

===============================================================================


















                          REGISTRATION RIGHTS AGREEMENT

                                      dated

                                 APRIL 19, 2001

                                  by and among

                             AMC ENTERTAINMENT INC.

                                       and

                         APOLLO INVESTMENT FUND IV, L.P.

                        APOLLO OVERSEAS PARTNERS IV, L.P.

                         APOLLO INVESTMENT FUND V, L.P.

                        APOLLO OVERSEAS PARTNERS V, L.P.










===============================================================================


<PAGE>




                                TABLE OF CONTENTS

                                                                            Page

SECTION 1.         Definitions................................................1
SECTION 2          Demand Registration........................................4
SECTION 3.         Piggyback Registration.....................................6
SECTION 4.         "MARKET STAND-OFF" AGREEMENT...............................6
SECTION 5.         Expenses...................................................7
SECTION 6.         Preparation and Filing.....................................7
SECTION 7.         Indemnification............................................9
SECTION 8.         Underwriting Agreement....................................12
SECTION 9.         Information by Holders....................................12
SECTION 10.        Exchange Act Compliance...................................12
SECTION 11.        No Conflict of Rights.....................................12
SECTION 12.        TRANSFER OF REGISTRATION RIGHTS...........................12
SECTION 13.        MISCELLANEOUS.............................................13


                                       i

<PAGE>


          This  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement") is made and
                                                         ---------
entered  into  this 19th day of April  2001 by and  among (i) AMC  ENTERTAINMENT
INC., a Delaware  corporation (the "Company"),  (ii) APOLLO  INVESTMENT FUND IV,
L.P., a Delaware limited  partnership  ("AIF IV"), and APOLLO OVERSEAS  PARTNERS
IV, L.P., a Cayman  Islands  exempted  limited  partnership  ("AOP IV"), and any
other partnership or entity affiliated with and managed by Apollo and over which
Apollo exercises investment authority,  including voting and dispositive rights,
and to which either AIF IV or AOP IV assigns any of their  respective  interests
hereunder  (collectively,  the "Apollo IV Investors"),  (iii) APOLLO  INVESTMENT
FUND V,  L.P.,  a Delaware  limited  partnership  ("AIF V") and APOLLO  OVERSEAS
PARTNERS V, L.P., a Cayman Islands exempted limited  partnership  ("AOP V"), and
any other  partnership or entity  affiliated with and managed by Apollo and over
which Apollo exercises  investment  authority,  including voting and dispositive
rights,  and to which  either  AIF V or AOP V  assigns  any of their  respective
interests hereunder,  consistent with the provisions hereof  (collectively,  the
"Apollo V Investors", and together with the Apollo IV Investors, the "Investors"
and individually,  an "Investor").  Certain terms used and not otherwise defined
in the text of this Agreement are defined in Section 1 of this Agreement.


                                    RECITALS

          WHEREAS, the parties to the Agreement are simultaneously entering into
that  certain  Investment  Agreement  of even  date  herewith  (the  "Investment
                                                                      ----------
Agreement")  pursuant to which the Investors  have agreed to purchase  shares of
---------
Preferred Stock (as defined below) from the Company,  which are convertible into
shares of the Company's Common Stock (as defined below).

          WHEREAS,  the  execution  of this  Agreement  is an  inducement  and a
condition  precedent to the purchase by the Investors of the shares of Preferred
Stock under the Investment Agreement.

          NOW THEREFORE,  the Company and the Investors,  each,  intending to be
legally bound hereto, agree as follows:

     Section 1 Definitions. As used in this Agreement, the following terms shall
               -----------
have the following

meanings:

          "Affiliate"  means,  with respect to any Person,  (i) any other Person
           ---------
directly or indirectly controlling or controlled by, or under direct or indirect
common  control with,  such specified  Person;  (ii) any other Person that owns,
directly or  indirectly,  ten percent or more of such Person's  capital stock or
other  equity  interests  or any officer or director of any such Person or other
Person;  or (iii)  with  respect to any  natural  Person,  any  person  having a
relationship  with such Person by blood,  marriage  or adoption  not more remote

                                       2
<PAGE>

than first cousin; provided,  however, that with respect to Apollo or the Apollo
                   --------   -------
Purchasers,  the term  "Affiliate"  shall not include any limited partner of the
Apollo Purchasers or their Affiliates nor any portfolio or investee companies of
the Apollo Purchasers or their Affiliates so long as, in either case, (x) Apollo
does not  control or have  investment  authority  over such  limited  partner or
portfolio or investee company; (y) such limited partner or portfolio or investee
company  does not  operate in the  domestic  theatrical  exhibition  industry or
otherwise  compete  with the Company  and (z) Apollo  does not own,  directly or
indirectly, 33% or more of such portfolio or investee company's capital stock or
other equity  interests.  For purposes of this  definition,  "control" when used
with respect to any  specified  Person means the power to direct the  management
and  policies  of such  Person,  directly  or  indirectly,  whether  through the
ownership  of  voting  securities,  by  contract  or  otherwise;  and the  terms
"controlling" and "controlled" shall have correlative meanings.

          "Apollo" means Apollo  Management IV, L.P., Apollo Management V, L.P.,
           ------
and their respective Affiliates.

          "Board" means the Board of Directors of the Company.
           -----

          "Closing"  has the  meaning  assigned  to such term in the  Investment
           -------
Agreement.

          "Closing Date" has the meaning assigned to such term in the Investment
           ------------
Agreement.

          "Commission"   means  the  United  States   Securities   and  Exchange
           ----------
Commission or any other Federal agency at the time  administering the Securities
Act and Exchange Act.

          "Common  Stock" means the Common Stock,  par value $0.662/3 per share,
           -------------
of the Company.

          "Demand Registration" has the meaning assigned to such term in Section
           -------------------
2(a).

