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                                                                    EXHIBIT 10.1


                                                                  EXECUTION COPY



                           INTERIM OPERATING AGREEMENT

            THIS INTERIM OPERATING AGREEMENT (the "AGREEMENT"), dated as of
December 6, 2001, is entered into by and between AMC ENTERTAINMENT INC., a
Delaware corporation ("AMCE"), and GC COMPANIES, INC., a Delaware corporation
("GCX").

                                    Recitals

            WHEREAS, GCX and certain of its subsidiaries (collectively, the "GC
DEBTORS") are the debtors and debtors-in-possession in proceedings pending in
the United States Bankruptcy Court for the District of Delaware (the "BANKRUPTCY
COURT") as case numbers 00-3897 through 00-3927 (as administratively
consolidated, the "GC CHAPTER 11 CASES"); and

            WHEREAS, GCX is a holding company engaged in three primary lines of
business (collectively, the "GC BUSINESS") through its subsidiaries and
Affiliates: (i) a wholly-owned domestic movie theatre exhibition business (the
"DOMESTIC THEATRE BUSINESS") conducted through General Cinema Theatres, Inc. and
its subsidiaries, (ii) a South American movie theatre exhibition business (the
"SA THEATRE BUSINESS") conducted through Hoyts General Cinema South America,
Inc. and its Affiliates (the "SA JOINT Venture"), and (iii) a private investment
business (the "INVESTMENT PORTFOLIO") conducted through GCC Investments, Inc.
and its Affiliates; and

            WHEREAS, AMCE has entered into a letter of intent dated this date
(the "LOI") with GCX whereby AMCE would acquire the GC Business (the
"TRANSACTION") through the acquisition of 100% of the stock of reorganized GCX
under a plan of reorganization for the GC Debtors in the GC Chapter 11 Cases
(the "REORGANIZATION PLAN"), following the confirmation and the effective date
of the Reorganization Plan; and

            WHEREAS, AMCE is requiring as a condition precedent to executing the
LOI and proceeding with the Transaction, that GCX enter into this Agreement;

                                   Agreements

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained in this Agreement and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement agree as follows:
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            1. DEFINITIONS. For purposes of this Agreement (including the
Schedules hereto), the terms defined in this Agreement shall have the respective
meanings specified herein, and, in addition, the following terms shall have the
following meanings:

            "AFFILIATE" or "AFFILIATE" means, as to any Person, any other Person
      that directly or indirectly, owns or controls, is owned or controlled by,
      or is under common ownership or control with, such Person. The term
      "CONTROL" (including, with correlative meanings, the terms "CONTROLLED BY"
      and "UNDER COMMON CONTROL WITH"), as applied to any Person, means the
      possession, direct or indirect, of the power to direct or cause the
      direction of the management and policies of such Person, whether through
      the ownership of voting securities or other ownership interest, by
      contract or otherwise.

            "AGREEMENT" is defined in the Preamble.

            "AMCE" is defined in the Preamble.

            "BANKRUPTCY COURT" is defined in the Recitals.

            "BENEFIT PLAN" has the meaning given in ERISA Section 3(3).

            "BENEFIT PLAN SPONSOR" has the meaning given in ERISA
      Section 3(16)(B).

            "BUSINESS DAY" means any day other than a Saturday, a Sunday, a day
      on which banks in the City of New York are authorized or required to
      close, or the day after Thanksgiving Day.

            "CASH FLOW PROJECTION" means the Closing Budget (as defined in the
      DIP Facility) dated November 5, 2001, a copy of which has been previously
      provided to AMCE, as modified in accordance with Section 7.01(f) of the
      DIP Facility or as updated in the Ordinary Course of Business.

            "COMMERCIALLY REASONABLE EFFORTS" means the use of efforts that a
      commercially reasonable Person desirous of achieving a result would use in
      similar circumstances.

            "COMPANY OTHER BENEFIT OBLIGATION" means an Other Benefit Obligation
      owed, adopted, or followed by GCX or an ERISA Affiliate of an Acquired
      Company.

            "COMPANY PLAN" means all Plans of which GCX or an ERISA Affiliate of
      GCX is or was a Plan Sponsor, or to which GCX or an ERISA Affiliate of GCX
      otherwise participates or has participated. All references to Plans are to
      Company Plans unless the context requires otherwise.

