EXHIBIT 10.2

AMC ENTERTAINMENT INC.
106 W. 14th Street, Suite 2000
Kansas City, Missouri 64105

December 6, 2001

GC Companies, Inc.
1300 Boylston Street
Chestnut Hill, Massachusetts 02467

Attn:	G. Gail Edwards
President and Chief Operating Officer

Dear Ms. Edwards:

The purpose of this letter of intent ("Letter") is to set forth
certain non-binding understandings and certain binding agreements between
AMC Entertainment Inc., a Delaware corporation ("AMCE" or "we"), and GC
Companies, Inc., a Delaware corporation ("GCX" or "you"), and its
affiliated debtors and debtors in possession (collectively, the "GCX
Debtors") in cases under chapter 11 of the United States Bankruptcy Code
that are currently pending the United States Bankruptcy Court for the
District of Delaware (the "Court") as case nos. 00-3897 (EIK) to 00-3927
(EIK) (the "Chapter 11 Cases"), with respect to AMCE's acquisition of newly
issued shares of GCX common stock ("New GCX Stock"), representing 100% of
the outstanding capital stock of GCX as reorganized pursuant to a plan of
reorganization in form and substance reasonably satisfactory to AMCE in the
good faith exercise of its discretion that (i) is in all respects
consistent with this Letter and the Term Sheet (as defined below), (ii)
does not impose on AMCE any liabilities or obligations in addition to or
other than those provided in this Letter and the Term Sheet and (iii)
contains such other provisions that AMCE reasonably deems necessary to
protect AMCE (the "Plan"), on the terms and conditions described in this
Letter (collectively, the "Proposed Transaction").

Sections 1 and 2 reflect our understanding with respect to the
matters described in them, but are not to constitute a complete
statement of, or a legally binding or enforceable agreement or
commitment on the part of, AMCE or the GCX Debtors with respect to the
matters described therein.

	1.	Purchase of GCX and Subsidiaries.

(a) On the terms and subject to the conditions (which will be
substantially in accordance with this Letter and the Term
Sheet) to be set forth in a definitive, legally binding,
written agreement to be negotiated and entered into by AMCE
and GCX with the approval of AMCE's Board of Directors and
GCX's Board of Directors (the "Agreement") and the Plan
(collectively, the "Transaction Documents"), AMCE intends to
acquire substantially all of the assets, properties and
business (the "GCX Business and Assets") of GCX and its
subsidiaries through (i) AMCE's acquisition of the New GCX
Stock on the effective date of the Plan (the "Effective
Date"), (ii) acquisition by a designated AMCE subsidiary of
all of the stock of General Cinema International, Inc., and
(iii) acquisition by a designated AMCE subsidiary of all or
such portion of the stock of reorganized GCC Investments,
Inc. as is determined under the treatment of GCX common
stock holders as described in the Term Sheet.

(b) The Transaction Documents will provide that, at the
Effective Date, the consideration specified in the Term
Sheet for the acquisition of GCX by AMCE attached hereto as
Exhibit I (the "Term Sheet") will be issued to or for the
benefit of the claimants and equity holders in the Chapter
11 Cases as provided in the Plan.

(c) The Transaction Documents will provide that, at the
Effective Date, the lessee of each of the domestic theatre
leases that is assumed under the Plan shall be a single
domestic operating corporation named "General Cinema
Theatres, Inc." ("Reorganized GCT") that will be a wholly-
owned subsidiary of Reorganized GCX, except (i) as otherwise
determined by AMCE in its sole discretion or (ii) to the
extent any such lease is assigned to Reorganized GCT, if the
counterparty to such a contract or lease objects to such
assignment and the Court does not approve such assignment
(in which case the lessee will be the existing GCX Debtor
that is lessee under such lease).

(d) The Transaction Documents will provide that, to the extent
that on the Effective Date GCX has insufficient cash to
repay GCX's debtor-in possession credit facility in full and
to pay any unpaid "Deduction Claims" (as defined in the Term
Sheet), AMCE will fund the shortfall.  AMCE also will
provide GCX, for presentation to the Court at the Plan
confirmation hearing, evidence to support a finding by the
Court that the working capital feasibility requirements for
the Plan under Section 1129(a)(11) of the Bankruptcy Code
are met.

	2.	Other Provisions.

		The Agreement will contain usual and customary
representations, warranties, covenants and other agreements on behalf of
GCX.  In addition, AMCE's obligation to consummate the Proposed
Transaction will be subject to satisfaction or waiver by AMCE of usual
and customary conditions (in any event, not to include due diligence)
prior to the Effective Date, including:

(a) Confirmation of the Plan by the Court (which condition may
not be waived by AMCE);

(b) The confirmed Plan and the confirmation order therefor shall
be satisfactory to AMCE in form and substance, provided that
the Plan includes terms that are substantially the same as
the terms set forth in the Term Sheet;

(c) No material adverse change in the GCX Business and Assets
between August 1, 2001 and the Effective Date, except for
such changes that (i) are in the ordinary course of the
operation of the GCX Business and Assets (taking into
account the seasonality of GCX's business and the Chapter 11
reorganization), (ii) are contemplated by the Plan, or (iii)
occur as a result of the September 11, 2001 terrorist
attacks, general economic conditions in South America or
currency fluctuations with respect to South American
countries;

(d) The Transaction Documents and other definitive documentation
shall be in form and substance reasonably satisfactory to
AMCE;

(e) Each material executory contract and unexpired lease (which
includes all theatre leases) of any GCX Debtor not
previously assumed, rejected or deemed to have been rejected
shall have been assumed, rejected or assumed and assigned to
a GCX or AMCE subsidiary designated by AMCE, as determined
by AMCE in its sole discretion, except (i) as otherwise
provided in the Term Sheet or (ii) if the counterparty to
such a contract or lease objects to any such assignment and
the Court does not approve such assignment.  Each such
executory contract and unexpired lease shall have been
assumed, rejected or assumed and assigned, as the case may
be, as designated by AMCE, by a final Court order
satisfactory to AMCE, which may be the Court order
confirming the Plan;

(f) Satisfaction of the JV Loan Purchase Condition described in
the Term Sheet; provided, that the JV Loan Purchase
Condition shall be deemed to be waived (unless otherwise
agreed by GCX and AMCE) if the SA Lenders (as defined in the
Term Sheet) have not entered into a binding agreement
satisfactory to AMCE regarding satisfaction of the JV Loan
Purchase Condition at least one day prior to the Court
hearing for the LOI Order (as defined below), and AMCE has
not terminated its obligations under this Letter as a result
of the absence of such agreement;

(g) Each of the lease amendments referenced in the table below
shall have become effective:

PROPERTY                             STATUS OF AMENDMENT
Irving Mall, Irving, Texas (Unit 984)
Fully executed, but not effective until Tenant assumes the
Lease; but if the Lease is not assumed on or before December
31, 2001, the Amendment is null and void.

Barton Creek, Austin, Texas (Unit 982)
Fully executed, but not effective until Tenant assumes the
Lease; but if the Lease is not assumed on or before December
31, 2001, the Amendment is null and void.

Franklin Mills, Philadelphia, Pennsylvania (Unit 965)
Amendment is fully executed but not effective until Tenant
assumes Lease in bankruptcy.

(h) The GCX Business and Assets at the Effective Date shall be
substantially the same as the GC Business and Assets
reflected in GCX's consolidated financial statements at July
31, 2001 (taking into account the seasonality of GCX's
business and the Chapter 11 reorganization), and GCX shall
have operated the GCX Business and Assets in the ordinary
course (taking into account the seasonality of GCX's
business and the Chapter 11 reorganization) and paid ongoing
ordinary course liabilities (including estimated taxes and
assessments) consistent with past practices and GCX's Debtor
in Possession Financing Budget and Cash Flow Projection
dated November 5, 2001, except for any agreed-upon changes
contemplated by the Transaction Documents or that are
authorized by AMCE in accordance with that certain Interim
Operating Agreement entered into by AMCE and GCX as of this
date (the "IOA").