          "Exchange Act" means the Securities  Exchange Act of 1934, as amended,
           ------------
or any similar successor  federal statute,  and the rules and regulations of the
Commission promulgated thereunder,  all as the same shall be in effect from time
to time.

          "Indemnified  Party" has the meaning  assigned to such term in Section
           ------------------
7(a).

          "Information" has the meaning assigned to such term in Section 6(i).
           -----------

          "Inspectors" has the meaning assigned to such term in Section 6(i).
           ----------

          "Investment Agreement" shall have the meaning assigned to such term in
           --------------------
the Recitals.

          "Investor"  and  "Investors"  shall have the meaning  assigned to such
           --------------------------
term in the Preamble.

          "Lock-up  Period"  shall  have the  meaning  assigned  to such term in
           ---------------
Section 4.

          "Losses" shall have the meaning assigned to such term in Section 7(a).
           ------

          "NASDAQ" means the automated quotation system of the NASD.
           ------

                                       2
<PAGE>

          "Other  Shares"  means  the  shares  of  Common  Stock  that  are  not
           -------------
Registrable Shares.

          "Person"  shall  be  construed  broadly  and  shall  include,  without
           ------
limitation,  an  individual,  a  partnership,  an  investment  fund,  a  limited
liability corporation, a corporation, an association, a joint stock corporation,
a trust,  a joint venture,  an  unincorporated  organization  and a governmental
entity or any department, agency or political subdivision thereof.

          "Piggyback  Registration" shall have the meaning assigned to such term
           -----------------------
in Section 3(a).

          "Preferred  Stock" means the Series A Preferred Stock and the Series B
           ----------------
Preferred Stock.

          "Records" has the meaning assigned to such term in Section 6(i).
           -------

          "Registrable  Shares" means (i) any shares of Common Stock held by the
           -------------------
Investors or any permitted  transferee at any time, (ii) any shares of Preferred
Stock held by the Investors or any permitted  transferee at any time,  (iii) any
shares of Common Stock and/or Preferred Stock issuable or issued upon conversion
of the Preferred Stock held by the Investors or any permitted  transferee at any
time, and (iv) any Common Stock or Preferred  Stock of the Company issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
that is issued as) a  dividend  or other  distribution  with  respect  to, or in
exchange for, or in replacement of, the shares referenced in (i), (ii) and (iii)
above;  except,  in each case, for shares of Common Stock and/or Preferred Stock
(x) the sale of which  is  covered  by a  registration  statement  that has been
declared  effective  under the  Securities  Act or (y) which are  eligible to be
resold under Rule 144(k).

          "Rule 144" means Rule 144 promulgated  under the Securities Act or any
           --------
successor rule thereto or any complementary rule thereto.

          "Securities Act" means the Securities Act of 1933, as amended,  or any
           --------------
similar  successor  federal  statute,  and  the  rules  and  regulations  of the
Commission promulgated thereunder,  all as the same shall be in effect from time
to time.

          "Selling  Holder"  shall  have the  meaning  assigned  to such term in
           ---------------
Section 6(b).

          "Selling  Holders'  Counsel"  shall have the meaning  assigned to such
           ---------------------------
term in Section 6(b).

          "Series A Preferred  Stock" means the  Company's  Series A Convertible
           --------------------------
Preferred Stock, par value $0.66 2/3 per share.

          "Series B Preferred  Stock" means the Company's  Series B Exchangeable
           -------------------------
Preferred Stock, par value $0.66 2/3 per share.

                                       3
<PAGE>

          "Standstill  Agreement"  shall mean the Standstill  Agreement  entered
           ---------------------
into on the date  hereof by and  between  the  Company,  Apollo,  and the Apollo
Investors.

     Section 2.Demand Registration.
               -------------------

          (a)  Subject to  subparagraphs  (i),  (ii) and (iii)  below and at any
time beginning 180 days after the date of execution of this  Agreement,  holders
of at least 30% of the total number of outstanding  Registrable Shares (assuming
conversion  of all  shares of  Preferred  Stock  into  Common  Stock) may make a
written request to the Company to effect a registration under the Securities Act
of all or a portion of the Registrable Shares held by such requesting holders in
accordance  with this  Section 2 (a "Demand  Registration").  The request  shall
                                     --------------------
specify the number of Registrable  Shares proposed to be included in such Demand
Registration and the intended method of distribution, which may be pursuant to a
shelf registration.  The Company shall promptly use its best efforts to effect a
Demand Registration,  as expeditiously as possible, on an appropriate form under
the  Securities  Act of the  Registrable  Shares  which the  Company has been so
requested  to  register;  provided,  however,  that  the  Company  shall  not be
                          --------   -------
obligated to effect any Demand  Registration  under the Securities Act except in
accordance with the following provisions:

               (i) the  Company  shall not be  obligated  to file more than five
          registration  statements in total  pursuant to this Section 2, subject
          to paragraph (c) below;

               (ii) the Company shall not be obligated to file any  registration
          statement  during  any  period  in which  (A) any  other  registration
          statement  (other than on Form S-4 or Form S-8  promulgated  under the
          Securities  Act or any  successor  forms  thereto)  pursuant  to which
          Registrable  Shares  are to be or were  sold  has been  filed  and not
          withdrawn or has been declared  effective  within the prior 90 days or
          (B) the  Company  has  determined  in good  faith that the filing of a
          registration  statement  would  require  the  disclosure  of  material
          information  that the  Company  has a bona fide  business  purpose for
          preserving as  confidential,  such filing to be delayed until the date
          which is 90 days after such request for registration  pursuant to this
          Section 2(a), provided,  that the Company may only so delay the filing
                        --------
          or effectiveness of a registration  statement pursuant to this Section
          2(a)(ii)(B) on one occasion during any twelve-month period; and