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            "COMPANY VEBA" means a VEBA whose members include employees of GCX
      or any ERISA Affiliate of GCX.

            "DESIGNATED AMCE REPRESENTATIVE" means Craig R. Ramsey, Chief
      Financial Officer of AMCE, or any other officer of AMCE designated by AMCE
      in writing to GCX.

            "DIP FACILITY" means that certain Debtor in Possession Agreement
      dated October 11, 2000, by and between GCX, General Electric Capital
      Corporation, Fleet National Bank, and the Bank of Nova Scotia, as amended.

            "DOMESTIC THEATRE BUSINESS" is defined in the Recitals.

            "EFFECTIVE DATE" means the date this Agreement was executed by
      authorized representatives of AMCE and GCX, subject to the Bankruptcy
      Court entering an order approving this Agreement.

            "ERISA AFFILIATE" means, with respect to GCX, any other Person that,
      together with GCX, would treated as a single employer under IRC
      Section 414.

            "FANDANGO ARRANGEMENT"means that certain Exclusive Ticketing
      Distribution Agreement between GCX and Fandango, Inc., dated March 3,
      2000, as amended, and all other agreements related thereto.

            "GC CHAPTER 11 CASES" is defined in the Recitals.

            "GC BUSINESS" is defined in the Recitals.

            "GCX" is defined in the Recitals.

            "GOVERNMENTAL AUTHORITY" means any nation or government, any state
      or other political subdivision thereof or any entity (including, without
      limitation, a court) exercising executive, legislative, judicial,
      regulatory or administrative functions of or pertaining to government.

            "INVESTMENT PORTFOLIO" is defined in the Recitals.

            "IRS" means the United States Internal Revenue Service.

            "LEGAL REQUIREMENT" means any federal, state, local, municipal,
      foreign, international, multinational, or other administrative order,
      constitution, law, ordinance, principle of common law, regulation,
      statute, or treaty.

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            "LOI" is defined in the Recitals.

            "MATERIAL ADVERSE EFFECT" means that the action or event, taken
      alone or in the aggregate, has a material adverse effect on the GC
      Business, the assets used in the GC Business, the Transaction or the
      Reorganization Plan.

            "MULTI-EMPLOYER PLAN" has the meaning given in ERISA
      Section 3(37)(A).

            "OPERATING HOURS" shall mean the hours each theatre complex within
      the Domestic Theatre Business and SA Theatre Business are open for
      purposes of presenting movie presentations to the public, including the
      preparation and closing thereof, during each day of each calendar week.

            "ORDINARY COURSE OF BUSINESS" means a reasonable action taken by a
      Person only if (taking into account the seasonality of the GC Business and
      the GC Chapter 11 Cases) (a) such action is consistent with the past
      practices of such Person and is taken in the ordinary course of the normal
      day-to-day operations of such Person; and (b) such action is not required
      to be authorized by the board of directors of such Person (or by any
      Person or group of Persons exercising similar authority) and such Person
      is not otherwise required to obtain the approval of AMCE or any other
      person as may be required by this Agreement; except to the extent such
      action is provided for or contemplated by the Reorganization Plan or the
      LOI.

            "ORGANIZATIONAL DOCUMENTS" means (a) the articles or certificates of
      incorporation and the bylaws of a corporation; (b) the partnership
      agreement and any statement of partnership of a general partnership; (c)
      the limited partnership agreement and the certificate of limited
      partnership of a limited partnership; (d) any charter or similar document
      adopted or filed in connection with the creation, formation, or
      organization of a Person; (e) the certificate of formation and limited
      liability company agreement of a limited liability company; and (f) any
      amendment to any of the foregoing.

            "OTHER BENEFIT OBLIGATIONS" means all obligations, arrangement, or
      customary practices, whether or not legally enforceable, to provide
      benefits, other than salary, as compensation for services rendered, to
      present or former directors, employees, or agents, other than obligations,
      arrangements, and practices that are Pension Plans. Other Benefit
      Obligations include consulting agreement under which the compensation does
      not depend upon the amount of service rendered, sabbatical policies,
      severance payment policies, and fringe benefits within the meaning of IRC
      Section 132.

            "PBGC" means the Pension Benefit Guaranty Corporation, or any
      successor thereto.

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            "PENSION PLAN" has the meaning given in ERISA Section 3(2)(A).