(i) Obtaining all necessary material consents or approvals of
governmental bodies, lenders, lessors or other third
parties;

(j) There shall be no pending or threatened litigation
challenging or seeking to modify the Plan or any provision
thereof, or that is likely in AMCE's reasonable judgment to
have a material adverse effect upon the GC Business and
Assets;

(k) GCX's representations and warranties in the Agreement shall
be true in all material respects; and

(l) Issuance of the New GCX Stock, filing of an Amended and
Restated Certificate of Incorporation for Reorganized GCX,
adoption of Amended and Restated Bylaws of GCX, consummation
of the restructuring contemplated by Section 1(c) above,
delivery of certified copies of the Confirmation Order and
the docket in the Chapter 11 Cases demonstrating that the
Confirmation Order has become a final, non-appealable order
of the Court and such other documents of conveyance, closing
certificates and other documentation as AMCE may reasonably
request.

	3.	Binding Agreements.  Upon execution of counterparts of this
Letter by you, the following lettered paragraphs of this Section 3 will
constitute the legally binding and enforceable agreement of AMCE and GCX
(in recognition of the significant costs to be borne by AMCE and GCX in
pursuing this transaction and further in consideration of their mutual
undertakings as to the matters described herein).

		(a)	Access.  Subject to the terms set forth in paragraph
(j) below respecting confidentiality and certain other matters, GCX, on
reasonable notice, will afford AMCE's employees, auditors, legal counsel
and other authorized representatives all reasonable opportunity and
access during normal business hours to inspect, investigate and audit in
a reasonable manner the GC Business and Assets and to meet with GCX
personnel before the Effective Date.

		(b)	Consents.  AMCE and GCX will cooperate with one
another and proceed, as promptly as is reasonably practicable, to seek
to obtain all necessary material consents and approvals from
governmental bodies, lenders, landlords and third parties necessary to
consummate the Proposed Transaction, and to endeavor to comply with all
other legal or contractual requirements for or preconditions to the
execution and consummation of the Transaction Documents and the Proposed
Transaction.  Without limiting the generality of the foregoing, GCX and
AMCE shall file premerger notification under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Filing"), as
soon as reasonably practicable after execution of this Letter, but in
any event within twenty (20) days following the earlier to occur of (i)
Court approval of this Letter and the IOA, or (ii) GCX filing the Plan
with the Court.

		(c)	Definitive Agreement.  AMCE and GCX will negotiate in
good faith to arrive at a mutually acceptable definitive Agreement for
approval, execution, and delivery on the earliest reasonably practicable
date, but not later than December 21, 2001, subject to extension as
provided in paragraph (d) below.

		(d)	Bankruptcy Process.  GCX shall file a motion seeking
an order of the Court approving the binding agreements contained in this
Letter and the IOA (the "LOI Order") within three (3) business days
after execution thereof, which motion shall be reasonably acceptable to
AMCE in form and substance in the good faith exercise of its discretion.
The LOI Order shall specifically provide for the Termination Payments
provided for in paragraph (f)(ii) below and shall otherwise be
reasonably satisfactory to AMCE in the good faith exercise of its
discretion.

AMCE, GCX and the Committee of Unsecured Creditors in the
Chapter 11 Cases (the "Committee") will cooperate in the preparation of
the Plan, the disclosure statement therefor (the "Disclosure
Statement"), the forms of ballots, solicitation procedures and Plan
related procedures (collectively, the "Plan Procedures") and will use
commercially reasonable efforts (which shall not be interpreted to
require AMCE or GCX to pay any amount other its own attorneys' fees) to
obtain Court approval and confirmation of the Agreement, Plan,
Disclosure Statement and Plan Procedures and to implement the Plan in
accordance with the following schedule:

(i)	The Court shall have entered the LOI Order, in form
and substance reasonably satisfactory to AMCE in the
good faith exercise of its discretion, on or before
January 15, 2002.

(ii) The Plan, Disclosure Statement and Plan Procedures
shall have been filed with the Court on or before
December 21, 2001.

(iii) The SA Lenders (as defined in the Term Sheet) shall
have entered into a binding agreement satisfactory to
AMCE regarding satisfaction of the JV Loan Purchase
Condition described in the Term Sheet at least one day
prior to the Court hearing for the LOI Order.

(iv) A Court order approving the adequacy of the Disclosure
Statement shall have been entered on or before
February 25, 2002.

(v) The applicable waiting period for the HSR Filing shall
have expired or been terminated early, without the
initiation of any enforcement action and without the
imposition of any conditions on the Proposed
Transaction by the Federal Trade Commission or the
Antitrust Division of the Department of Justice, not
less than five (5) days prior to the confirmation
hearing for the Plan.

(vi)	A Court order confirming the Plan (the "Confirmation
Order") shall have been entered on or before March 20,
2002.

(vii)	The Confirmation Order shall have become a final,
nonappealable order on or before April 1, 2002.

If AMCE is not in breach of its obligations under this
Letter, AMCE may extend any of the dates set forth in any or all of
clauses (i)-(vii) above, inclusive, or paragraph (c) above, for a period
of up to thirty days, by giving written notice of such election to GCX
and the Principal Claimants (as defined below) on or before the
applicable date being extended.  If GCX is not in breach of its
obligations under this Letter, GCX and the Committee may jointly extend
any of the dates set forth in any or all of clauses (i)-(vii) above,
inclusive, or paragraph (c) above, for a period of up to thirty days, by
giving written notice of such election to AMCE and the Principal
Claimants (as defined below) on or before the applicable date being
extended.

		(e)	Exclusivity.  GCX acknowledges that AMCE has expended
and will continue to expend considerable time and money in developing
the Proposed Transaction, which it is not prepared to continue
expending, however, except upon the terms hereof, including the
provisions of this paragraph (e).

(i) Nonsolicitation.  Neither GCX nor any of its
respective directors, employees, accountants or other
agents and representatives (collectively,
"Representatives") shall, directly or indirectly,
solicit a competitive bid or proposal from a third
party to purchase all or any portion of the GCX
Business and Assets or the New GCX Stock, whether in a
separate transaction or as part of a plan of
reorganization for GCX (a "Third Party Plan"), or
engage in or continue any discussions or negotiations
with any party that has made or who may make such a
competitive bid for such New GCX Stock or the Assets.

(ii) Unsolicited Proposals.  Notwithstanding subparagraph
(i), GCX may consider an unsolicited Third Party Plan
if and only if the Court finds that (A) the Third
Party Plan would provide for a material increase in
the aggregate value of the consideration being paid
for all of the GCX Business and Assets compared to the
Plan, (B) the Third Party Plan is fully-financed and
the third party is otherwise capable of performing its
obligations thereunder, and (C) GCX may consider the
Third Party Plan.

(iii) Support Agreements.  GCX acknowledges that certain
claimants and parties in interest in the Chapter 11
Cases, to wit: General Electric Capital Corporation,
Harcourt General, Inc. and the Committee
(collectively, the "Principal Claimants"), have
entered into support agreements with AMCE with respect
to the Plan (the "Support Agreements") that obligate
the Principal Claimants to support the Plan and
prevent the Principal Claimants from supporting a
Third Party Plan, subject to the terms and conditions
of the Support Agreements.

(f)	Termination.  GCX acknowledges that AMCE has expended
and will continue to expend considerable time and money in developing
the Proposed Transaction, which it is not prepared to continue
expending, however, except upon the terms hereof, including the
provisions of this paragraph (f).

(i) Grounds for Termination.  This Letter may be
terminated (A) by AMCE, at AMCE's sole discretion,
promptly following the passing of the applicable
deadline upon written notice to GCX and the Principal
Claimants if, through no material fault of AMCE, any
event specified to occur as of a certain date in
paragraphs (c) or (d) above has not occurred as of
such date, including any extensions, or (B) by the
non-breaching party due to material breach of this
Letter by the other party if the breaching party does
not cure such breach within thirty (30) days after
written notice from the non-breaching party.  Upon any
such termination, any obligations under this Letter
will terminate and no party shall have any liability
whatsoever to any other party; provided, however, that
notwithstanding any such termination, GCX shall remain
liable for payment of the Termination Payments to the
extent required under the terms of subparagraph (ii)
below.  The Termination Payments shall be the sole and
exclusive remedy for monetary damages upon the
termination or breach of this Letter, the IOA or the
Agreement; provided, that nothing in this Letter shall
limit the availability of any equitable remedies,
including specific performance, available to AMCE upon
GCX's breach of this Letter, the IOA or the Agreement,
unless AMCE in fact terminates this Letter, the IOA,
the Agreement and the Support Agreements due to such
breach and receives the Termination Payments provided
in the last sentence of paragraph (f)(ii) below.

