<SUBMISSION>
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<TYPE>8-K
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<COMPANY-DATA>
<CONFORMED-NAME>AMC ENTERTAINMENT INC
<CIK>0000722077
<ASSIGNED-SIC>7830
<IRS-NUMBER>431304369
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0401
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<ACT>34
<FILE-NUMBER>001-08747
<FILM-NUMBER>1607132
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<BUSINESS-ADDRESS>
<STREET1>106 WEST 14TH STREET
<CITY>KANSAS CITY
<STATE>MO
<ZIP>64105
<PHONE>8164804744
</BUSINESS-ADDRESS>
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<STREET1>106 WEST 14TH STREET
<CITY>KANSAS CITY
<STATE>MO
<ZIP>64105
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549


                                  FORM 8-K


                               CURRENT REPORT
   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported) April 20, 2001




                           AMC ENTERTAINMENT INC.
           (Exact name of registrant as specified in its charter)



          DELAWARE                   1-8747              43-1304369
(State or other jurisdiction       (Commission          (IRS Employer
      of incorporation            File Number)        Identification No.)





   106 W. 14th STREET
   P.O. Box 219615
   Kansas City, Missouri                                 64121-9615
   (Address of principal executive offices)               (Zip Code)




     Registrant's telephone number, including area code (816) 221-4000


Item 7.  Financial Statements & Exhibits

(c) Exhibits.

4.6      Certificate of Designations of Series A Convertible Preferred
         Stock and Series B Exchangeable Preferred Stock of AMC
         Entertainment Inc.

4.7      Investment Agreement entered into 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., Apollo Mangement IV, L.P. and Apollo
         Management V, L.P.

4.8      Standstill Agreement 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., Apollo Mangement IV, L.P. and Apollo Management V, L.P.,
         dated as of April 19, 2001.

4.9      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.


Item 9.  Regulation FD Disclosure

Attached as Exhibit 99.1 and incorporated into this Item 9 by reference, is
a press release dated April 20, 2001, which was issued by AMC Entertainment
Inc. announcing the sale of $250 million of Preferred Stock to Apollo
Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., Apollo
Investment Fund V, L.P., Apollo Overseas Partners V, L.P., Apollo Mangement
IV, L.P. and Apollo Management V, L.P., in a private placement.

Attached as Exhibit 99.2 and incorporated into this Item 9 by reference, is
a summary of the principal terms of the private placement referred to in
Exhibit 99.1.




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        AMC ENTERTAINMENT INC.



Date:         April 20, 2001            By:      /s/ Craig R. Ramsey
                                                 -------------------
                                                 Craig R. Ramsey
                                                 Senior Vice President,
                                                 Finance,
                                                 Chief Financial Officer
                                                 and
                                                 Chief Accounting Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                                                   --------------------
                                                   Exhibit 99.1
                                                   --------------------




         Richard J. King                                    April 20, 2001
         Senior Vice President, Corporate Communications
         AMC Entertainment Inc.
         (816) 221-4000


    AMC Entertainment Inc. closes $250 million equity private placement

        Investment to strengthen balance sheet for continued growth


KANSAS CITY, Mo. - AMC Entertainment Inc. ("AMC" or the "Company") (AMEX:
AEN), one of the world's leading theatrical exhibition companies, announced
today that it has sold $250 million of Preferred Stock to Apollo
Management, L.P., and its affiliates (together, "Apollo"), a private equity
investment firm, in a private placement. Apollo has purchased $92 million
of Series A Convertible Preferred Stock (the "Series A Preferred") and $158
million of Series B Exchangeable Preferred Stock (the "Series B
Preferred"). Proceeds from the sale will be used to reduce borrowings on
the Company's senior Revolving Credit Facility, with no reduction of the
facility's commitment amount of $425 million. Availability on the Credit
Facility combined with a strengthened balance sheet will provide the
Company with greater flexibility to execute its business plan and pursue
growth opportunities in a restructuring and consolidating industry
environment. Salomon Smith Barney acted as financial advisor to the
Company.