               (iii) with  respect to the Demand  Registration  pursuant to this
          Section  2,  the  Company  may  include  in such  Demand  Registration
          securities  that are not  Registrable  Shares  if,  in the view of the
          managing underwriter,  the inclusion thereof will not adversely affect
          such offering. If such Demand Registration is an underwritten offering
          and the managing  underwriter  advises the Company in writing that the
          inclusion of all  Registrable  Shares and the Other Shares proposed to
          be included  in such  Demand  Registration  would  interfere  with the
          successful marketing (including pricing) of all such securities,  then
          the number of  Registrable  Shares  and Other  Shares  proposed  to be
          included  in  such  Demand  Registration  shall  be  included  in  the
          following order:

                                       4
<PAGE>

               (A) First, up to the number of Registrable Shares requested to be
                   -----
          included which in the opinion of the managing  underwriter can be sold
          without  adversely  affecting the  marketability of the offering,  pro
          rata among the respective  holders  thereof on the basis of the amount
          of Registrable Shares requested to be included in the offering by each
          such holder;

               (B) Second,  any Other Shares the Company proposes to be included
                   ------
          in the Demand Registration; and

               (C) Third,  any Other  Shares  requested  to be  included  in the
                   -----
          Demand  Registration  by any holder  having  contractual  registration
          rights.

          (b) The holders of Registrable Shares requesting a Demand Registration
may, in the notice delivered  pursuant to paragraph 2(a) above,  elect that such
Demand  Registration  be an  underwritten  offering.  Upon such  election,  such
holders shall select one or more nationally  recognized  investment banks to act
as the managing underwriter and shall select any additional  investment banks to
be  used  in  connection  with  such  offering,   provided  that  such  managing
underwriter and investment banks must be reasonably satisfactory to the Company.
The Company  shall,  together  with all holders  proposing  to sell  Registrable
Shares in such offering, enter into a customary underwriting agreement with such
underwriters.

          (c) A request for a Demand  Registration  may be  withdrawn by written
notice to the Company by the holders a majority of the Registrable  Shares to be
included in such registration with the following consequences:

               (i) If such request for a Demand  Registration is withdrawn prior
          to the  filing  date of the  registration  statement,  such  withdrawn
          registration shall not count as a Demand  Registration for purposes of
          paragraph (a) above;

               (ii) If such request for a Demand Registration is withdrawn after
          the  filing  date  of the  registration  statement  but  prior  to its
          effective  date,  such  withdrawn  registration  shall  not count as a
          Demand  Registration  for  purposes  of  paragraph  (a)  above  if the
          participating   holders  (x)  have  reimbursed  the  Company  for  all
          out-of-pocket expenses incurred by the Company in connection with such
          withdrawn  registration  or  (y)  (1)  reasonably  believed  that  the
          registration  statement contained an untrue statement of material fact
          or omitted to state a material fact  required to be stated  therein or
          necessary  to make the  statements  made therein not  misleading,  (2)
          notified  the  Company  of such fact and  requested  that the  Company
          correct such alleged  misstatement or omission and (3) the Company has
          refused to correct such alleged misstatement or omission; and

               (iii) A registration statement that becomes effective shall count
          as a Demand  Registration  for purposes of paragraph  (a) above unless
          (x)  the  registration  statement  becomes  subject  to a stop  order,
          injunction or other order of the Commission or any other  governmental
          agency or court or (y) the  conditions  to  closing  specified  in the
          purchase   agreement  or  underwriting   agreement   entered  into  in
          connection  with such  registration  are not satisfied,  other than by
          some act or omission by the holders.

                                       5
<PAGE>

          Section 3.     Piggyback Registration.
                         ----------------------

          (a)  If at any time the  Company  proposes  for any reason to register
Other  Shares  under  the  Securities  Act  (other  than on Form S-4 or Form S-8
promulgated  under the Securities Act or any successor forms thereto),  it shall
promptly  give  written  notice  to the  holders  of  Registrable  Shares of its
intention to so register the Other Shares and, upon the written  request,  given
within 15 days after delivery of any such notice by the Company,  of any holders
of Registrable Shares to include in such registration Registrable Shares held by
such holders  (which  request  shall  specify the number of  Registrable  Shares
proposed to be included in such registration) (a "Piggyback Registration"),  the
                                                  ----------------------
Company  shall use its  reasonable  best  efforts to cause all such  Registrable
Shares to be  included  in such  Piggyback  Registration  on the same  terms and
conditions as the Other Shares (of similar type as the  Registrable  Securities)
otherwise being sold in such Piggyback Registration;  provided, however, that if
                                                      --------  -------
the  managing  underwriter  advises  the  Company  that  the  inclusion  of  all
Registrable  Shares or Other  Shares  proposed to be included in such  Piggyback
Registration would interfere with the successful  marketing  (including pricing)
of the Other Shares proposed to be registered by the Company, then the number of
Registrable  Shares and Other Shares  proposed to be included in such  Piggyback
Registration shall be included in the following order:

               (i)  First, the Other Shares to be registered by the Company;
                    -----

               (ii) Second,  Registrable  Shares,  pro rata based upon the total
                    ------
          number of Registrable Shares sought to be included in the registration
          and shares having piggyback rights owned by each holder at the time of
          such registration; and

               (iii)  Third,  Other  Shares  (not  included in clause (i) above)
                      -----
          having contractual or incidental piggyback rights, pro rata based upon
          the total number of such Other Shares owned by each holder at the time
          of such registration.

          (b) In connection  with any offering under this Section 3 involving an
underwriting,   the  Company  shall  not  be  required  to  include  a  holder's
Registrable  Shares in the underwritten  offering unless such holder accepts the
terms  of  the   underwriting  as  agreed  upon  between  the  Company  and  the
underwriters selected by the Company.