(ii) Termination Payments.  AMCE will be entitled to the
payment from the GCX Debtors' estates of a termination
fee of $2.5 million (the "Termination Fee") and
reimbursement of reasonable and documented out-of-
pocket expenses incurred in connection with AMCE's
efforts to acquire the GCX Assets and Business, the
Term Sheet, the Support Agreements, the Plan and the
Proposed Transaction, including the reasonable fees
and expenses of AMCE's professionals (the "Expense
Reimbursement"), such Expense Reimbursement not to
exceed $750,000  (the Termination Fee and the Expense
Reimbursement being collectively the "Termination
Payments"), if:  (A) GCX seeks approval of, or the
Court approves, any agreement with a third party for
the sale of all or any part of the business or assets
of GCX; (B) the Plan is not confirmed because GCX
seeks confirmation of, or the Court confirms, a
chapter 11 plan other than the Plan; (C) (1) AMCE does
not terminate this Letter pursuant to clauses (i)-(iv)
inclusive of Section 3(d), and (2) an order of the
Court confirming the Plan is not entered on or before
May 1, 2002 or does not become a final, nonappealable
order on or before May 15, 2002, or if the Effective
Date does not occur on or before June 1, 2002; or (D)
AMCE terminates this Letter under subparagraph (i)
above (other than pursuant to clauses (i)-(iv)
inclusive of Section 3(d)); in each case other than
due to AMCE's breach of its obligations under this
Letter, the Agreement or the Support Agreements.
Notwithstanding anything in this Letter to the
contrary, AMCE shall not be entitled to (and shall
promptly return the Termination Payments if previously
received by AMCE) if the Plan is consummated.
Furthermore, notwithstanding anything in this Letter
to the contrary, if the event giving rise to the
Termination Payments is a result of GCX's intentional
and material breach of this Letter, the IOA or the
Agreement, the Termination Fee shall be $5 million
instead of $2.5 million and the Expense Reimbursement
shall not be limited to $750,000, such additional
amounts representing the parties reasonable and good
faith estimate of the liquidated damages accruing to
AMCE as the result of such a breach by GCX.

(iii) Status and Payment of Termination Payments.  The
obligation of the GCX Debtors to pay the Termination
Payments shall constitute an allowed administrative
claim against GCX under sections 503 and 507(a) of the
Bankruptcy Code.  The GCX Debtors shall pay the
Termination Payments within three (3) business days of
the occurrence of an event described in subparagraph
(ii) above.

		(g)	Costs.  Except as otherwise provided in paragraph
(f)(ii), AMCE and GCX will each be solely responsible for and bear all
of its own respective expenses, including expenses of legal counsel,
accountants and other advisers, incurred at any time in connection with
pursuing or consummating the Proposed Transaction.

		(h)	Miscellaneous. The terms set forth in this Letter are
a part of a comprehensive agreement, each element of which is an
integral aspect of the Proposed Transaction and, as such, are non-
severable.  Headings are for reference only and do not constitute part
of this Letter.  The words "includes" and "including" shall not be words
of limitation and shall be read to also add "without limitation."  This
Letter shall be governed by and construed in accordance with the
internal laws of the State of New York and any applicable provision of
the Bankruptcy Code, without regard to the principles of conflict of
laws that would provide for application of another law. Each of the
parties acknowledges and agrees that no failure or delay in exercising
any right, power or privilege hereunder will operate as a waiver
thereof, nor will any single or partial exercise thereof preclude any
other right, power or privilege hereunder. This Letter may be executed
in counterparts, each of which when taken together shall constitute an
original of this Letter. It is understood that this Letter does not
contain all matters upon which agreement must be reached in order for
the Proposed Transaction to be consummated; however, the provisions of
Section 3 of this Letter, are acknowledged and agreed to be fully
binding on the parties hereto.

	(i)	Public Disclosure. AMCE and GCX may provide copies of
this Letter and attachments to parties in interest in the Chapter 11
Cases and as otherwise necessary in connection with the Chapter 11
Cases.  AMCE and GCX also shall be entitled to file copies of this
Letter with the Court, the Securities and Exchange Commission, the HSR
Filing and any exchange upon which AMCE's or GCX's securities are
traded, and as otherwise required by law.  Subject to the foregoing,
neither AMCE nor GCX shall make any public release of information
regarding the matters contemplated herein except (i) that simultaneous
press releases in the form approved by AMCE and GCX in writing by fax or
by E-mail shall be issued by each of AMCE and GCX as promptly as is
practicable after the execution of this Letter and at such other times
as may be set forth in the Agreement, (ii) AMCE may issue one or more
press releases to the effect that it has entered into support agreements
with other creditors of the GCX Debtors, after consultation with GCX,
and (iii) that AMCE and GCX may each continue such communications with
employees, customers, suppliers, franchisees, lenders, lessors,
shareholders, and other particular groups as may be legally required or
necessary or appropriate and not inconsistent with the best interests of
the other party or the prompt consummation of the transactions
contemplated by this Letter, and (iii) as required by law, the Court,
with the Securities and Exchange Commission, the HSR Filing and any
exchange upon which AMCE's or GCX's securities are traded.

		(j)	Confidentiality.  AMCE agrees that, except as provided
in this Letter, that certain letter agreement respecting confidentiality
and nondisclosure dated June 29, 2001 between GCX and AMCE shall remain
in effect.  The provisions of this paragraph (j) shall survive the
termination of this Letter.

		(k)	Other Plan Provisions.   The Plan shall contain
customary release provisions with respect to directors, officers and
employees of the GCX Debtors, preserve any pre-petition claims of
directors, officers and employees of the GCX Debtors to the extent of
coverage therefor under GCX's existing Directors and Officers Insurance
Policy ("D&O Policy") and preserve the rights of the current GCX
directors and officers consistent with the GCX bylaws against
reorganized GCX with respect to advancement of legal fees and expenses
up to an aggregate maximum of $250,000 for all individuals, claims and
occurrences (subject to replenishment by any reimbursement received by
reorganized GCX from any source).  In addition, AMCE will fund the
procurement of "tail" coverage under the D&O Policy, up to a maximum
premium cost of $350,000, which amount will not be an Deduction Claim
within the meaning of the Term Sheet.

[Remainder of page intentionally blank]

We look forward to working with you on the Proposed Transaction.

Very truly yours,

AMC Entertainment Inc.


By: 	/s/  Peter C. Brown
Peter C. Brown
Chairman, Chief Executive Officer
and President


ACKNOWLEDGED AND AGREED TO:

GC Companies, Inc.


By: 	/s/  G. Gail Edwards
G. Gail Edwards
President and Chief Operating Officer



THE COMMITTEE OF UNSECURED CREDITORS
IN THE CHAPTER 11 CASES OF THE GCX DEBTORS


By:	/s/  William S. Kaye
	Name: William S. Kaye
	Title:	Chairman




GENERAL ELECTRIC CAPITAL CORPORATION


By:	/s/  Jeff Fitts
	Name: Jeff Fitts
Title:	Senior Risk Manager




HARCOURT GENERAL, INC.


By:	/s/  Paul Richardson
	Name: Paul Richardson
	Title:	Vice President

Please see attached


December 6, 2001

Term Sheet for the Acquisition of GC Companies, Inc. ("GCC") by AMC
Entertainment Inc. ("AMCE")


A.	Classification and Treatment of Claims and Interests
(a) Unclassified Claims (not entitled to vote)

Administrative Claims:
On the Effective Date, or as soon thereafter as practicable,
each holder of an Allowed Administrative Claim will receive
payment in full in cash of the unpaid portion of such Allowed
Administrative Claim.