"This transaction achieves the important strategic objective of
strengthening the Company's balance sheet," said Peter C. Brown, chairman
and chief executive officer. "A strong balance sheet, combined with our
industry-leading assets and the strategic initiatives we have been
successfully executing over the past 22 months, formidably positions us to
capitalize on the opportunities ahead. We welcome Apollo as a major equity
partner and believe that Apollo's involvement will enhance our ability to
continue to create long-term value for our shareholders."

Leon D. Black, founder and senior partner of Apollo, said, "The investment
in AMC exemplifies our philosophy of investing in `franchise assets' - a
company with a skilled management team, a highly respected product, a
strong brand and leading market share. As the best in its business, AMC is
truly a great `franchise,' well positioned to benefit from the current
industry cycle. We are excited about working with the talented AMC
management team as the Company continues its legacy of industry innovation
and leadership."

The Series A Preferred has a coupon of 6.75% that is payable-in-kind
("PIK") for three years and is convertible into shares of AMC common stock
at $7.15 per share. The Series B Preferred has a coupon of 12.00% and is
automatically exchangeable into Series A Preferred upon shareholder
approval of an increase in the number of authorized shares of AMC common
stock. The Company anticipates that it will seek shareholder approval to
increase the number of authorized shares at its next annual meeting. As
part of the transaction, the Company's board of directors has been expanded
to include three senior partners of Apollo: Leon D. Black, Marc J. Rowan
and Laurence M. Berg.

Apollo Management, L.P., is a private equity investment firm with offices
in New York, Los Angeles and London. Since its inception in 1990, Apollo
has invested more than $8 billion of capital in more than 150 companies in
a broad range of industries and a variety of transactions. AMC
Entertainment Inc. is a leader in the theatrical exhibition industry.
Through its circuit of AMC Theatres, the Company operates 181 theatres with
2,784 screens in the United States, Canada, France, Hong Kong, Japan,
Portugal, Spain and Sweden. Its Common Stock trades on the American Stock
Exchange under the symbol AEN. The Company, headquartered in Kansas City,
Mo., has a website at www.amctheatres.com.

Any forward-looking statements contained in this release, which reflect
management's best judgment based on factors currently known, involve risks
and uncertainties. Actual results could differ materially from those
anticipated in the forward-looking statements included herein as a result
of a number of factors, including but not limited to the Company's ability
to enter into various financing programs, competition from other companies,
demographic changes, changes in economic climate, increase in demand for
real estate, construction delays, unforeseen changes in operating
requirements, the ability to achieve planned openings or closings of
theatres and screens, changes in real estate, zoning and tax laws, the
performance of films licensed by the Company, potential work stoppage
within the film industry and other risks and uncertainties.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                                                     -------------------
                                                     Exhibit 99.2
                                                     -------------------
                           AMC Entertainment Inc.
   Summary of Principal Terms of $250 million Private Placement of Equity


Purchaser          Apollo Management, L.P., and its Affiliates (together,
                   "Apollo")

Securities         Series A Convertible Preferred Stock & Series B
Exchangeable
                   Preferred Stock

Amount             $250 million
                   $92.0 million of Series A Convertible Preferred Stock
                   $158.0 million of Series B Exchangeable Preferred Stock

Issue Price        $1,000 per share

Shares             Series A - 92,000 shares
                   Series B - 158,000 shares

Conversion         The Series A Preferred is convertible into
                   Common Stock of the Company at a price of
                   $7.15 per share. Any shares of Series A
                   Preferred converted in the first 5 years must
                   be sold.

                   The Series B Preferred is not convertible
                   into Common Stock. However, upon receipt of
                   shareholder approval to increase the
                   authorized number of shares of Common Stock
                   ("Shareholder Approval"), the Series B
                   Preferred will automatically be exchanged for
                   Series A Preferred (subject to certain
                   restrictions).

Coupon Rate        Series A Preferred - 6.75%
                   Series B Preferred - 12%

                   If the Company obtains Shareholder Approval
                   within 270 days of the closing, the dividend
                   rate on the Series B Preferred shall be
                   reduced, retroactively to the closing, from
                   12.0% to 6.75%.