          Section 4."Market  Stand-Off"  Agreement.  If requested by the Company
                     -----------------------------
and an  underwriter of any capital stock or other  securities of the Company,  a
holder shall not sell or otherwise transfer or dispose of any Registrable Shares
or any other shares of capital  stock of the Company held by such holder  (other
than those included in the registration) during the 180 day period following the
effective  date of a  registration  statement  of the  Company  filed  under the
Securities  Act, or for such shorter period as the officers and directors of the
Company shall agree (the "Lock-Up Period").
                          --------------

          The  obligations  described  in this  Section  4 shall  not apply to a
registration  relating solely to employee  benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated  in the future.  The Company may impose
stop-transfer  instructions with respect to the shares of Common Stock (or other
securities)  subject to the foregoing  restriction until the end of such Lock-Up
Period.

                                       6
<PAGE>

          Section 5.  Expenses.  The  Company  shall  bear  the  expense  of any
                      --------
registrations  effected  pursuant  to  Sections  2  and  3  including,   without
limitation, all registration and filing fees (including all expenses incident to
filing  with the  American  Stock  Exchange  or any  other  national  securities
exchange where the Registrable Shares are listed or accepted for trading),  fees
and expenses of complying with securities and blue sky laws,  printing expenses,
and fees and expenses of the Company's counsel and accountants, and the fees and
expenses of the Selling Holders' Counsel (as defined below) of up to $25,000 for
each  registration,  but excluding any  underwriters'  or brokers'  discounts or
commissions,  transfer  taxes (to the extent that such taxes are required by law
to be paid by the Selling  Holders) and the fees of any counsel,  accountants or
advisors to any Selling Holder, other than the Selling Holders' Counsel.

          Section 6.  Preparation  and Filing.  If and  whenever  the Company is
                      -----------------------
under an  obligation  pursuant to the  provisions  of this  Agreement to use its
reasonable best efforts to effect the  registration  of any Registrable  Shares,
the Company shall, as expeditiously as practicable:

               (a) with respect to a  registration  under  Sections 2 and 3, use
its reasonable  best efforts to cause a registration  statement that proposes to
register such Registrable  Shares to become and remain effective for a period of
270 days or until  all of such  Registrable  Shares  have been  disposed  of (if
earlier);

               (b)  furnish,  at  least  five  business  days  before  filing  a
registration  statement  that proposes to register such  Registrable  Shares,  a
prospectus  relating  thereto or any amendments or supplements  relating to such
registration statement or prospectus,  to each holder of Registrable Shares (the
"Selling  Holder"),  to any  counsel to any  Selling  Holder and to one  counsel
 ---------------
selected by the holders of a majority of such  Registrable  Shares (the "Selling
                                                                         -------
Holders' Counsel"), copies of all such documents proposed to be filed;
----------------

               (c)  prepare and file with the  Commission  such  amendments  and
supplements to such registration statement and the prospectus related thereto as
may be necessary to keep such registration  statement effective for at least the
periods set forth in Section 6(a) or until all of such  Registrable  Shares have
been  disposed  of (if  earlier)  and  to  comply  with  the  provisions  of the
Securities Act with respect to the sale or other disposition of such Registrable
Shares;

               (d) notify in writing any  counsel to any Selling  Holder and the
Selling  Holders'  Counsel  promptly  (i) of the  receipt by the  Company of any
notification with respect to any comments by the Commission with respect to such
registration  statement or prospectus or any amendment or supplement  thereto or
any request by the Commission for the amending or  supplementing  thereof or for
additional  information with respect thereto, (ii) of the receipt by the Company
of any  notification  with respect to the issuance by the Commission of any stop
order suspending the effectiveness of such registration  statement or prospectus
or any amendment or supplement  thereto or the  initiation or threatening of any
proceeding  for that  purpose  and (iii) of the  receipt  by the  Company of any
notification  with  respect  to the  suspension  of the  qualification  of  such
Registrable Shares for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purposes;

                                       7
<PAGE>

               (e) use its best efforts to register or qualify such  Registrable
Shares under such other securities or blue sky laws of such jurisdictions as any
seller of Registrable  Shares reasonably  requests and do any and all other acts
and things which may be reasonably  necessary or advisable to enable such seller
of Registrable Shares to consummate the disposition in such jurisdictions of the
Registrable  Shares owned by such seller;  provided,  however,  that the Company
                                           --------   -------
will not be required to qualify  generally  to do  business,  subject  itself to
general  taxation or consent to general  service of process in any  jurisdiction
where it would not otherwise be required so to do but for this paragraph (e);

               (f) furnish to each seller of such Registrable Shares such number
of copies of a summary  prospectus or other prospectus,  including a preliminary
prospectus,  in conformity with the requirements of the Securities Act, and such
other  documents  as such  Selling  Holder  may  reasonably  request in order to
facilitate the public sale or other disposition of such Registrable Shares;

               (g) use its best efforts to cause such  Registrable  Shares to be
registered with or approved by such other  governmental  agencies or authorities
as may be necessary by virtue of the business and  operations  of the Company to
enable the  seller or sellers  thereof to  consummate  the  disposition  of such
Registrable Shares;

               (h) notify on a timely basis each Selling Holder at any time when
a  prospectus  relating to such  Registrable  Shares is required to be delivered
under the Securities Act within the  appropriate  period  mentioned in paragraph
(a) of this  Section,  of the  happening  of any  event as a result of which the
prospectus included in such registration  statement, as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading  in light of the  circumstances  then existing and, at the request of
such seller, prepare and furnish to such seller a reasonable number of copies of
a supplement to or an amendment of such  prospectus as may be necessary so that,
as thereafter  delivered to the offerees of such shares,  such prospectus  shall
not include an untrue  statement of a material  fact or omit to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading in light of the circumstances then existing;

               (i) make  available for  inspection by any counsel to any Selling
Holder and the Selling Holders' Counsel or any underwriter  participating in any
disposition pursuant to such registration statement and any attorney, accountant
or  other  agent   retained   by  any  such   underwriter   (collectively,   the
"Inspectors"),  all pertinent  financial and other records,  pertinent corporate
 ----------
documents and properties of the Company (collectively,  the "Records"), as shall
                                                             -------
be  reasonably  necessary  to  enable  them  to  exercise  their  due  diligence
responsibility,  and cause the  Company's  officers,  directors and employees to
supply all information (together with the Records, the "Information") reasonably
                                                        ------------
requested by any such Inspector in connection with such registration  statement.