            "PERSON" means an individual, partnership, corporation, limited
      liability company, business trust, joint stock company, trust,
      unincorporated association, joint venture, Governmental Authority or other
      entity or enterprise of whatever nature.

            "PROCEEDING" means any action, arbitration, audit, hearing,
      investigation, litigation, or suit (whether civil, criminal,
      administrative, investigative, or informal) commenced, brought, conducted,
      or heard by or before, or otherwise involving, any Government Authority or
      arbitrator.

            "QUALIFIED PLAN" means any Plan that meets or purports to meet the
      requirements of IRC Section 401(a).

            "REORGANIZATION PLAN" is defined in the Recitals.

            "SA THEATRE BUSINESS" is defined in the Recitals.

            "SA JOINT VENTURE" is defined in the Recitals.

            "TERM" is defined in Section 3.

            "TITLE IV PLANS" means all Pension Plans that are subject to Title
      IV of ERISA, 29 U.S.C. Section 1301 et seq., other than Multi-Employer
      Plans.

            "TRANSACTION" is defined in the Recitals.

            "VEBA" means voluntary employees' beneficiary association under IRC
      Section 501(c)(9).

            "WELFARE PLAN" has the meaning given in ERISA Section 3(1).

            2. MANAGEMENT OBLIGATIONS AND COVENANTS OF GCX. Subject to the terms
and conditions of this Agreement (and taking into account the seasonality of the
GC Business and the GC Chapter 11 Cases) and except as contemplated by the
Reorganization Plan, GCX will manage the GC Business during the Term of this
Agreement, and will do so, unless as otherwise provided herein, in all material
respects only in the Ordinary Course of Business and in accordance with all
Legal Requirements. Except as contemplated by the Reorganization Plan, GCX and
its Affiliates will use Commercially Reasonable Efforts to preserve intact the
GC Business and keeping available the services of the current officers,
employees, and agents, and maintaining the relations and goodwill with
suppliers, customers, landlords, creditors, employees, agents and others having
business relationships with GCX and

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its Affiliates. Without limiting the generality of the foregoing, GCX will
manage the GC Business in accordance with the lettered paragraphs of this
Section 2:

            (a) Implementing Transaction. GCX and its Affiliates will use their
      Commercially Reasonable Efforts to implement the Transaction in accordance
      with the LOI and the Reorganization Plan.

            (b) Contracts and Undertakings. Except as contemplated by the
      Reorganization Plan, GCX and its Affiliates will not enter into, extend,
      renew, reject, terminate, assume, or materially modify or amend any
      material contract without the prior written approval of the Designated
      AMCE Representative, including:

                  (i) any contract or series of related contracts that involves
            receipts, expenditures, performance of services or delivery of goods
            or material by GCX or its Affiliates of an amount or value in excess
            of $20,000, except for film licensing contracts and orders for trade
            goods, services and supplies that are under substantially the same
            terms as past practice and in accordance with the Ordinary Course of
            Business;

                  (ii) any contract or series of related contracts involving
            expenditures in excess of $10,000 that obligates GCX or its
            Affiliates in any capacity whatsoever for performance for a term
            longer than six months from the Effective Date of this Agreement
            that cannot be terminated upon GCX or its Affiliates giving more
            than thirty (30) days notice without penalty.

                  (iii) any lease, rental or occupancy agreement, license,
            installment or conditional sale agreement affecting the ownership
            of, leasing of, title of, use of, or any leasehold or other interest
            in, any real property having a value of more than $10,000, including
            any theatre lease;

                  (iv) any material licensing agreement or other contract with
            respect to patents, trademarks, copyrights or other intellectual
            property of GCX and its Affiliates, including any of the foregoing
            agreements with current or former employees, consultants or
            contractors regarding the appropriation or non-disclosure of any
            intellectual property of GCX and its Affiliates;

                  (v) any collective bargaining agreement or other contract with
            any labor union or other employee representative of a group of
            employees; provided, that GCX may on notice to AMCE provide notices
            of intent to negotiate and other notices required by law; provided
            further, that GCX will provide a list of pending and anticipated
            negotiations during the next six (6) months within five (5) days of
            the Effective Date;

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                  (vi) any contract that creates a joint venture, partnership or
            other relationship involving a sharing of profits, losses, costs or
            liabilities by GCX or any of its Affiliates with any other Person;