Dividends          Dividends are cumulative and are payable
                   quarterly. Accumulated and unpaid dividends
                   for any prior quarterly period may be paid at
                   any time.

                   Series A
                     Years 1 - 3, Paid-in-Kind (PIK)
                     Years 4 - 7, Cash or PIK at Company's option
                     Thereafter, Cash

                   Series B
                     Years 1 - 3, Paid-in-Kind (PIK)
                     Years 4 - 5, Cash or PIK at Company's option
                     Thereafter, Cash

                   In addition, in the event that, in any fiscal
                   period, the Company shall declare and pay a
                   cash dividend (or a dividend payable in
                   evidences of indebtedness issued by the
                   Company) on the Common Stock, the holders of
                   each share of Preferred Stock will also be
                   entitled to receive the excess, if any, of
                   (x) the amount of dividends that would have
                   been converted into Common Stock immediately
                   before the payment of such dividend over (y)
                   the value of the dividends paid on such share
                   of Preferred Stock in such fiscal period.

Special Dividends  Upon the earliest to occur of (i)
                   the Company delivering to the holders of
                   Preferred Stock a notice of redemption, (ii)
                   a change in control; or (iii) the tenth
                   anniversary of the closing, all outstanding
                   shares of Series B Preferred shall receive a
                   one-time PIK dividend designed to capture
                   appreciation in the Company's Common Stock
                   from the closing date.

                   In addition to the special dividend described
                   above, the Series B Preferred shall also be
                   entitled to receive a special PIK dividend
                   upon the initial sale of any shares of Series
                   A Preferred Stock (or shares of Common Stock
                   received upon conversion of such Series A
                   Preferred Stock) by the holder thereof to a
                   third party. These dividends are payable only
                   if Shareholder Approval is not obtained
                   within 18 months following the Closing.

                   In the event a change in control occurs
                   before the fifth anniversary of the Closing,
                   the holder of each share of Preferred Stock
                   shall be entitled to receive a one-time PIK
                   dividend on each share Preferred Stock. The
                   amount of such dividend shall equal (x) the
                   total PIK dividends that would have been
                   payable on such share of Preferred Stock
                   between the Closing and the fifth anniversary
                   thereof (assuming compounding) less (y) any
                   dividends paid on such share of Preferred
                   Stock through such date.

Approval Rights    So long as Apollo holds at least 50%
                   of the total number of shares of Preferred
                   Stock issued, Apollo will have approval
                   rights over certain material corporate
                   transactions.

Liquidation
Preference         The greater of (x) $1,000 per
                   share plus accrued and unpaid dividends or
                   (y) the amount that would be received by the
                   holder of such share of Preferred Stock had
                   such share been converted into Common Stock
                   immediately before liquidation took place.

Redemption         At the option of the Company
                     Redeemable, in whole but not in part, at
                      any time after the fifth anniversary of
                      the closing, so long as the trailing
                      20-day average trading price of the
                      Common Stock exceeds 150% of the
                      Conversion Price
                     Redemption price per share - payable in
                      cash - is equal to Issue Price plus
                      accrued but unpaid dividends.

                   At the option of the Holder
                     Series A Preferred redeemable, in whole or
                      in part, at any time after the tenth
                      anniversary of the Closing
                     Redemption price per share price -
                      payable in either cash or Common Stock,
                      at the Company's option - is equal to
                      the Issue Price plus accrued but unpaid
                      dividends.
                     Common Stock used as consideration for
                      redemption will be valued based on a
                      trailing 20-day average trading price,
                      but not less than $7.15 per share

Transferability    The Series A Preferred is freely transferable.

                   The Series B Preferred cannot be transferred
                   until 18 months following the Closing.

Voting Rights      Upon transfer to a party not affiliated with Apollo,
                   the Series A Preferred will vote on an as-converted
                   basis, together with the holders of Common Stock and the
                   Class B Shares, except such voting rights will not
                   extend to the election of directors (except as set forth
                   below) or to such matters as are exclusively reserved to
                   the holders of the Company's Common Stock and Class B
                   Shares. The Series B Preferred has no voting rights
                   (except as set forth below).