                                       8
<PAGE>

Any of the  Information  which  the  Company  determines  in  good  faith  to be
confidential,  and of which determination the Inspectors are so notified,  shall
not be disclosed by the Inspectors unless (i) the disclosure of such Information
is  necessary  to avoid or correct a material  misstatement  or  omission in the
registration statement, (ii) the release of such Information is ordered pursuant
to a subpoena or other  order from a court of  competent  jurisdiction  or (iii)
such  Information has been made generally  available to the public;  the Selling
Holder agrees that it will, upon learning that disclosure of such Information is
sought in a court of  competent  jurisdiction,  give  notice to the  Company and
allow the Company, at the Company's expense, to undertake  appropriate action to
prevent disclosure of the Information deemed confidential;

               (j)  if  the  offering  is to be  underwritten,  enter  into  any
necessary agreement in connection therewith (including an underwriting agreement
containing customary representations, warranties and agreements);

               (k) in the case of an underwritten offering, use its best efforts
to obtain from its independent certified public accountants "comfort" letters in
customary  form  and at  customary  times  and  covering  matters  of  the  type
customarily covered by comfort letters;

               (l) in the case of an underwritten offering, use its best efforts
to obtain from its outside counsel an opinion or opinions in customary form;

               (m) provide a transfer agent and registrar (which may be the same
entity and which may not be the Company) for such Registrable Shares;

               (n) issue to any underwriter to which any Selling Holder may sell
shares in such offering certificates evidencing such Registrable Shares;

               (o) list such  Registrable  Shares on the American Stock Exchange
or any national  securities exchange on which any shares of the Common Stock are
listed, or if the Common Stock is not listed on a national securities  exchange,
use its best efforts to qualify such  Registrable  Shares for  inclusion on such
national  securities  exchange  or NASDAQ as the  holders of a majority  of such
Registrable Shares shall request;

               (p) otherwise use its best efforts to comply with all  applicable
rules  and   regulations   of  the   Commission   and  make   available  to  its
securityholders,  as soon as reasonably practicable,  earnings statements (which
need not be  audited)  covering  a period of 12 months  beginning  within  three
months after the effective date of the  registration  statement,  which earnings
statements  shall satisfy the provisions of Section 11(a) of the Securities Act;
and

               (q) use its best  efforts to take all other  steps  necessary  to
effect the registration of such Registrable Shares contemplated hereby.

          Section 7.  Indemnification.
                      ----------------

          (a) In connection  with any  registration  of any  Registrable  Shares
under the Securities Act pursuant to this Agreement, the Company shall indemnify
and hold  harmless  the seller of such  Registrable  Shares,  its  officers  and
directors, each underwriter, broker or any other person acting on behalf of such
seller and each other person,  if any, who controls any of the foregoing persons
within the meaning of the Securities Act (the  "Indemnified  Party") against any
                                                ------------------

                                       9
<PAGE>

losses, claims, damages or liabilities,  joint or several (or actions in respect
thereof), to which any Indemnified Party may become subject under the Securities
Act or otherwise,  insofar as such losses,  claims,  damages or liabilities  (or
actions in respect thereof)  ("Losses") arise out of or are based upon an untrue
                               ------
statement  or alleged  untrue  statement  of a material  fact  contained  in the
registration statement under which such Registrable Shares were registered under
the Securities Act, any  preliminary  prospectus or final  prospectus  contained
therein or otherwise  filed with the  Commission,  any  amendment or  supplement
thereto  or any  document  incident  to  registration  or  qualification  of any
Registrable  Shares,  or arise out of or are based upon the  omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements  therein not  misleading,  and shall  reimburse
such Indemnified  Party for any legal or other expenses  reasonably  incurred by
any of them in connection with investigating or defending any Losses;  provided,
                                                                       --------
however,  that the  Company  shall not be liable in any such case to the  extent
-------
that any Losses  arise out of or are based upon an untrue  statement  or alleged
untrue  statement  or omission  or alleged  omission  made in said  registration
statement,  preliminary prospectus, final prospectus,  amendment,  supplement or
document incident to registration or qualification of any Registrable  Shares in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company   through  an  instrument  duly  executed  by  such  Selling  Holder  or
underwriter specifically for use in the preparation thereof; provided,  further,
                                                             --------   -------
that with respect to any preliminary  prospectus,  the foregoing indemnity shall
not  inure  to  the  benefit  of (a)  any  underwriter  or,  in  the  case  of a
registration  statement  filed  with  respect  to an  offering  which  is not an
underwritten  offering,  any Selling Holder,  from whom the person asserting any
Losses  purchased   Registrable  Shares  or  (b)  any  Person  controlling  such
underwriter or Selling Holder,  if (i) a copy of the prospectus (as then amended
or   supplemented  if  the  Company  shall  have  furnished  any  amendments  or
supplements  thereto)  was  required  by law to  have  been  delivered  by  such
underwriter or Selling Holder (as applicable),  (ii) the prospectus had not been
sent or  given  by or on  behalf  of such  underwriter  or  Selling  Holder  (as
applicable) to such person with or prior to a written  confirmation  of the sale
of the  Registrable  Shares to such person,  (iii) the prospectus (as so amended
and supplemented) would have cured the defect giving rise to the Losses and (iv)
such failure to deliver the prospectus (as so amended and  supplemented) was not
the result of noncompliance by the Company with Section 6(f) hereof.