                  (vii) any contract that purports to restrict the business
            activity of GCX or any of its Affiliates or limit the freedom of GCX
            or its Affiliates to engage in any line of business or to compete
            with any Person;

                  (viii) any contract providing for payments to or by any Person
            based on sales, purchases, or profits, other than direct payment for
            goods, services or film supply in the Ordinary Course of Business;

                  (ix) any power of attorney, other than those relating to
            Governmental Authorities in the Ordinary Course of Business;

                  (x) any material contract that contains or provides for an
            express undertaking by GCX or its Affiliates to be responsible for
            consequential damages;

                  (xi) any material contracts with third party administrators,
            actuaries, investment managers, consultants and other independent
            contractors that relate to any Company Plan, Company Other Benefit
            Obligation, or Company VEBA, except as required by a Legal
            Requirement;

                  (xii) any contract for capital expenditures in excess of
            $25,000; provided, that GCX may make emergency life safety capital
            expenditures up to $100,000 or make capital expenditures to satisfy
            Legal Requirements without AMCE's approval; and

                  (xiii) any written warranty, guaranty, and or other similar
            undertaking with respect to contractual performance extended by GCX
            or any of its Affiliates (except for contracts permitted by the
            foregoing subsections).

            (c) No Default. Other than any breach arising as a result of the
      filing of the GC Chapter 11 Cases, GCX is not in and will not during the
      Term breach any existing contract that is described in paragraph (b),
      except where such breach does not have a Material Adverse Effect. GCX
      will provide notice to the Designated AMCE Representative of any written
      claim of such breach or default by any Person or Government Authority.

            (d) Chapter 11 Cases. GCX and its Affiliates will not assume, assign
      or reject any contracts, including theatre leases and guaranties, in the
      GC Chapter 11

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      Cases without the previous written approval of the Designated AMCE
      Representative. GCX will immediately provide AMCE copies of any material,
      non-privileged correspondence relating to claims made in the GC Chapter 11
      Cases between GCX and any of its Affiliates and creditors of GCX or any of
      its Affiliates, or any other material, non-privileged documents or
      correspondence related to the GC Chapter 11 Cases. Any and all motions
      prepared by GCX and its Affiliates relating to the GC Chapter 11 Cases
      must be submitted to the Designated AMCE Representative prior to being
      filed with the Bankruptcy Court.

            (e) Debtor in Possession Facility. GCX and its Affiliates will not
      (i) amend or modify the DIP Facility or (ii) make any borrowings or
      payments under the DIP Facility or otherwise, other than borrowings and
      payments in the Ordinary Course of Business consistent with the Cash Flow
      Projection. GCX will provide notice to the Designated AMCE Representative
      of all DIP Facility borrowings and payments.

            (f) Investments. GCX and its Affiliates will not make any additional
      investments, payment, or other transfer of property in any form,
      regardless of monetary amount or value, in or to the Investment Portfolio,
      the SA Joint Venture, or the Fandango Arrangement without the previous
      written approval of the Designated AMCE Representative. In addition, no
      advisory committee of the Investment Portfolio will take any action except
      for actions required by a Legal Requirement related to the Investment
      Portfolio without the prior written approval of the Designated AMCE
      Representative; provided however that the foregoing does not prevent
      persons serving as directors of the portfolio companies to take any
      actions in good faith in exercising their fiduciary duties.

            (g) Corporate Matters. At all times during the Term of this
      Agreement, GCX will provide copies of all minutes of meetings of the GCX
      Board of Directors and its various committees to the Designated AMCE
      Representative, redacted for privilege and for any discussion of AMCE.
      Furthermore, any and all proposed changes to the Organizational Documents
      of GCX or its Affiliates will require the written approval of an
      authorized representative of AMCE. GCX and its Affiliates will not issue
      any equity or debt securities without the prior written approval of an
      authorized AMCE representative.

            (h) Legal Proceedings. GCX will not, without the previous written
      approval of the Designated AMCE Representative, cause GCX or any of its
      Affiliates to confess a judgment or settle a dispute with any Person or
      Government Authority which requires the payment by GCX or any Affiliate or
      the allowance of a claim against GCX or any Affiliate in excess of
      $10,000, except for settlement of non-priority unsecured prepetition
      bankruptcy claims in the GC Chapter 11 Cases or as provided in

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      Section 2(p) hereof. GCX will immediately provide AMCE notice of any
      Proceeding (i) that has been commenced by or against GCX or any of its
      Affiliates or that otherwise relates to or may affect the business of, or
      any of the assets owned or used by GCX or any of its Affiliates; or (ii)
      that challenges, or that may have the effect of preventing, delaying,
      making illegal, or otherwise interfering with the Transaction.

