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                                  GUARANTY OF LEASE                    [REIT]
                                  (Name of Project)

    THIS GUARANTY is given this _______ day of November 1997, by AMC 
ENTERTAINMENT INC., a Delaware corporation ("GUARANTOR"), to ENTERTAINMENT 
PROPERTIES TRUST,  a Maryland real estate investment trust ("OWNER").

    In order to induce Owner to enter into a certain Lease (the "LEASE") 
dated as of November ____, 1997, between Owner, as Landlord, and American 
Multi-Cinema, Inc., a wholly-owned subsidiary of Guarantor (the "TENANT"), as 
Tenant, pursuant to which Owner has leased to Tenant certain premises located 
in _______________ and described therein (the "LEASE"), Guarantor agrees as 
follows:

    1.   GUARANTY.  Guarantor hereby absolutely and unconditionally 
guarantees to Owner, subject to the terms of this Guaranty and to the 
limitations set forth herein, (i) the full, prompt and complete payment of 
the rent and all other sums due and payable by Tenant under the Lease and all 
costs incurred by Owner in collecting such sums or in enforcing its rights 
hereunder, and (ii) the full, prompt and complete performance by Tenant of 
all covenants, conditions and provisions in the Lease required to be 
performed by Tenant (collectively, the "LIABILITIES").  If Tenant fails to 
pay or perform any of the Liabilities, Guarantor shall pay or perform such 
Liabilities within thirty days after written notice of such failure from 
Owner.  Guarantor waives any right to require Owner to proceed first against 
Tenant or to exhaust any remedy Owner may have against Tenant under the Lease 
or with respect to any security granted by Tenant under the Lease before 
proceeding against Guarantor.

    2.   RIGHT TO ASSERT DEFENSES.  

         A.   Except as provided in subparagraph (B) of this Section, 
Guarantor shall have the benefit of and shall be entitled to assert with 
respect to its obligations hereunder any and all rights, claims, 
counterclaims, offsets and defenses available to Tenant with respect to the 
Liabilities or which Tenant is otherwise entitled to assert against Owner; 
provided however that in the event Tenant has the right to dispute a default 
asserted by Owner in the manner permitted by Article ___ of the Lease and 
either (i) does not pursue such right, or (ii) is adjudged by a court of 
competent jurisdiction to be in default of its obligation under the Lease,  
then, notwithstanding the provisions of this Section 2(A), Guarantor shall 
not be entitled to assert as a defense to its obligations hereunder the right 
to dispute the default under said Article ___ of the Lease.

         B.   The duties and obligations of Guarantor hereunder shall not be 
affected by, and Guarantor hereby waives any defense based on, the Tenant's 
becoming insolvent or being adjudicated a bankrupt, or filing a petition for 
reorganization, liquidation, or for the adjustment of debts or for similar 
relief under any present or future provision of the Bankruptcy Code, or the 
issuance by a court of an order for relief in the case of a petition being 
filed by a creditor or 


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creditors of Tenant, or the seeking by Tenant of a judicial readjustment of 
the rights of its creditors under any present or future federal or state law, 
or the appointment of a receiver or trustee of all or part of Tenant's 
property and assets by any state or federal court.

    3.   WAIVER.  Guarantor hereby waives notice of acceptance of this 
Guaranty and hereby waives, so long as Tenant remains an affiliate of 
Guarantor, notice of any amendment of any Liabilities (including any 
amendment of the Lease) and the granting of any indulgence or extension of 
time to Tenant to perform under the Lease. Guarantor hereby also waives, so 
long as Tenant remains an affiliate of Guarantor, any and all other notices 
which by law or under the terms and provisions of the Lease are required to 
be given to Tenant, any demand for or notice of default in the payment of any 
sums payable by Tenant under the Lease or in the performance of all and 
singular the terms, covenants, conditions and provisions in the Lease 
required to be performed by Tenant, except as specifically set forth in 
Section 1 hereof.  Any modification, amendment, change or extension of any of 
the terms, covenants or conditions of the Lease which Tenant (which term shall 
include, without limitation, a trustee in bankruptcy) and Owner may hereafter 
make, or any forbearance, delay, neglect or failure on the part of Owner in 
enforcing any of the terms, covenants, conditions or provisions of the Lease, 
or any sale, conveyance, mortgaging or other transfer by Owner of any right, 
title, interest or estate in or to any of the property of which the Premises 
is a part, or any assignment, mortgaging or other transfer by Tenant of the 
Lease or any interest therein or any subletting of all or part of the 
Premises, or any dissolution or liquidation of Tenant, shall not in any way 
affect, impair or discharge the unconditional liability of Guarantor to Owner 
hereunder.  Notwithstanding the foregoing, Owner agrees that if Tenant is no 
longer affiliated with Guarantor, Owner will, in addition to the notices 
required by Section 1 hereof, give Guarantor notice of any and all such 
actions, event or occurrences as are described in this Section 3.  For the 
purposes hereof, Tenant shall be deemed to be an affiliate of Guarantor until 
such time as Guarantor notifies Owner in writing that Tenant is no longer an 
affiliate of Guarantor.

    4.   LIMITATIONS ON GUARANTY.  Notwithstanding anything to the contrary 
contained in this Guaranty:  (i)  if Tenant shall assign its interest in the 
Lease as permitted therein and shall be released thereunder of any liability 
accruing subsequent to the date of assignment, then Guarantor shall have no 
further obligation with respect to Liabilities that accrue hereunder from and 
after the date Tenant is released; and (ii) Guarantor shall have no 
obligation or liability under this Guaranty for any obligations for payment 
or performance that accrue under the Lease during any option periods or 
renewals of the Lease if Original Tenant as defined in the Lease is the 
tenant under the Lease at the date of expiration of the original term of the 
Lease. Upon Guarantor's request, Owner shall confirm in writing the release 
of liability in favor of Guarantor as described in clauses (i) and (ii) 
above. 
    