          (b) In connection with any  registration  of Registrable  Shares under
the  Securities  Act  pursuant to this  Agreement,  each  Selling  Holder  shall
indemnify  and hold  harmless  (in the same manner and to the same extent as set
forth in the preceding paragraph of this Section) the Company,  each director of
the  Company,  each officer of the Company,  each  underwriter,  broker or other
person acting on behalf of such Selling Holder,  each person who controls any of
the foregoing  persons  within the meaning of the  Securities Act and each other
Selling Holder under such  registration  statement with respect to any statement
or omission from such  registration  statement,  any  preliminary  prospectus or
final prospectus  contained therein or otherwise filed with the Commission,  any
amendment or  supplement  thereto or any document  incident to  registration  or
qualification of any Registrable  Shares, if such statement or omission was made
in reliance upon and in  conformity  with written  information  furnished to the
Company or such underwriter  through an instrument duly executed by such Selling
Holder  specifically  for  use  in  connection  with  the  preparation  of  such
registration  statement,  preliminary prospectus,  final prospectus,  amendment,
supplement or document; provided, however, that the obligation to indemnify will
                        --------  -------
be several,  not joint and several,  among such Selling Holder,  and the maximum
amount of liability in respect of such indemnification shall be in proportion to
and limited to, in the case of each Selling  Holder,  an amount equal to the net
proceeds  actually  received by such Selling Holder from the sale of Registrable
Shares effected pursuant to such registration.

                                       10
<PAGE>

          (c) The  indemnification  required  by this  Section 7 will be made by
periodic payments during the course of the investigation or defense, as and when
bills are received or expenses  incurred,  subject to prompt refund in the event
any such payments are determined not to have been due and owing hereunder.

          (d) Promptly  after receipt by an  Indemnified  Party of notice of the
commencement  of any  action  involving  a claim  referred  to in the  preceding
paragraphs of this Section 7, such Indemnified Party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
of the  commencement  of such  action  (it  being  understood  that no  delay in
delivering  or failure to deliver  such notice  shall  relieve the  indemnifying
persons from any  liability or obligation  hereunder  unless (and then solely to
the extent  that) the  indemnifying  person is  prejudiced  by such delay and/or
failure).  In case any such action is brought against an Indemnified  Party, the
indemnifying  party will be entitled to participate in and to assume the defense
thereof,  jointly with any other  indemnifying  party similarly  notified to the
extent  that  it  may  wish,  with  counsel  reasonably   satisfactory  to  such
Indemnified  Party,  and  after  notice  from  the  indemnifying  party  to such
Indemnified  Party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying  party  shall not be  responsible  for any legal or other  expenses
subsequently  incurred by the latter in  connection  with the  defense  thereof;
provided, however, that if any Indemnified Party shall have reasonably concluded
--------  -------
that  there may be one or more legal or  equitable  defenses  available  to such
Indemnified  Party which are  additional to or conflict with those  available to
the indemnifying  party, or that such claim or litigation involves or could have
an effect upon matters beyond the scope of the indemnity  agreement  provided in
this  Section 7, the  indemnifying  party shall not have the right to assume the
defense of such action on behalf of such Indemnified Party and such indemnifying
party shall reimburse such  Indemnified  Party and any person  controlling  such
Indemnified  Party for that  portion  of the fees and  expenses  of any  counsel
retained by the  Indemnified  Party which is  reasonably  related to the matters
covered by the indemnity agreement provided in this Section 7.

          (e) The indemnification  provided for under this Agreement will remain
in full force and effect regardless of any investigation made by or on behalf of
the  Indemnified  Party or any officer,  director or controlling  person of such
Indemnified Party and will survive the transfer of securities.

          (f) If the indemnification provided for in this Section 7 is held by a
court of competent  jurisdiction to be unavailable to an Indemnified  Party with
respect to any Losses then the indemnifying  party, in lieu of indemnifying such
Indemnified Party hereunder,  shall contribute to the amounts paid or payable by
such  Indemnified  Party as a result  of such  Losses in such  proportion  as is
appropriate to reflect the relative fault of the  indemnifying  party on the one
hand and of the Indemnified Party on the other in connection with the statements
or  omissions  which  resulted  in such  Losses  as well as any  other  relevant
equitable  considerations.  The relative fault of the indemnifying  party and of
the  Indemnified  Party shall be determined by reference to, among other things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission or alleged  omission to state a material  fact  relates to  information

                                       11
<PAGE>

supplied by the indemnifying  party or by the Indemnified Party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such  statement or omission.  The Company and the Selling  Holders agree
that it would  not be just  and  equitable  if  contributions  pursuant  to this
paragraph 7(f) were  determined by pro rata allocation or by any other method of
                                   --------
allocation which did not take into account the equitable considerations referred
to herein. The amount paid or payable to an Indemnified Party as a result of the
Losses  referred to above shall be deemed to include,  subject to the limitation
set forth in paragraph 7(d), any legal or other expenses  reasonably incurred in
connection  with  investigating  or  defending  the  same.  Notwithstanding  the
foregoing,  in no event shall the amount  contributed by a seller of Registrable
Shares exceed the aggregate net offering  proceeds  received by such seller from
the sale of its Registrable Shares.

          Section 8. Underwriting  Agreement.  Notwithstanding the provisions of
                     -----------------------
Sections 6 and 7, to the extent that the Company and the Selling  Holders  shall
enter  into an  underwriting  or similar  agreement,  which  agreement  contains
provisions  covering  one  or  more  issues  addressed  in  such  sections,  the
provisions  contained in such sections  addressing such issue or issues shall be
superseded with respect to such registration by such other agreement.

          Section 9.  Information by Holders.  The Selling Holders shall furnish
                      ----------------------
to the Company such written  information  regarding  such Selling Holder and the
distribution  proposed by such  Selling  Holder as the  Company  may  reasonably
request in writing and as shall be reasonably  required in  connection  with any
registration, qualification or compliance referred to in this Agreement.

