Exhibit 4.9


 





 


 


                                                                                                                                                                                                                                                                                                                                                                                                                                        


NUMBER

AC                                                                                                                                                                                                                                                                                                                                                                                                                                      SHARES


                                                                                                                                                                                                                                                                                                                                                                                                                                        


                                                                                                                                                                                                                                                                                                                                                                                                                                        


                                                AMC ENTERTAINMENT INC.

INCORPORATED UNDER THE LAWS


OF THE STATE OF DELAWARE                                                                                                                         CUSIP    00165A   10   8


                                                                                                                                                                                                                                                                                                                                                                                                                                        SEE
REVERSE FOR CERTAIN DEFINITIONS


                                                                                                                                                     COMMON STOCK                                                                                                                                                                                                                                                                 


THIS CERTIFIES THAT                                                                                                                                                                                                                                                                                                                                                                                                                   


                                                                                                                                                                                                                                                                                                                                                                                                                                        


                                                                                                                                                     SPECIMEN                                                                                                                                                                                                                                                                          


                                                                                                                                                                                                                                                                                                                                                                                                                                        


is the owner of                                                                                                                                                                                                                                                                                                                                                                                                                         


                                                                                                                                                                                                                                                                                                                                                                                                                                        


FULLY PAID AND
NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01 EACH OF


AMC
ENTERTAINMENT INC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      


transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby are issued and shall be held subject to all of the
provisions of the Restated and Amended Certificate of Incorporation and the
By-Laws of the Corporation, to all of which the holder by acceptance hereof
assents.


This Certificate is not valid unless countersigned and registered
by the Transfer Agent and Registrar.


WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


 


Dated:


 


[Signature]                                                                                                                                                                                                                                                                                                                                                                     [Signature]


 


CHAIRMAN                                                                                                                                                                                                                                                                                                                                                                       SECRETARY


 


COUNTERSIGNED AND REGISTERED:


UMB BANK, n.a.


TRANSFER AGENT AND REGISTRAR


 


BY:


AUTHORIZED
SIGNATURE


 


AMC
ENTERTAINMENT INC.

INCORPORATED

2004

DELAWARE


 




















AMC ENTERTAINMENT INC.


 


THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH
STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.


 


The
following abbreviations, which used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM                                                   —                       as tenants in common                                                                                                                                                                                              UNIF
GIFT MIN ACT                                                                                         —                ......................Custodian..................


TEN ENT                                                    —                       as tenants by the
entireties                                                                                                                                                                                                                                                                                                                     (Cust)                                (Minor)


JT TEN                                                     —                       as joint tenants with
right of                                                                                                                                                                                                                                                                                                                   under
Uniform Gifts to Minors


                                                                                    survivorship and not as
tenants                                                                                                                                                                                                                                                                                                                  Act.................................................


                                                                                    in
common                                                                                                                                                                                                                                                                                                                                      (State)


                                                                                                                                                                                                                                                                                                                                                                                                                                     


 


 


Additional abbreviations may also be used though not in the above
list.


 


For Value Received,  hereby sell, assign and transfer unto 


 


PLEASE INSERT SOCIAL SECURITY OR OTHER


IDENTIFYING NUMBER OF ASSIGNEE


 


 


 


 


 


(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)


 


Shares of the capital stock represented by
the within Certificate, and do hereby irrevocably constitute and appoint
Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.


 


 


Dated                                                                                                                                                                                                                                                                                                                    X                      


                                                                                                                                                                                                                                                                                                                         


                                                                                                                                                                                                                                                         X                                                               


                                                                                                                                                                                                                                                                                                                         


                                                                                                                                                                                                                                                                                                                         


ABOVE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.


                                                                                                                                                                                                                                                                                                                         


THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION SUCH AS A
SECURITIES BROKER/DEALER, COMMERCIAL BANK & TRUST COMPANY, SAVINGS AND LOAN
ASSOCIATION OR A CREDIT UNION PARTICIPATING IN A MEDALLION PROGRAM APPROVED BY
THE SECURITIES TRANSFER ASSOCIATION, INC.