            (i) Labor Relations. GCX will immediately provide AMCE notice of (i)
      any threatened or existing strike, slowdown, picketing, work stoppage, or
      employee grievance process, (ii) any Proceeding against or affecting GCX
      or any of its Affiliates relating to the alleged violation of any Legal
      Requirement pertaining to labor relations or employment matters, including
      any charge or complaint filed by an employee or union with the National
      Relations Board, the Equal Employment Opportunity Commission, or any
      comparable Government Authority, organizational activity, or other labor
      or employment dispute against or affecting GCX or its Affiliates or their
      premises, or (iii) any applications of a collective bargaining agent.

            (j) Title to Properties. GCX will not, without previous written
      approval of the Designated AMCE Representative, cause GCX or any of its
      Affiliates to encumber or pledge any of the assets of GCX or any of its
      Affiliates or, in the case or real property, otherwise cause such property
      to become subject to any rights of way, building use restrictions,
      exceptions, variances, reservations, or limitations of any nature, except
      as provided in the DIP Facility.

            (k) Domestic Theatre Business Operations. GCX and its Affiliates
      will not, without the prior written approval of a Designated AMCE
      Representative, materially diminish the Operating Hours of the Domestic
      Theatre Business on a system-wide basis. On four (4) calendar days notice,
      GCX and its Affiliates will provide AMCE personnel reasonable access to
      management personnel of the Domestic Theatre Business during normal
      business hours for the purposes of conducting interviews with the same,
      investigating and auditing operations of the Domestic Theatre Businesses.
      GCX and its Affiliates will provide AMCE quarterly reports describing
      staffing levels of the Domestic Theatre Business, and will keep AMCE
      advised of any changes in numbers or positions of the same.

            (l) SA Theatre Business. GCX will provide AMCE with copies of all
      written reports, financial statements or notices it receives in its
      capacity as a shareholder of the SA Joint Venture or that its
      representative on the Board of the SA Joint Venture receives, including
      any weekly, monthly, quarterly or annual financial statements relating to
      the SA Theatre Business. In addition, GCX shall not vote on any matter as
      a shareholder of the SA Joint Venture without the previous written
      approval of the Designated AMCE Representative. During the Term of this
      Agreement, GCX will grant

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      AMCE representatives the right and access to tour the operations of the SA
      Theatre Business and meet with management thereof upon five (5) days'
      prior notice. AMCE acknowledges that the SA Theatre Business is not a
      debtor in the GC Chapter 11 Cases and that it is not controlled by GCX;
      accordingly, nothing in this Agreement will be deemed to (i) limit or
      restrict the exercise of the fiduciary obligations of GCX's appointed
      Board representatives on the SA Joint Venture or (ii) constitute a
      transfer of GCX's interest in the SA Joint Venture.

            (m) Film Licensing. GCX and its Affiliates will retain full control
      and authority with respect to film licensing and in no event will AMCE be
      entitled to determine film booking for individual theatres of GCX and its
      Affiliates. GCX and its Affiliates will not implement any changes to film
      licensing terms with studios not otherwise in the Ordinary Course of
      Business, including initiation by GCX and its Affiliates of changes in
      position from "settlement" licensing agreements with the studios to
      "firm-term" licensing agreements or arrangements, without providing prior
      written notice to the Designated AMCE Representative. In addition, GCX and
      its Affiliates will provide AMCE with prior notice of any change to any
      clearance policies with studios or implementation of a policy which is
      likely to result in a Significant Reduction in the number of runs offered
      to studios or by studios to. For purposes of this subparagraph,
      "Significant Reduction" means a reduction in runs equal to 50% or greater
      from the standard coverage of runs for any particular movie based on
      normal industry wide projections of that particular movie, and under no
      circumstances, a reduction of greater than 25 runs for any particular
      movie release regardless of percentage decrease. In addition to all other
      obligations under this subparagraph, GCX and its Affiliates will provide
      the Designated AMCE Representative notice of any change or event not in
      the Ordinary Course of Business that could adversely effect film
      exhibition costs.