DIP Financing Claims:
On the Effective Date, or as soon thereafter as practicable,
the holders thereof will receive payment in full in cash of
the Allowed DIP Financing Claims.

Priority Tax Claims:
At the option of AMCE, each holder of an Allowed Priority Tax
Claim  will receive either (i) payment in full in cash on the
Effective Date or as soon thereafter as practicable, or
(ii) payment over a six year period from the date of
assessment as provided in section 1129(a)(9)(C) of the
Bankruptcy Code with interest payable at 7% annually or at
such other rate agreed to by AMCE and the holder of such claim
or determined by the Bankruptcy Court; provided, however, that
any Allowed Priority Tax Claim for which any member of the
GECC Group is liable, the payment of which is demanded from
such member by the applicable taxing authority, shall be
payable upon the later of the date of such demand or the
Effective Date.




(b) Unimpaired Claims (deemed to accept)

Class 1?Other Priority Claims:
On the Effective Date, or as soon thereafter as practicable,
each holder of a Class 1 Claim will receive payment in full in
cash of such Allowed Other Priority Claim.


Class 2?Secured Claims other than Banks, Heller and GECC
Group:
As to each Class 2 Claim, at the option of AMCE, AMCE will
either (i) reinstate such Class 2 Claim by curing all
outstanding defaults with all legal, equitable, and
contractual rights remaining unaltered, except as permitted by
11 U.S.C. Section 1124(2), (ii) pay in full the allowed amount
of such Class 2 Claim in cash on the Effective Date or as soon
thereafter as practicable or (iii) satisfy such Class 2 Claim
by delivering to the claimant the collateral securing such
claim.


Class 3?Claims of Heller:
As to each Class 3 Claim, AMCE will reinstate such Class 3
Claim by curing all outstanding defaults and leaving all
legal, equitable, and contractual rights unaltered, except as
permitted by 11 U.S.C. Section 1124(2); provided, that, AMCE
shall have the right to pay such Allowed Class 3 Claim in full
in cash on the Effective Date, or as soon thereafter as
practicable, in full satisfaction of such Allowed Class 3
Claim.  For purposes of the foregoing, Heller shall be deemed
to have an allowed Class 3 Claim in the amount of $28,408,027
as of December 4, 2001, which amount shall be reduced by the
principal portion of any payments made by GCC through the
Effective Date.



(c) Impaired Claims (entitled to vote)

Class 4?Claims of Banks:
For purposes of the Plan, Fleet National Bank, N.A. ("Fleet")
and The Bank of Nova Scotia (collectively, the "Domestic
Banks") shall be deemed to have Allowed Class 4 Claims of
$44.6 million.  On the Effective Date, or as soon thereafter
as practicable, each holder of an Allowed Class 4 Claim will
receive New AMCE Notes  with a face amount equal to 100% of its
Allowed Class 4 Claim ; provided, however, that each holder of
a Class 4 Claim may elect to receive, in lieu of its New AMCE
Notes, cash in an amount equal to 87.5% of the New AMCE Notes
to which it would otherwise be entitled (such option being
hereinafter referred to as the "New AMCE Notes Exchange
Option").  Whether or not the New AMCE Notes Exchange Option
is exercised, the consideration provided for herein shall be
in full satisfaction of the Allowed Class 4 Claims for all
purposes, and without limiting the foregoing, will be deemed
to fully satisfy all claims and rights of the holders of such
claims against Harcourt General, Inc. ("Harcourt") under that
certain Intercreditor Agreement dated January 26, 1999 (the
"Intercreditor Agreement") between Harcourt and Bank Boston,
N.A. (n/k/a Fleet National Bank, N.A.), as administrative
agent for the Domestic Banks.


GCC's Guaranty of Hoyts General Cinemas South America's Credit
Facilities:
As a condition of the treatment of the Class 4 Claims as
described above (the "JV Loan Purchase Condition"), prior to
the Effective Date, the lenders (the "SA Lenders") to Hoyts
General Cinemas South America (the "JV") shall have sold, and
GCC  shall have purchased, one half of the SA Lenders' loans to
the JV (the "GCC JV Loan Portion") for no more than 87.5% of
the face amount of that portion of such JV loans (the "JV Loan
Purchase"), and the SA Lenders shall have released GCC from
any liability by reason of GCC's several guaranties
(collectively, the "GCC Guaranty") of the JV's credit
facilities.  Notwithstanding the foregoing, GCC may, at its
option, purchase the GCC JV Loan Portion of less than all of
the SA Lenders; in such event, any claim against GCC under the
GCC Guaranty shall be released with respect to such GCC JV
Loan Portion, and in no event shall the JV Loan Purchase
Condition be satisfied for purposes of this Term Sheet unless
the entire JV Loan Purchase with respect to the GCC JV Loan
Portion has occurred.  Any JV Loan Purchase shall be financed
by borrowings under the DIP facility or a successor DIP
facility.


Bank Support Agreement Condition	If Fleet and Bank of America, N.A.
("BofA"), each on behalf of itself and its affiliates, foreign and
domestic, in their respective capacities as administrative agent(s) and
lender(s) to GCC and its affiliates and joint ventures, foreign and
domestic) (collectively, the "Banks") have not entered into a Support
Agreement similar to the Support Agreement described in Section B.i
below agreeing to the treatment of Class 4 Claims and the satisfaction
of the JV Loan Purchase Condition described above by a date selected by
AMCE (but in any event not later than at least one day prior to the
Bankruptcy Court hearing for the LOI described in Section B.iii below)
(the "Bank Support Agreement Condition"), then the treatment of Class 4
Claims under this Term Sheet (and, in the event that AMCE selects Option
B below, Class 8 Claims {as defined in Option B} that would otherwise be
classified in Class 6) shall be modified, at AMCE's option, to consist
of the treatment described under Option A, Option B or Option C below,
and the terms of the selected option shall become part of this Term
Sheet, unless otherwise agreed by AMCE and the Banks, so long as such
alternative agreed upon treatment of Class 4 Claims and claims arising
under or relating to the GCC Guaranty under this Term Sheet does not
have a material adverse effect on the treatment of any other class of
claims under this Term Sheet:

Option A:
? The JV Loan Purchase Condition shall be waived.  In lieu thereof, GCC
shall reject the GCC Guaranty (to the extent, if any, that it is an
executory contract), and the SA Lenders may assert a general
unsecured Class 6 claim against GCC therefor (the "GCC Guaranty
Claim").  To the extent that the GCC Guaranty Claim is allowed by the
bankruptcy court, it shall be the "Allowed GCC Guaranty Claim."  AMCE
will make available for distribution on account of the Allowed GCC
Guaranty Claim New AMCE Stock with a Plan Value equal to that
fraction of the Allowed GCC Guaranty Claim, the numerator of which is
the total Plan Value of the New AMCE Stock (plus, if applicable under
clause (b) of the Conditional Class 6 Recovery, the Plan Value of the
Top-Up AMCE Stock and any cash substituted by Harcourt therefor) that
would have been distributed to the holders of Allowed Class 6 Claims
had the Bank Support Agreement Condition not been waived and this
provision had not become effective, and the denominator of which is
the total amount of the Allowed Class 6 Claims other than the Allowed
GCC Guaranty Claim.  The Plan Value of such New AMCE Stock with
respect to each Allowed GCC Guaranty Claim shall be applied to reduce
the amount of debt outstanding under the JV credit facility to which
each Allowed GCC Guaranty Claim relates.
? If the fair market value of the New AMCE Notes (based on the average
of the bid and ask prices on the trading date immediately prior the
date of distribution) to be distributed to holders of Allowed Class 4
Claims is less than the Allowed Class 4 Claims, then such holders
shall be entitled to receive additional New AMCE Notes with a fair
market value equal to the deficiency.