    5.   DEFAULT OF TENANT.  If because of Tenant's default, the Lease is 
terminated, then Owner shall notify Guarantor thereof, and if Guarantor would 
otherwise have continuing liability to Owner hereunder, then at Guarantor's 
option upon written notice to Owner, shall enter into a 


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New Lease with Guarantor (or an affiliate of Guarantor other than Tenant) for 
the balance of the term of the Lease (including option periods), on the same 
terms as are set forth in the Lease, and such New Lease shall continue as a 
direct lease between Owner and Guarantor or its affiliate (as tenant).  As a 
condition of Owner's obligation to enter into the New Lease, Guarantor shall 
cure all monetary defaults, and other defaults capable of being cured, and 
shall reimburse Owner for any costs incurred by Owner in connection with such 
default, including reasonable attorneys' fees and court costs.

    6.   NOTICES.  All notices, consents, requests and  approvals 
(collectively, "NOTICES") required or permitted hereunder shall only be 
effective if in writing.  All Notices shall be sent by Federal Express, 
Airborne or similar express courier which delivers only upon signed receipt 
of the addressee, by facsimile or by certified mail, with return receipt 
requested. Notices to Guarantor shall be sent to 106 West 14th Street, Suite 
1700, Kansas City, Missouri 64105, marked for the attention of Lease 
Administrator, with a copy to Lathrop & Gage L.C., 2345 Grand Boulevard, 
Suite 2500, Kansas City, Missouri, 64108, marked for the attention of E.T. 
Bullard, or to such other addresses as Guarantor may later designate by 
Notice to Owner.  All Notices to Owner shall be sent to Entertainment 
Properties Trust, 1221 Baltimore Avenue, Kansas City, Missouri, 64105, marked 
for the attention of Robert L. Harris, President, with a copy to Stinson, Mag 
& Fizzell, P.C., 1201 Walnut, Suite 2800, Kansas City, Missouri, 64105, 
marked for the attention of Michael G. O'Flaherty, or to such other address 
as Owner may later designate by Notice to Guarantor. All Notices shall be 
effective upon the date of receipt by the addressee thereof as shown on the 
return or courier receipt of the Notice, on the facsimile confirmation page, 
or the certified mail receipt, as applicable.  

    7.   CUMULATIVE OBLIGATIONS.  The amount of liability of Guarantor and 
all rights, powers, and remedies of Owner hereunder and under any other 
agreement now or at any time hereafter in force between Owner and Guarantor 
relating to any obligations or indebtedness of Tenant or Guarantor to Owner 
shall be cumulative and not alternative and such rights, powers, and remedies 
shall be in addition to all rights, powers, and remedies given to Owner by 
law.

    8.   SEPARATE ACTIONS. The agreements, obligations, warranties and 
representations of Guarantor hereunder are independent of the obligations of 
Tenant.  In the event of any default hereunder, a separate action or actions 
may be brought and prosecuted against the undersigned, whether Tenant is 
joined therein or a separate action or actions are brought against Tenant.  
Owner may maintain successive actions for other defaults.  Owner's right 
hereunder shall not be exhausted by its exercise of any of its rights or 
remedies until and unless all indebtedness and obligations hereby guaranteed 
have been paid and fully performed.

    9.   SAVINGS CLAUSE.  Should any one or more provisions of this Guaranty 
be determined to be illegal or unenforceable, all other provisions 
nevertheless shall be effective.

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    10.  SUCCESSORS AND ASSIGNS.  This Guaranty shall inure to the benefit of
Owner, its successors and assigns, and shall bind the heirs, executors,
administrators, successors, and assigns of Guarantor and any parties
constituting Guarantor.

    11.  WAIVER IN WRITING.  No provision of this Guaranty or right of Owner 
hereunder can be waived nor can Guarantor be released from Guarantor's 
obligations hereunder except by a writing duly executed by Owner and except 
as specifically provided for herein.

    12.  ATTORNEYS FEES.  If it becomes necessary for Owner to employ counsel 
to enforce the obligations of Guarantor hereunder, then, to the extent 
permitted by law, all reasonable attorneys' fees and expenses in connection 
therewith of the prevailing party in any action instituted shall be paid by 
the other party.

    13.  GENERAL.  Guarantor will not exercise any right of subrogation with 
respect to any payment made hereunder unless and until all Liabilities shall 
have been paid in full; if any payment is made to Guarantor on account of 
such subrogation rights at any time when the Liabilities have not been paid 
in full, any amounts so paid shall be forthwith paid to Owner to be applied 
to any of the Liabilities.  This Guaranty may be amended only in writing 
signed by Guarantor and Owner.  This Guaranty shall be binding upon the 
successors and assigns of Guarantor and shall inure to the benefit of Owner 
and its successors and assigns.  Guarantor represents and warrants that it is 
a corporation duly organized, legally existing and in good standing under the 
laws of the State of Delaware and that it has the power and authority to 
execute, deliver and perform this Guaranty.

    Executed as of the date first above written.

                                  AMC ENTERTAINMENT INC.,
                                  a Delaware corporation 
ATTEST:

By: ____________________________       By: ________________________________

Print Name:_____________________       Print Name: ________________________

Title: _________________________       Title: _____________________________

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