            (n) Financial Statements. To the extent available to GCX, GCX shall
      provide AMCE copies of all financial statements and reports prepared by
      GCX pursuant to Article VII of the DIP Facility. GCX will further provide
      AMCE with monthly P&L statements by theatre with comparisons to budget and
      periodic payroll and concession analyses to be agreed upon by GCX and the
      Designated AMCE Representative.

            (o) Bank and Credit Accounts. GCX and its Affiliates will not (i)
      open or close any bank accounts, (ii) change authorized signatures on any
      existing bank account, except for replacements of former officers in the
      Ordinary Course of Business, (iii) implement any new cash management
      services, or (iv) enter into or change any credit card processing
      agreements, without the prior written approval of a designated
      representative of AMCE. GCX and its Affiliates further agree to provide
      AMCE copies of all monthly bank reconciliation reports and all
      correspondence with cash

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      management banks.

            (p) Insurance. GCX and its Affiliates will not (i) settle any
      insurance claim in excess of $10,000 (except as provided for in the
      Debtors' Motion for Authority to Implement Claims Resolution Procedures
      [Insurance Related Claims] approved by the Bankruptcy Court on November
      13, 2001), or (ii) make any changes in coverage for general liability,
      workers compensation, automobile liability, umbrella and excess general
      liability, crime and fiduciary, property, directors and officer or excess
      director and officer insurance without the written approval of the
      Designated AMCE Representative. GCX and its Affiliates will provide AMCE
      copies of (i) all policy summaries confirming renewal of all current
      insurance policies and (ii) copies of any internal or external weekly,
      monthly, quarterly or annual insurance reserve analysis or loss reports.

            (q) Employee Benefits and Related Matters.

                  (i) GCX will not make any changes to any Company Plan or
            Company Other Benefit Obligation without the written approval of the
            Designated AMCE Representative.

                  (ii) GCX will not make any grant, enter into or modify any (A)
            employment contracts with GCX management personnel, (B) employee
            incentive payout programs, (C) employee compensation raises (other
            than annual raises in the Ordinary Course of Business not exceeding
            2%, or as required by a Legal Requirement, collective bargaining
            agreement or existing employment agreement), or (D) severance and
            retention plans or packages, without the prior written approval of
            the Designated AMCE Representative.

                  (iii) GCX will not relocate management personnel without the
            prior written approval of the Designated AMCE Representative if such
            relocation is not in the Ordinary Course of Business and the costs
            of such relocation exceeds $5,000 per employee.

                  (iv) GCX will provide AMCE copies of all registration
            statements filed with respect to any Company Plan.

                  (v) GCX will provide AMCE copies of all reports submitted by
            third party administrators, actuaries, investment managers,
            consultants, or other independent contractors with respect to any
            Company Plan, Company Other Benefit Obligations, or Company VEBA.

                  (vi) GCX will provide AMCE a copy of any Form 5500 filed with
            respect to each Company Plan during the Term of this Agreement,
            including all

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            schedules and the opinions of independent accountants.

                  (vii) GCX will provide AMCE a copy of all notices that were
            given by the IRS, the PBGC, or the Department of Labor to GCX or any
            of its ERISA Affiliates during the Term of this Agreement.

                  (viii) GCX will provide AMCE a copy of any Form PBGC-1 filed
            in connection with any Title IV Plans during the Term of this
            Agreement.

                  (ix) GCX will provide AMCE a copy of all notifications
            provided to employees of their rights under ERISA Section 601 et sq.
            and IRC Section 4980B during the Term of this Agreement.

            (r) Employee Retention. From time to time during this Agreement,
      AMCE may require GCX or its Affiliates to offer and pay certain retention
      incentives to employees selected by AMCE. AMCE will fund any amounts paid
      to and accepted by the selected employees and any related amounts that GCX
      may owe under applicable Legal Requirements, such as withholding. Any
      retention incentive referenced in this paragraph is separate from GCX's
      existing severance, enhanced severance and retention programs and
      contractual obligations, all of which are at the sole cost and expense of
      GCX and its Affiliates and are the sole obligations of GCX and its
      Affiliates.

            (s) Capital Expenditures. GCX will make necessary capital
      expenditures in the Ordinary Course of Business but not in excess of the
      amounts provided for in the Cash Flow Projection; provided, that GCX and
      its Affiliates will not make any material changes to concession stands,
      equipment or point of sale systems without the prior written approval of
      the Designated AMCE Representative (other than normal replacements and
      repairs in the Ordinary Course of Business).