          Section 10. Exchange Act Compliance. The Company shall comply with all
                      -----------------------
of the  reporting  requirements  of the  Exchange  Act and with all other public
information reporting requirements of the Commission which are conditions to the
availability  of Rule 144 for the sale of the  Registrable  Shares.  The Company
shall  cooperate  with the  Investors in supplying  such  information  as may be
necessary for the Investors to complete and file any information reporting forms
presently  or  hereafter  required  by  the  Commission  as a  condition  to the
availability of Rule 144.

          Section 11. No Conflict of Rights. The Company represents and warrants
                      ---------------------
to the Investors that the registration rights granted to the Investors hereby do
not conflict  with any other  registration  rights  granted by the Company.  The
Company  may grant,  after the date  hereof,  registration  rights to holders of
capital stock of the Company to the extent that such registration  rights do not
conflict with the registration rights granted hereby.

          Section 12. Transfer of Registration  Rights. The rights hereunder may
                      --------------------------------
be  transferred  or  assigned  in  connection  with a  transfer  of  Registrable
Securities  by any Investor to an Affiliate  of an Investor.  Additionally,  the
rights hereunder may be transferred or assigned in connection with a transfer of
at  least  10% of the  then  outstanding  Registrable  Shares  by any  Investor;
provided,  such  transfer  has been  made in  compliance  with the  terms of the
--------
Standstill  Agreement.  Notwithstanding  the foregoing,  such rights may only be

                                       12
<PAGE>

transferred or assigned provided that all of the following additional conditions
are  satisfied:  (a) such transfer or assignment is effected in accordance  with
applicable securities laws; (b) such transferee or assignee agrees in writing to
become  subject  to the terms of this  Agreement;  and (c) the  Company is given
written notice by such Investor of such transfer or assignment, stating the name
and  address of the  transferee  or assignee  and  identifying  the  Registrable
Securities with respect to which such rights are being transferred or assigned.

          Section 13.  Miscellaneous.
                       -------------

                    (a)  Severability. Whenever possible, each provision of this
                         ------------
Agreement  will be interpreted in such manner as to be effective and valid under
applicable  law, but if any  provision of this  Agreement is held to be invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any  other  provision  or any  other  jurisdiction,  and such  invalid,  void or
otherwise  unenforceable  provisions shall be null and void. It is the intent of
the  parties,  however,  that  any  invalid,  void  or  otherwise  unenforceable
provisions be automatically replaced by other provisions which are as similar as
possible in terms to such invalid,  void or otherwise  unenforceable  provisions
but are valid and enforceable to the fullest extent permitted by law.

                    (b)  Entire  Agreement.  This  Agreement,  together with the
                         -----------------
Investment  Agreement,  the Standstill  Agreement and all  schedules,  exhibits,
certificates  and other  documents  delivered  therewith,  contains  the  entire
agreement  among the  parties  with  respect to the  subject  matter  hereof and
supersedes all prior arrangements or understandings with respect hereto.

                    (c)  Successors and Assigns.  This Agreement  shall bind and
                         ----------------------
inure to the  benefit of the  Company  and the  Investors  and their  respective
successors and permitted assigns.

                    (d)  Counterparts.    This   Agreement   may   be   executed
                         ------------
simultaneously  in two or more  counterparts,  any one of which need not contain
the signatures of more than one party, but all such counterparts  taken together
will constitute one and the same agreement.  It shall not be necessary in making
proof  of  this  Agreement  to  produce  or  account  for  more  than  one  such
counterpart. The failure of any Investor to execute this Agreement does not make
it invalid as against any other Investor.

                    (e)  Remedies.  The  Investors  shall  have all  rights  and
                         --------
remedies  reserved  for  the  Investors  pursuant  to  this  Agreement  and  the
Certificate of Incorporation and the Bylaws of the Company, as amended,  and all
rights and remedies  which such  Investor has been granted at any time under any
other  agreement  or contract  and all of the rights which such holder has under
any law or equity.  Any person  having any rights  under any  provision  of this
Agreement  will be entitled  to enforce  such  rights  specifically,  to recover
damages  by  reason of any  breach of any  provision  of this  Agreement  and to
exercise all other rights granted by law or equity.

                                       13
<PAGE>

          It is acknowledged  that it will be impossible to measure in money the
damages  that would be suffered  if the  parties  fail to comply with any of the
obligations herein imposed on them and that in the event of any such failure, an
aggrieved  person  will be  irreparably  damaged  and will not have an  adequate
remedy at law.  Any such person  shall,  therefore,  be  entitled to  injunctive
relief, including specific performance, to enforce such obligations,  and if any
action  should be  brought in equity to enforce  any of the  provisions  of this
Agreement,  none of the parties  hereto shall raise the defense that there is an
adequate remedy at law.

          (f)  Notices. All notices, requests, consents and other communications
               -------
hereunder  to any party  shall be  deemed to be  sufficient  if  contained  in a
written instrument and shall be deemed to have been duly given when delivered in
person, by telecopy,  by  nationally-recognized  overnight courier,  or by first
class registered or certified mail, postage prepaid,  addressed to such party at
the address set forth below or such other address as may hereafter be designated
in writing by the addressee to the addressor:

                          (i)      if to the Company, to:

                                   AMC Entertainment Inc.
                                   106 West 14th Street
                                   P.O. Box 419615
                                   Kansas City, MO
                                   Attention:   Peter Brown
                                    Fax: (816) 480-2517

                                    with a copy to:

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

                                    and a copy to:

                                    Skadden, Arps, Slate, Meagher & Flom LLP
                                    4 Times Square
                                    New York, NY 10036
                                    Attention: Eileen T. Nugent
                                    Fax: (212) 735-2000

                                       14
<PAGE>

                                   (ii)     and, if to the Investors, to:

                                    Apollo Investment Fund IV, L.P.
                                    Apollo Overseas Partners IV, L.P.
                                    c/o Apollo Management IV, L.P.

