                  Governing Law. 
This Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.


 


SECTION 3.4                                                  Ratification of Indenture; Supplemental
Indentures Part of Indenture.  Except as
expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect.  This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder
of Securities heretofore or hereafter authenticated and delivered shall be
bound hereby.


 


SECTION 3.5                                                  Trustee not Responsible. 
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this [First] Supplemental Indenture
or for or in respect of the recitals contained herein, all of which are made
solely by the Company and the Guarantors.


 


SECTION 3.6                                                  Counterparts. 
The parties hereto may sign one or more copies of this Supplemental
Indenture in counterparts, all of which together shall constitute one and the
same agreement.


 


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SECTION 3.7                                                  Headings.  The headings
of the Articles and the Sections in this Guarantee are for convenience of
reference only and shall not be deemed to alter or affect the meaning or
interpretation of any provisions hereof.


 


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


 


	
   

  	
  [GUARANTOR],

  
	
   

  	
  as a Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
  [Address]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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EXHIBIT D


 


SUBSIDIARY
GUARANTEE


 


Each
of the undersigned (the “Guarantors”) hereby jointly and severally
unconditionally guarantees, to the extent set forth in the Indenture dated as
of June 9, 2009 by and among AMC Entertainment Inc., a Delaware
corporation, as issuer (the “Company”) and HSBC Bank USA, National
Association as Trustee (as amended, restated or supplemented from time to  time, the “Indenture”), and subject to
the provisions of the Indenture, (a) the due and punctual  payment of the principal of, and premium, if
any, and interest on the Securities, when and as the same shall become due and
payable, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on overdue principal of, and premium and, to the
extent permitted by law, interest, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee, all in
accordance with the terms set forth in Article Ten of the Indenture, and (b) in
case of any extension of time of payment or renewal of any Securities or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.


 


The
obligations of the Guarantors to the Holders and to the Trustee pursuant to
this Subsidiary Guarantee and the Indenture are expressly set forth in Article Ten
of the Indenture, and reference is hereby made to the Indenture for the precise
terms and limitations of this Subsidiary Guarantee.  This Guarantee is subject to release as and
to the extent set forth in Sections 8.01, 8.02 and 10.03 of the Indenture.  Each Holder of the Security to which this
Subsidiary Guarantee is endorsed, by accepting such Security, agrees to and
shall be bound by such provisions. 
Capitalized terms used herein and not defined are used herein as so
defined in the Indenture.


 


[Signatures on
Following Pages]


 


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


 


 


	
   

  	
  [GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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