            3. TERM AND TERMINATION.

            (a) The term of this Agreement (the "TERM") will commence on the
      Effective Date and end on the effective date of the Reorganization Plan,
      subject to earlier termination pursuant to paragraph (b).

            (b) This Agreement may be terminated (i) by the mutual consent of
      both parties, (ii) by AMCE, if GCX breaches this Agreement, the LOI, the
      Reorganization Plan or any other document, instrument or Bankruptcy Court
      order executed and or entered, as applicable, in connection with the
      Transaction and fails to cure such breach within thirty (30) days after
      AMCE gives GCX written notice of such breach, (iii) by GCX, if AMCE
      breaches this Agreement, the LOI, the Reorganization Plan or any other
      document, instrument or Bankruptcy Court order executed and or entered, as

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      applicable, in connection with the Transaction and fails to cure such
      breach within thirty (30) days after GCX gives AMCE written notice of such
      breach, (iv) by either party upon the termination of the LOI or the
      definitive agreement for the Transaction. The sole and exclusive remedy
      for monetary damages due to termination or breach of this Agreement shall
      be as provided for in the LOI, but nothing in this sentence shall limit
      the availability of equitable remedies, including specific performance
      under Section 15, for breach of this Agreement.

            4. DESIGNATED AMC REPRESENTATIVE APPROVAL. Pursuant to any provision
within this Agreement requiring the prior written approval of a Designated AMCE
Representative, such Designated AMCE Representative will provide GCX with
written notice of its approval or rejection, or request for additional
information, within four (4) Business Days of receipt of such request made by
GCX or its Affiliates. If AMCE does not provide GCX with a written response of
any kind within four (4) Business Days, AMCE will be deemed to have approved
such action. Any consent or approval of AMCE required under this Agreement may
be given or withheld in AMCE's sole discretion.

            5. RELATIONSHIPS AMONG THE PARTIES. Nothing in this Agreement will
cause the relationship between GCX (its Affiliates or third party providers) on
the one hand and AMCE and its Affiliates on the other hand to be deemed to
constitute an agency, partnership or joint venture. The terms of this Agreement
are not intended to cause any of the parties and their Affiliates to become a
joint employer for any purpose. Each of the parties agrees that the provisions
of this Agreement as a whole are not intended to, and do not, constitute control
of the other party (or any Affiliates of the other party) or provide it with the
ability to control such other party or such other party's employees, agents and
representatives under this Agreement (or any Affiliates of the other party), and
each party to this Agreement expressly disclaims any right or power under this
Agreement to exercise any power whatsoever over the management or policies of
the other party (or any Affiliates of the other party). Nothing in this
Agreement obligates either party to act in breach of the requirements of any
Legal Requirements.

            6. GOVERNING LAW. Except to the extent that the Bankruptcy Code or
Bankruptcy Rules are applicable, this Agreement will be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to its conflict of laws principles.

            7. ASSIGNMENT.Neither party may assign, transfer or convey any
right, obligation or duty, in whole or in part, or any other interest under this
Agreement, without the prior written consent of the other party, except that
AMCE has the right to assign, transfer, or convey its rights, obligations and
duties to any Affiliate. Any such assignment, transfer, or conveyance permitted
hereunder will not relieve such transferring or assigning party of liability

                                       13
<PAGE>
for its responsibilities and obligations hereunder. All obligations and duties
of a party under this Agreement will be binding on all successors in interest
and permitted assigns of such party.

            8. FORCE MAJEURE/DELAY. No party will be responsible for delays in
or suspension of performance caused by acts of God or a Governmental Authority
or acts of war or terrorism unless such delays or suspensions (or parts of such
delays or suspensions) could have been prevented upon the exercise of reasonable
diligence in accordance with industry standards;provided, that such party has a
duty reasonably to mitigate, or cause to be mitigated, any such delays or
suspensions (or parts of such delays or suspensions).

            9. ENTIRE AGREEMENT. This Agreement (together with the schedules to
this Agreement, which are incorporated into this Agreement by this reference)
and that certain letter agreement respecting confidentiality and nondisclosure
dated June 29, 2001 between GCX and AMCE contains the entire agreement between
the parties to this Agreement with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, oral or
written, with respect to such matters.