Option B:
? All nonpriority, unsecured claims against GCC that (i) are not also
claims against any direct or indirect subsidiary of GCC that is a
chapter 11 debtor and (ii) would otherwise have been classified in
Class 6, including without limitation any claim arising under or
relating to the GCC Guaranty, shall be separately classified in a new
Class 8.  The holders of allowed unsecured claims in Class 8,
including without limitation claims arising under or relating to the
GCC Guaranty, shall receive New AMCE Stock with a Plan Value (as
defined in footnote 9 below) or, at AMCE's option, cash, equal to 5%
of each holder's Allowed Class 8 Claim.
? If the fair market value of the New AMCE Notes (based on the average
of the bid and ask prices on the trading date immediately prior to
the date of distribution) to be distributed to holders of Allowed
Class 4 Claims is less than the Allowed Class 4 Claims, then such
holders shall be entitled to receive additional New AMCE Notes with a
fair market value equal to the deficiency.

Option C:
? The Class 4 Claims and any claims arising under or relating to
the GCC Guaranty shall be treated in such manner as AMCE
designates, so long as such treatment does not require any
reduction in the amount of the consideration that would have
been received by the holders of allowed claims in any other
class absent such treatment of Class 4 claims or claims
arising under or relating to the GCC Guaranty.


Class 5?Claims of the GECC Group:	For purposes of the Plan, the GECC
Group shall be deemed to have Allowed Class 5 Claims in the aggregate
amount of $78.3 million .

On the Effective Date, or as soon thereafter as practicable, each holder
of an Allowed Class 5 Claim secured by identifiable equipment or
leaseholds (i.e., all members excluding Fifth Third and Bank Leumi),
whose Allowed Class 5 Claims are estimated to be $71.1 million in the
aggregate, will receive the following consideration (i) New AMCE Notes
with a face amount equal to 90% of its Allowed Class 5 Claim (i.e., $64
million in the aggregate) ; provided, however, that each Allowed Class 5
Claim holder shall have the right to exercise the New AMCE Notes
Exchange Option for the New AMCE Notes to which it would otherwise be
entitled (i.e., for $56 million in cash in the aggregate); and (ii) New
AMCE Stock (as defined below) with an aggregate Plan Value (as defined
below) equal to 4.5% of its Allowed Class 5 Claim (i.e., $3.2 million
Plan Value).

On the Effective Date, or as soon thereafter as practicable, each holder
of an Allowed Class 5 Claim secured by unidentifiable equipment (i.e.,
Fifth Third and Bank Leumi), whose Allowed Class 5 Claims are estimated
to be $7.2 million in the aggregate, will receive the following
consideration (i) New AMCE Notes with a face amount equal to 50% of its
Allowed Class 5 Claim (i.e., $3.6 million in the aggregate); provided,
however, that each Allowed Class 5 Claim holder shall have the right to
exercise the New AMCE Notes Exchange Option for the New AMCE Notes to
which it would otherwise be entitled (i.e., for $3.15 million in cash in
the aggregate); and (ii) New AMCE Stock (as defined below) with an
aggregate Plan Value (as defined below) equal to 22.5% of its Allowed
Class 5 Claim (i.e., $1.62 million Plan Value).


Class 6?Unsecured Claims Other Than Any Unsecured Claims of the Banks,
Heller, the GECC Group, or Harcourt:	On the Effective Date, or as
soon thereafter as practicable, each holder of an Allowed Class 6 Claim
will receive New AMCE Stock  with an aggregate Plan Value  equal to such
holder's pro rata share of the sum of (a) Base Class 6 Recovery plus (b)
the Conditional Class 6 Recovery (if any), each as defined below;
provided, that in no event shall holders of Allowed Class 6 Claims
receive New AMCE Stock with a Plan Value in excess of 100% of their
Allowed Claims.

The "Base Class 6 Recovery" shall be equal to:
(v) $36 million (plus, if and only if (A) AMCE exercises its rights to
require GCC to reject any real estate lease under 11 U.S.C.  Section 365
which GCC has not already rejected , other than the Bay Plaza Expansion
{which does not include the existing Bay Plaza location}, Erie Commons,
Summit Park and Midway Mall leases, (any such newly rejected lease other
than the Bay Plaza Expansion, Erie Commons, Summit Park and Midway Mall
leases being a "Newly Rejected Lease") and (B) AMCE has been afforded
the reasonable opportunity to renegotiate the terms of such Newly
Rejected Lease prior to such rejection, 32/45's (or 71.1%) of the
allowed unsecured claim of the lessor arising as a result of such
rejection of the Newly Rejected Leases); plus
(w) to the extent that any Class 6 Claims are allowed on account of the
rejection of the theatre leases known as Rancho (Unit 422), Galleria
(Unit 744), Lincoln Mall (Unit 870) or Deerfield 8 (Unit 922) (such
Allowed Class 6 Claims being hereinafter referred to in the aggregate as
the "Allowed Designated Lease Claims"), the positive amount (if any)
that results from multiplying (i) the lesser of $1.4 million or the
Allowed Designated Lease Claims, minus (in either case) the amount, if
any, which results from subtracting the aggregate Allowed Claims of John
Berylson and Michael Greeley from $4 million and (ii) that fraction, the
numerator of which fraction is the total Plan Value of the New AMCE
Stock (plus, if applicable under clause (b) of the Conditional Class 6
Recovery, the Plan Value of the Top-Up AMCE Stock and any cash
substituted by Harcourt therefor) that would have been distributed to
the holders of Allowed Class 6 Claims had the Allowed Designated Lease
Claims been zero, and the denominator of which is the total amount of
the Allowed Class 6 Claims other than the Allowed Designated Lease
Claims; plus
(x) the sum of the following:  (i)  the amount by which 87.5% of the
face amount of the GCC JV Loan Portion exceeds the amount which GCC pays
to purchase the GCC JV Loan Portion from the SA Lenders if the Bank
Support Agreement Condition is satisfied (and not waived), and GCC
purchases the GCC JV Loan Portion from the SA Lenders (the amount so
paid for such purchase being the "Actual JV Loan Purchase Price"); plus
(ii) 50% of the amount by which the Actual JV Loan Purchase Price
exceeds 73.55% of the face amount of the GCC JV Loan Portion.  For
purposes of applying the foregoing formulas, the Actual JV Loan Purchase
Price shall be deemed to be 87.5% of the face amount of the GCC JV Loan
Portion; provided, however, that if the Bank Support Agreement Condition
is satisfied (and not waived), and GCC purchases the GCC JV Loan Portion
from the SA Lenders, the Actual JV Loan Purchase Price shall be deemed
to be the greater of  (a) the amount which GCC actually pays to purchase
the GCC JV Loan Portion, and (b) 73.55% of the face amount of the GCC JV
Loan Portion (so that the Plan Value of the New AMCE Stock to be
distributed to the holders of Allowed Class 6 Claims pursuant to this
clause (x) shall (i) be $1.5 million if the Bank Support Agreement
Condition is not satisfied and GCC does not purchase the GCC JV Loan
Portion from the SA Lenders, and (ii) in no event be less than
$1.5 million and in no event be more than $3 million if the Bank Support
Agreement Condition is satisfied (and not waived) and GCC purchases the
GCC JV Loan Portion from the SA Lenders); minus
(y) the amount (if any) by which the aggregate amount of the "Deduction
Claims" exceeds $20 million; plus
(z) the amount (if any) by which the aggregate amount of the "Deduction
Claims" is less than $20 million.