                                    and

                                    Apollo Investment Fund V, L.P.
                                    Apollo Overseas Partners V, L.P.
                                    c/o Apollo Management V, L.P.
                                    1301 Avenue of the Americas, 38th Floor
                                    New York, NY 10019
                                    Attention:  Marc Rowan
                                    Fax:  (212) 515-3262

                                    with copies to:

                                    Akin, Gump, Strauss, Hauer & Feld, LLP
                                    1333 New Hampshire Ave., NW
                                    Washington, D.C.  20036
                                    Attention:  Bruce S. Mendelsohn
                                    Fax:  (202) 887-4288

All such notices, requests, consents and other communications shall be deemed to
have been delivered when received, or if received after the close of business,
on the next business day.

          (g)  Governing Law; Jurisdiction; Venue; Process. This Agreement shall
               -------------------------------------------
be governed by and  construed  in  accordance  with the laws of the State of New
York  without  regard to any choice of law or conflict of law  provision or rule
that would cause the application of the laws of any jurisdiction  other than the
State of New  York.  Any  legal  action  in a  proceeding  arising  out of or in
connection  with this  Agreement  shall be brought in the courts of the State of
New York,  of the County and City of New York or of the United  States  District
Court for the Southern  District of New York,  and by execution  and delivery of
this  Agreement,  the parties  hereby  irrevocably  accept for themselves and in
respect  of  their  property,  generally  and  unconditionally,   the  exclusive
jurisdiction of the aforesaid courts.  The parties hereby  irrevocably waive any
objection  which they may now or  hereafter  have to laying of  jurisdiction  or
venue of any actions or  proceedings  arising out of or in connection  with this
Agreement brought in the courts referred to above and hereby further irrevocably
waive and agree, not to plead or claim in any such court that any such action or
proceeding has been brought in an inconvenient  forum. The parties further agree
that the mailing by certified or registered mail, return receipt  requested,  of
any process required by any such court shall constitute valid and lawful service
of process  against  them,  without  necessity  for  service by any other  means
provided by statute or rule of court.

                                       15
<PAGE>


          (h)  Further  Assurances.  Each party  hereto  shall do and perform or
               -------------------
cause to be done and  performed  all such  further  acts and  things  and  shall
execute and deliver all such other agreements,  certificates,  instruments,  and
documents as any other party hereto reasonably may request in order to carry out
the  provisions  of this  Agreement  and the  consummation  of the  transactions
contemplated hereby.

          (i)  Modifications;  Amendments;  Waivers. The terms and provisions of
               -----------------------------------
this  Agreement  may not be modified,  amended or waived,  except  pursuant to a
writing signed by the Company and the Investors  provided,  however,  Sections 7
through 11 may be amended  pursuant  to a writing  signed by the Company and the
holders of a majority of the Registrable Shares.

          (j)  Headings.  The headings of the various Sections of this Agreement
               --------
have been inserted for  convenience of reference only and shall not be deemed to
be a part of this Agreement.

          (k)  Waiver.  No  course  of  dealing  between  the  Company  and  the
               ------
Investors  or any delay in  exercising  any rights  hereunder  will operate as a
waiver of any rights of any party to this Agreement. The failure of any party to
enforce any of the provisions of this Agreement will in no way be construed as a
waiver of such provisions and will not affect the right of such party thereafter
to enforce each and every  provision of this  Agreement in  accordance  with its
terms.

                                       16
<PAGE>

          (l)  Mutual  Waiver  of  Jury  Trial.   BECAUSE  DISPUTES  ARISING  IN
               -------------------------------
CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY
RESOLVED BY AN  EXPERIENCED  AND EXPERT  PERSON AND THE PARTIES WISH  APPLICABLE
STATE AND FEDERAL LAWS TO APPLY  (RATHER THAN  ARBITRATION  RULES),  THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE,  TO ACHIEVE THE BEST  COMBINATION  OF THE  BENEFITS  OF THE  JUDICIAL
SYSTEM AND OF  ARBITRATION,  THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY
IN ANY  ACTION,  SUIT OR  PROCEEDING  BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR
REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.

                        AMC ENTERTAINMENT INC.


                        By:      /S/ PETER C. BROWN
                                 ----------------------------------------------
                                 Name:    Peter C. Brown
                                 Title:   Chairman of the Board,  President
                                          and Chief Executive Officer

                        APOLLO INVESTMENT FUND IV, L.P.

                        By:      APOLLO ADVISORS IV, L.P.
                                 its general partner

                        By:      Apollo Capital Management IV, Inc.
                                 its general partner

                        By:      /S/ MARC ROWAN
                                 ----------------------------------------------
                                 Name:    Marc Rowan
                                 Title:   Vice President

                        APOLLO OVERSEAS PARTNERS IV, L.P.

                        By:      APOLLO ADVISORS IV, L.P.
                                 its managing general partner

                        By:      Apollo Capital Management IV, Inc.
                                 its general partner

                        By:      /S/ MARC ROWAN
                                 ----------------------------------------------
                                 Name:    Marc Rowan
                                 Title:   Vice President

                                       2
<PAGE>

                        APOLLO INVESTMENT FUND V, L.P.

                        By:      APOLLO ADVISORS V, L.P.
                                 its general partner

                        By:      Apollo Capital Management V, Inc.
                                 its general partner

                        By:      /S/ MARC ROWAN
                                 ----------------------------------------------
                                 Name:    Marc Rowan
                                 Title:   Vice President

                        APOLLO OVERSEAS PARTNERS V, L.P.

                        By:      APOLLO ADVISORS V, L.P.
                                 its managing general partner

                        By:      Apollo Capital Management V, Inc.
                                 its general partner

                        By:      /S/ MARC ROWAN
                                 ----------------------------------------------
                                 Name:    Marc Rowan
                                 Title:   Vice President