            10. THIRD-PARTY RIGHTS. Nothing contained in this Agreement, express
or implied, establishes or creates, or is intended or will be construed to
establish or create, any right in or remedy of, or any duty or obligation to,
any third party.

            11. NOTICES. Any notice, request, demand, waiver, consent, approval
or other communication that is required or permitted under this Agreement must
be in writing and will be deemed given only if delivered personally or sent by
registered or certified mail or by Federal Express or other reputable overnight
mail service, postage prepaid, or by telefacsimile, with written confirmation to
follow, as follows:

            (a)   If to GCX, to:

                        GC Companies, Inc.
                        1300 Boylston Street
                        Chestnut Hill, Massachusetts 02467
                           Attention: G. Gail Edwards
                           With a copy to:  Philip J. Szabla, Esq.
                           Facsimile: (617) 264-8206

                  With a required copy to (which will not itself constitute
                  notice):

                        Goodwin Procter LLP
                        Exchange Place
                        Boston, Massachusetts 02109
                        Attention:  Daniel M. Glosband, Esq.

                                       14
<PAGE>
                        Facsimile: (617) 523-1231


            (b)   If to AMCE, to:

                        AMC Entertainment Inc.
                        106 W. 14th Street, Suite 2000
                        Kansas City, Missouri 64105
                        Attention: Peter C. Brown
                        Facsimile: (816) 480-4617

                  With a required copy to (which will not itself constitute
                  notice):

                        Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2800
                        Kansas City, Missouri 64108-2612
                        Attention:  Raymond F. Beagle, Jr., Esq.
                        Facsimile: (816) 292-2001

or to such other address or facsimile numbers as the addressee may have
specified in a notice duly given to the sender as provided in this Agreement.
Such notice, request, demand, waiver, consent, approval or other communication
will be deemed to have been given as of the date so delivered or, if such date
is not a Business Day, on the next Business Day.

            12. COUNTERPARTS. This Agreement and any amendments to this
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original by the parties executing such counterpart, but all of
which will be considered one and the same instrument.

            13. AMENDMENT; WAIVER. Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by each of the parties, or in the case of a
waiver, by the party against whom the waiver is to be effective, subject in each
case to approval of the Bankruptcy Court where required. No failure or delay by
any party in exercising any right, power or privilege under this Agreement will
operate as a waiver of such right, power or privilege nor will any single or
partial exercise of such right, power or privilege preclude any other or further
exercise of such right, power or privilege or the exercise of any other right,
power or privilege.

            14. SEVERABILITY. The provisions of this Agreement will be deemed
severable and the invalidity or unenforceability of any provision will not
affect the validity or enforceability of the other provisions of this Agreement
unless such invalidity or unenforceability, after taking into account the
mitigation contemplated by the next sentence, deprives a party of a

                                      15
<PAGE>
material benefit contemplated by this Agreement. If any provision of this
Agreement, or the application of such provision to any Person or any
circumstance, is invalid or unenforceable, (a) a suitable and equitable
provision will be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable
provision and (b) the remainder of this Agreement and the application of such
provision to other persons, entities or circumstances will not be affected by
such invalidity or unenforceability, nor will such invalidity or
unenforceability affect the validity or enforceability of such provision, or the
application of such provision, in any other jurisdiction.

            15. SPECIFIC PERFORMANCE. The parties hereto recognize that any
breach of the terms of this Agreement may give rise to irreparable harm for
which money damages would not be an adequate remedy, and accordingly agree,
that, in addition to other remedies, the nonbreaching party will be entitled to
enforce the terms of this Agreement by a decree of specific performance without
the necessity of proving the inadequacy of a remedy of money damages and without
the posting of any bond or other security.

            16. INTERPRETATION OF AGREEMENT. The section headings contained in
this Agreement are for reference purposes only and do not in any way affect the
meaning or interpretation of this Agreement. The words "includes" and
"including" are not words of limitation and should be read to also add "without
limitation." References to the singular include the plural and vice versa, and
reference to one gender include all genders, unless the context otherwise
requires.

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                                       16
<PAGE>
            IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.

                                    AMC ENTERTAINMENT INC.




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


                                    GC COMPANIES, INC.


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



























                   SIGNATURE PAGE TO INTERIM OPERATING AGREEMENT