As used herein, the term "Deduction Claims" shall be defined as the
aggregate sum of the Administrative Claims (exclusive of operating
expenses incurred or accrued and paid in the ordinary course of business
for goods and services), plus retention, severance and bonus payments
(including bonuses paid in the normal course) (without duplication),
plus the Priority Tax Claims, plus the Class 1 Claims, plus the Class 2
Claims, plus the Cure Claims,  plus the adequate protection payments,
less the GECC Excess Payments and any adequate protection payments made
to Heller subsequent to August 1, 2001 and applied to the reduction of
the pre-petition principal amount of  Heller's Class 3 Claim, in all
instances whether payments on behalf of such Deduction Claims were made
from August 1, 2001 through the Effective Date or whether such Deduction
Claims are outstanding on the Effective Date; provided, however, that
the component of Deduction Claims that relates to severance and
retention payments, including amounts paid under the Amended and
Restated Termination and Change of Control Agreements approved by the
Bankruptcy Court's Order dated March 16, 2001 but not including any
bonuses paid in the normal course, shall be deemed to equal $5 million
regardless of the actual amounts that are paid through the Effective
Date or outstanding on the Effective Date; bonuses paid in the normal
course shall constitute a Deduction Claim based on the actual amount of
such bonuses paid.  All fees and expenses incurred by the post-
confirmation Committee, the Unsecured Stock Trust, the Class 6
distribution agent and any and all sub-agents, professionals and others
employed by any or all of them (including, without limitation, the
debtors-in-possession's present or former employees and counsel), shall
be satisfied exclusively from assets or cash otherwise distributable to
the holders of Allowed Class 6 Claims pursuant to this Term Sheet.
Additionally:  (i) any fees due and payable to the Office of the United
States Trustee pursuant to section 1930(a)(6) of title 28 of the United
States Code with respect to any chapter 11 cases that remain open from
and after the Effective Date of the Plan shall be paid and satisfied
exclusively from the assets or cash otherwise distributable to the
holders of Allowed Class 6 Claims; provided that, except as set forth
below with respect to General Cinema Theatres, Inc. ("GCT") and, under
certain circumstances, GCC, all of the GCC debtors' cases will be closed
as of the Effective Date, or as soon thereafter as reasonably
practicable; provided further, that GCT will move to close its case
promptly when requested to do so by the post-confirmation Committee
after resolution of all disputed Class 6 Claims and (but only if Option
B under the "Bank Support Agreement Condition" is chosen) the GCC case
will be closed promptly after resolution of all disputed Class 8 Claims.
Any fees and expenses (including, without limitation, professional fees
and expenses) incurred by the post-confirmation Committee in objecting
to or otherwise resolving Administrative Claims and Priority Tax Claims
shall be satisfied exclusively from the assets or cash otherwise
distributable to the holders of Allowed Class 6 Claim, it being
understood that the reorganized debtors shall have no obligation to
object to or otherwise resolve Administrative Claims and Priority Tax
Claims, that any such objection or resolution shall be at the option,
risk and expense of the post-confirmation Committee and that the
reorganized debtors will be reimbursed for any out-of-pocket expenses
incurred as a result of any such objection or resolution.

The "Conditional Class 6 Recovery" shall be equal to the sum of the
following, which shall be conditioned upon occurrence of the conditions
described in clauses (a) and (b) and may therefore be zero:  (a) If the
JV Loan Purchase Condition is waived and AMCE selects Option A described
above under the heading "Bank Support Agreement Condition," the Plan
Value of New AMCE Stock to be made available by AMCE to the holders of
the Allowed GCC Guaranty Claim, plus (b) to the extent any pre-petition
claims are allowed on account of the rejection of any of the Identified
Leases (any such allowed claims being "Allowed Identified Lease
Claims"), Harcourt shall, at its own expense, purchase AMCE Stock in the
open market (or New AMCE Stock if agreed by AMCE) for distribution to
the holders of Allowed Class 6 Claims such that, when added to the New
AMCE Stock made available by AMCE under the Base Class 6 Recovery and
any New AMCE Stock to be distributed under clause (a) above, the AMCE
Stock made available by Harcourt is sufficient to enable holders of
Allowed Class 6 Claims other than the holders of Allowed Identified
Lease Claims to receive the same amount of AMCE Stock per dollar amount
of their Allowed Class 6 Claims as they would have received if the
Allowed Identified Lease Claims had not been allowed (the "Top-Up AMCE
Stock"); provided, that Harcourt may satisfy this obligation by
delivering, in its discretion, either a number of shares of AMCE Stock
equal to the Top-Up AMCE Stock or cash in an amount equal to the market
value of the Top-Up AMCE Stock as of the Effective Date.  Except as
provided in the preceding clause (b), Harcourt shall have no
responsibility with respect to any distributions to third party holders
of any Allowed Class 6 Claim.  The Conditional Class 6 Recovery is
intended to provide for the same treatment to the holders of Allowed
Class 6 Claims that are determined to be such under the conditions
described in clauses (a) and (b) of this paragraph (in terms of the
number of shares of AMCE Stock per dollar of Allowed Class 6 Claims) as
other holders of Allowed Class 6 Claims would receive if the claims
described in clauses (a) and (b) had not become Allowed Class 6 Claims),
and the Conditional Class 6 Recovery shall be interpreted accordingly.

Notwithstanding anything to the contrary contained herein, the treatment
of Allowed Class 6 Claims under this Term Sheet is predicated upon the
assumption that all of the Identified Leases (other than the Erie
Commons, Summit Park and Midway Mall leases, which shall be rejected)
and all other leases that were assigned by any of the GCC Debtors to any
party other than one of the GCC Debtors (the "Assigned Leases") have
been rejected or have deemed rejected under section 365(d) of the
Bankruptcy Code.  Accordingly, notwithstanding anything to the contrary
contained herein, the GCC Debtors shall reject all Identified Leases
that have not been previously rejected, and all Assigned Leases that
have not been previously rejected, without any additional obligation on
the part of AMCE.

Notwithstanding anything to the contrary contained herein, in the event
that AMCE elects to treat claims arising under or relating to the GCC
Guaranty and other nonpriority unsecured claims that are solely claims
against GCC (but not against any subsidiary chapter 11 debtor) that
would otherwise be classified in Class 6 in accordance with Option B
under the "Bank Support Agreement Condition" above, then such claims
shall not be included in Class 6 and shall not be entitled to treatment
in accordance with the provisions regarding Class 6 claims.  Instead,
all such claims shall be treated as Class 8 claims in accordance with
Option B.

Notwithstanding the foregoing, upon the agreement of AMCE and the
Committee, Class 6 may be divided into two or more sub-classes which may
each receive different treatment under the Plan, provided that the
aggregate consideration distributable to such sub-classes does not
exceed the total consideration otherwise distributable to Class 6
pursuant to this term sheet.


Class 7?Claims of Harcourt:	On the Effective Date, or as soon
thereafter as practicable, in full satisfaction of Harcourt's Class 7
Claims (i) Harcourt will receive cash in an amount equal to $1 million;
and (ii) AMCE shall, as to each of the Harcourt Leases (as defined
below) either (a) agree to become a substitute guarantor of such
Harcourt Lease in exchange for the lessor under such Harcourt Lease
releasing Harcourt from all claims thereunder or (b) absent such a
release of Harcourt by the applicable lessor, provide an indemnification
to Harcourt against any further liability related to such Harcourt Lease
(which indemnification shall include any and all costs and liabilities
of Harcourt arising after the Effective Date in connection with a
default under such Harcourt Lease, including but not limited to
reasonable fees of counsel, but shall not include any guarantee fee or
other payment that is not based upon actual costs incurred by Harcourt
in satisfying or defending its obligations under the applicable Harcourt
Lease).  For purposes hereof, "Harcourt Lease" includes all leases (a)
under which Harcourt was the original tenant, is a guarantor or is
otherwise liable for rent upon GCC's default in payment thereof, (b)
that have not been rejected by GCC as of the date of this Term Sheet
(other than the Erie Commons, Summit Park and Midway Mall leases, which
GCC shall reject and all three such leases shall not be deemed to be
Harcourt Leases), and (c) that have not previously been assigned by any
of the Debtors to any party other than an affiliate of the Debtors.
Without limiting the foregoing, none of the Identified Leases shall be
deemed to be a Harcourt Lease.  The Harcourt Leases, which include
without limitation the Reserved Leases (as defined below), shall be
assumed as part of the plan of reorganization, without any payment or
subsidy from Harcourt.  No Harcourt Lease shall be rejected without
Harcourt's consent, unless otherwise agreed by AMCE and Harcourt in
connection with the Harcourt Lease renegotiations described below.

AMCE acknowledges that Harcourt has paid certain cure costs to the
lessors under the Plaza at Chapel (Unit 496) and Centennial (Unit 942)
leases, and Harcourt will be reimbursed under the plan of reorganization
for such cure costs to the extent such cure costs would otherwise be
required to be paid to such lessors in connection with the assumption of
such leases, in lieu of any claim with respect to such cure costs by
such lessors.

Harcourt shall also be released from all claims of the Domestic Banks
under the Intercreditor Agreement, and the Reimbursement and Security
Agreement described therein shall terminate and be of no further force
or effect.

AMCE shall use reasonable commercial efforts (which shall not be
interpreted to require AMCE to pay any amount other than its own
attorneys' fees) to renegotiate the Harcourt Leases prior to the
Effective Date.  Except as provided in the following sentence, Harcourt
shall be entitled to participate in such renegotiations until the
Effective Date, but direction and control of such renegotiations shall
be at AMCE's sole and absolute discretion.  Harcourt shall not be
entitled to participate in renegotiation of the Springfield, Hollywood
Galaxy or Centennial Lakes leases (the "Reserved Leases"); provided,
that AMCE shall keep Harcourt reasonably informed with respect to the
status of such negotiations and provided, further, that AMCE shall not
seek or obtain lease concessions on other leases AMCE may have with the
lessors under the Reserved Leases in lieu of lease concessions under the
Reserved Leases without Harcourt's consent.   If the renegotiation of
any Reserved Lease results in an agreement with the lessor for a
replacement lease or lease buyout within the time frames set forth
below, Harcourt will be entitled to the following:  (i) with respect to
each Reserved Lease for which an agreement for a replacement lease or
lease buyout is executed prior to the Effective Date, Harcourt will be
entitled to receive New AMCE Stock with a Plan Value of $250,000 on the
Effective Date; and (ii) with respect to each Reserved Lease for which
AMCE received a written proposal from the lessor for a replacement lease
or lease buyout prior to the Effective Date and for which AMCE and such
lessor execute an agreement for a replacement lease or lease buyout
within six (6) months after the Effective Date on terms that are at
least as favorable to the lessee (after taking into account any payment
to Harcourt pursuant to this Term Sheet) as those contained in such
proposal, Harcourt will be entitled to receive New AMCE Stock with a
Plan Value of $250,000 within ten (10) business days following execution
of such post-Effective Date agreement.

Harcourt agrees that it will work cooperatively with AMCE with respect
to the renegotiation of the Harcourt Leases. Regardless of whether
Harcourt participates in a renegotiation,  Harcourt shall receive the
net present value, using a 10% discount rate, of 50% of any rent
reductions (net of inducement payments, if any, paid by AMCE) that are
renegotiated prior to the Effective Date for any of the Harcourt Leases
(excluding any rent reductions that  may be part of a replacement lease
with respect to a Reserved Lease or a lease buyout of a Reserved Leases,
but otherwise including any rent reduction on a Reserved Lease).  For
purposes of the foregoing, a rent reduction will be deemed to have been
renegotiated prior to the Effective Date if either (a) the rent
reduction is documented by an executed and fully effective lease
amendment (a "Harcourt Lease Amendment") prior to or on the Effective
Date, or (b) notwithstanding that a Harcourt Lease Amendment was not
obtained by the Effective Date, (1) the rent reduction was evidenced by
a written proposal from the lessor under the applicable Harcourt Lease
prior to the Effective Date and (2) a Harcourt Lease Amendment is
executed within six (6) months following the Effective Date that
includes terms that are at least as favorable to the lessee (after
taking into account any payment to Harcourt pursuant to this Term Sheet)
as those contained in such proposal. Amounts to which Harcourt is
entitled under this paragraph, if any, shall be payable in cash on the
later of (i) the Effective Date, or as soon thereafter as practicable,
or (ii) the date of execution of the applicable Harcourt Lease
Amendment.

Furthermore, except for Springfield Mall, Virginia (Unit 867);
Southlake, Indiana (Unit 875); Ford City, Illinois (Unit 940); and Bay
Plaza, New York (Unit 902), AMCE shall not extend the term of any of the
leases of which Harcourt is a guarantor beyond its current term, unless
Harcourt is provided evidence reasonably satisfactory to it that it is
not liable, or is removed, as guarantor of the applicable lease for any
such extension period.

GCC shall also assign to Harcourt, without representation or recourse,
all of GCC's right, title and interest in, to and under any collateral
or security, including without limitation any letters of credit,
guaranties and other security or documents supporting the non-GCC
assignee's or subtenant's liability under any Assigned Leases under
which Harcourt may have contingent liability, whether as a guarantor,
original tenant or otherwise.

Harcourt's (and its affiliates') recovery and distribution under the
Plan shall be exclusively as set forth in this treatment of Class 7
Allowed Claims, and Harcourt (and its affiliates) shall not be entitled
to assert any claim in Class 6, whether in its own name, in the name of
a third party landlord, as subrogee, as assignee or otherwise.  As of
the Effective Date of the Plan, Harcourt (and its affiliates) shall be
deemed to have withdrawn any and all proofs of claim asserted against
the GCC Debtors in any and all such capacities, with prejudice.


Class 8 -- Nonpriority, unsecured claims against GCC that are not also
claims against any direct or indirect subsidiary of GCC that is a
chapter 11 debtor and that would otherwise have been classified in Class
6	As provided under Option B of the heading
"Bank Support Agreement Condition" above.


Class 9?Common Stock Interests (including any Allowed Claims
subordinated to the level of common stock under section 510(b) of the
Bankruptcy Code):	Subject to satisfaction of the Class 9 Participation
Conditions (as defined below), a new limited liability company  ("New
Investments LLC") will be formed as a business development company under
the Investment Company Act of 1940 (the "1940 Act"), which will acquire
from GCC Investments Inc. ("Investments Inc.") its 99% interest in GCC
Investments LLC ("Investments LLC").  Immediately prior to such
acquisition any investment portfolio assets that are owned by
Investments Inc. will be transferred to Investments LLC.

If and only if the Class 9 Participation Conditions are satisfied, and
not otherwise, holders of Allowed Common Stock Interests shall receive
the following consideration on the Effective Date, or as soon thereafter
as practicable:

(i) Each such holder shall receive its  Pro Rata Share of $100,000 cash
plus a percentage to be agreed of the limited liability interests (the
"LLC Interests") of New Investments LLC not exceeding 15%  of the equity
of New Investments LLC (the "Class 9 Percentage").  As used herein, "Pro
Rata Share" means the percentage calculated by dividing such holder's
Allowed Common Stock Interest by the aggregate amount of all Allowed
Common Stock Interests;

(ii) Each such holder  shall have the right, which shall be assignable
to other holders and affiliates, to pro rata participation (together
with oversubscription rights) in a rights offering conducted by and at
the expense of New Investments LLC pursuant to a registration statement
(the "Rights Offering") to raise an amount to be agreed of not less than
$12.5 million of additional equity financing for New Investments LLC
(the "Rights Offering Investment"), in consideration for which the
holders who participate in the Rights Offering shall receive an agreed
percentage based upon the amount raised in the Rights Offering of at
least 75% of the equity of New Investments LLC minus the Class 9
Percentage, allocated proportionately based upon their respective
participation in the Rights Offering.  New Investments LLC will use
diligent efforts to make the Rights Offering available to the all
holders of Allowed Common Stock Interests pursuant to an effective
registration statement and will indemnify AMCE and GCC against all loss,
damage or expense related to the Rights Offering. If, notwithstanding
New Investment LLC's diligent efforts, such registration statement is
not or cannot reasonably be anticipated to be made effective within
thirty (30) days after the Effective Date, or the Rights Offering cannot
be practicably conducted in compliance with the securities laws, then
New Investments LLC at its option may raise at least $12.5 million
through a private placement offering conducted in compliance with the
securities laws (the "Substituted Private Offering").

The remaining equity interests in New Investments LLC will be a special
class of equity interests (the "Preferred LLC Interests") which will be
owned by AMCE, or at AMCE's election, Reorganized GCC or another of
AMCE's designees.  The Preferred LLC Interests will be entitled to
receive a $5.1 million distribution priority and will represent a
percentage to be agreed of not more than 25% of the equity of New
Investments LLC, and will further be subject to an option in favor of
New Investments LLC to purchase all, but not less than all, of such
Preferred LLC Interests for $5.1 million in cash within 30 days after
the Effective Date.  In the event such option is not exercised, AMCE or
its designee shall have the right to put such Preferred LLC Interests to
New Investments LLC after 30 days for such $5.1 million amount.  New
Investments LLC shall not incur debt or grant liens upon its assets
without the consent of the holders of the Preferred LLC Interests while
they remain outstanding.

If (a) prior to the confirmation of the Plan, members of the Richard A.
Smith family (the "Smith Family") and any other holder of Allowed Common
Stock Interest (collectively, the "Rights Offering Guarantors") have not
guaranteed  that at least the minimum Rights Offering Investment will be
raised, (b) the minimum Rights Offering Investment is not funded, or the
Substituted Private Offering in the same amount is not funded, at the
Effective Date, or (c) the holders of Allowed Common Stock Interests do
not vote to accept the Plan (the "Class 9 Participation Conditions"),
the holders of Allowed Common Stock Interests shall receive no
consideration under the Plan.

For purposes of the foregoing, all references above to amounts or
percentages that are to be "agreed" shall require the agreement of the
Rights Offering Guarantors.

Notwithstanding anything to the contrary contained herein, in the event
than any class of claims does not accept the Plan, and the Bankruptcy
Court determines that the proposed treatment of Class 8 as set forth
above violates the provisions of section 1129(b)(2) of the Bankruptcy
Code with respect to the treatment of such nonaccepting class, the
treatment of Class 9 shall be modified in any manner elected by AMCE
that will cause the Plan not to violate the provisions of section
1129(b)(2) of the Bankruptcy Code.


Class 10 ? Common Stock Options:	The holders of Common Stock Options
shall receive no distribution.  On the Effective Date all Common Stock
Options and any other equity interests will be canceled.

B.	Conditions to Proceeding With Term Sheet
In order to proceed with the transaction contemplated by this
Term Sheet, AMCE will require:

 i) Harcourt, GECC and the Creditors' Committee,
shall have executed by December 6, 2001, or such date
up to 15 days later as may be acceptable to AMCE, a
support agreement (the "Support Agreement"), which
will incorporate the terms of this Proposal and
include, among other provisions, support provisions
whereunder all of the signatories will agree, among
other things, that each of them: (I) will support a
bid by AMCE for the acquisition of all of the stock of
GCC by AMCE and a plan of reorganization for GCC that
provides for such acquisition incorporating the terms
of this Term Sheet (the "Plan") in accordance with the
Bankruptcy Code as soon as practicable; (II) will use
its commercially reasonable efforts (which will not be
interpreted to require a party to pay any amount other
than its own attorneys' fees) to achieve confirmation
of the Plan including, in the case of the Creditors'
Committee, recommending to general unsecured creditors
that the Plan be confirmed; (III) will not support or
solicit any bid for GCC or any other GCC debtor or for
any assets thereof other than by AMCE; and (IV) will
not vote for, consent to, support, or participate in
the negotiation or formulation of any other plan other
than the Plan or any disposition of any substantial
portion of the assets of GCC to any party other than
AMCE.
 ii) GCC shall have executed by December 6, 2001, or
such date up to 15 days later as may be acceptable to
AMCE, an interim operating agreement in form and
substance agreed to by AMCE as of this date that will
govern various aspects of the management of GCC
through and including the effective date of a plan of
reorganization for GCC, and an order of the Bankruptcy
Court authorizing and approving the interim operating
agreement shall have been entered by January 15, 2002,
or such later date as may be acceptable to AMCE.
 iii) GCC shall have executed by December 6, 2001, or
such date up to 15 days later as may be acceptable to
AMCE, a letter of intent (the "LOI") incorporating
this term sheet in substantially the form attached
hereto as Exhibit B, including without limitation the
nonsolicitation, termination fee and reimbursement of
expenses provided thereunder, and an order of the
Bankruptcy Court authorizing and approving the LOI
shall have been entered by January 15, 2002, or such
later date as may be acceptable to AMCE, which order
shall provide, among other things, that the
termination fee and expense reimbursement shall
constitute allowed administrative claims against GCC
under Sections 503 and 507(a) of the Bankruptcy Code.
C.	 Conditions to Closing shall be as set forth in the LOI, which
is incorporated herein by this reference
AMCE may, in its sole and absolute discretion, waive or modify any of
the foregoing conditions in Sections B and C, other than confirmation of
the Plan.

Existing Issue:
$225 million principal amount of 9.5% Senior Subordinated Notes due
2011 of AMC Entertainment Inc. (the "Notes").

Issuer:
AMC Entertainment Inc. ("AMCE" or the "Company").

Coupon:
9.5%, payable twice annually on February 1st and August 1st.

Maturity Date:
February 1, 2011.

Optional Redemption:
The Company may redeem the notes at its option, in whole or in part, at
any time after February 1, 2004 at 104.75% of the principal thereof,
declining ratably to 100.00% of the principal amount thereof on or
after February 1, 2007, plus in each case interest accrued to the
redemption date.


Change of Control:
Upon a Change of Control, the holders of the Notes will have the right
to require AMCE to repurchase the Notes at a price equal to 101% of the
principal amount thereof plus accrued and unpaid interest to the date
of repurchase.

Ranking:
The Notes are unsecured senior subordinated indebtedness ranking pari
passu with all of AMCE's existing and future senior subordinated
indebtedness.  The payment of all obligations in respect of the Notes
will be subordinated in right of payment to the prior payment in full
in cash or cash equivalents of all senior indebtedness.  As of June 28,
2001, AMCE had approximately $73.2 million of net senior indebtedness
and $199 million of pari passu indebtedness outstanding.  In addition,
the Notes are effectively subordinated to all liabilities of AMCE's
subsidiaries, including trade payables but excluding: (i) intercompany
obligations; (ii) liabilities under guarantees of AMCE's obligations;
and (iii) obligations under operating leases and other obligations not
reflecting in AMCE's consolidated financial statements.

Certain Covenants:
The indenture contains certain covenants that, among other things,
restricts AMCE's ability and the ability of AMCE's subsidiaries to: (i)
incur additional indebtedness; (ii) pay dividends or make distributions
in respect of capital; (iii) purchase or redeem capital stock; (iv)
enter into transactions with certain affiliates; (v) become liable for
any indebtedness that is subordinate or junior in right of payment to
any senior indebtedness and senior in right of payment to the Notes; or
(vi) consolidate, merge or sell all or substantially all of AMCE's
assets, other than in certain transactions between one or more of
AMCE's wholly-owned subsidiaries and AMCE.






Unit # Theatre Name
410 Pga
414 Gwinnett Place
421 Westdale
449 Galleria
466 Dublin Place
471 Coral Square
474 Central Park
476 Northland
477 Burnhaven
482 Pinellas Square
484 Point Nasa
493 Regency
499 Lindbergh
507 Janaf
514 Lakeside (2 Units)
662 Wyoming Valley
691 Columbia City
704 Lakehurst
713 Rutgers
716 Deerbrook
804 Crosscreek Mall
806 Erie Commons
809 Shelard Park
829 Mercer Mall
834 Lakeside (2 Units)
837 Hanes Mall
841 Wyoming Valley
846 Lafayette Sq
853 Merchants Walk
861 San Mateo
869 Sandy Springs 8
872 Summit Park
876 Columbia Mall
877 Chestefield
883 Westland
887 Colonial
888 Arlington Park
889 Ridgmar Town Sq
892 Eastland
894 Mall Of Memphis
901 Crossroads East
908 Lincoln Plaza 8
910 Esplanade Mall
912 Highland 10
915 Pembroke
918 Gateway Center
921 Mission Bay
923 Hairston
925 Fountains 8
928 Richardson
930 Pleasant Valley
934 Great Hills
939 Altamonte 8
941 Midway Mall
947 Lake Mary
952 Canton Cinema
953 Fashion Square
954 Market 7
955 Pittsford





See Letter of Intent dated December 6, 2001 to which this Term Sheet is
attached.