Board of
Directors          So long as Apollo holds at least 50% of the total number
                   of shares of Preferred Stock issued, the holders of the
                   Preferred Stock shall have the right to elect three of
                   eight members to the Board of Directors.

                   In addition, if there is an event of default under the
                   terms of the Company's senior indebtedness (bank debt
                   and bonds) that is not cured or waived within 45 days,
                   or if the Company fails to pay cash dividends when
                   required under the terms of the Preferred Stock, the
                   holders of the Preferred Stock shall have the right to
                   appoint additional directors such that the total number
                   of directors elected by the holders of Preferred Stock
                   constitutes a majority of the Board.

Ranking            The Preferred Stock will rank senior to all existing
                   capital stock of the Company. No capital stock ranking
                   pari passu or senior to the Preferred Stock shall be
                   issued without the consent of the holders of a majority
                   of the Preferred Stock.


This Summary is intended only as an outline of the principal terms of the
Series A Convertible Preferred Stock and the Series B Exchangeable
Preferred Stock. This Summary does not purport to be complete and is
qualified in its entirety by reference to Investment Agreement, the
Certificate of Designation, the Registration Rights Agreement and the
Standstill Agreement, all of which are attached as exhibits to this Form
8-K. You are urged to read such documents in their entirety if you have any
questions.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

                                                            Exhibit 4.6

                        CERTIFICATE OF DESIGNATIONS
                                     OF
                    SERIES A CONVERTIBLE PREFERRED STOCK
                                    AND
                   SERIES B EXCHANGEABLE PREFERRED STOCK
                                     OF
                           AMC ENTERTAINMENT INC.

                     (Pursuant to Section 151(g) of the
             General Corporation Law of the State of Delaware)

         AMC ENTERTAINMENT INC., a Delaware corporation (hereinafter, the
"Company"), pursuant to Section 151 of the General Corporation Law of the
State of Delaware (the "GCL") does hereby make this Certificate of
Designations and does hereby state and certify that, pursuant to the
authority expressly vested in the Board of Directors of the Company (the
"Board of Directors") by the Certificate of Incorporation, and pursuant to
Section 141(c) of the GCL the following resolutions have been duly adopted:

         RESOLVED, that pursuant to Article Fourth of the Certificate of
Incorporation (which authorizes 10,000,000 shares of preferred stock, $0.66
2/3 par value), the designations, powers and preferences, and the relative
participating, optional and other special rights, and the qualifications,
limitations and restrictions thereof, of a series of Series A Convertible
Preferred Stock and a series of Series B Exchangeable Preferred Stock are
fixed as stated herein.

         RESOLVED, that each share of the Series A Convertible Preferred
Stock and each share of Series B Exchangeable Preferred Stock shall rank
equally in all respects and that each series shall be subject to the
following provisions:

         Section 1. Designation; Rank. The first series of preferred stock
shall be designated Series A Convertible Preferred Stock, par value $0.66
2/3 per share (the "Series A Preferred Stock") and shall consist of
2,000,000 shares. The second series of preferred stock shall be designated
Series B Exchangeable Preferred Stock, par value $0.66 2/3 per share (the
"Series B Preferred Stock" and, together with the Series A Preferred Stock,
the "Preferred Stock") and shall consist of 2,000,000 shares. The Preferred
Stock will rank, with respect to dividend rights and rights upon
liquidation, winding up and dissolution (a "Liquidation"): (a) senior to
all classes of common stock of the Company (including, without limitation,
the Common Stock and the Class B Stock) and each other class of capital
stock or series of preferred stock hereafter established after the offering
of the Preferred Stock by the Board of Directors that does not expressly
provide that it ranks senior to or on parity with the Preferred Stock as to
dividend rights and rights on Liquidation (collectively referred to with
the Common Stock of the Company as "Junior Stock"); (b) on parity with any
class of capital stock of the Company or series of preferred stock of the
Company hereafter established, the terms of which expressly provide that
such class or series will rank on parity with the Preferred Stock as to
dividends and other distributions, including distributions upon a
Liquidation ("Parity Stock"); and (c) junior to any class of capital stock
of the Company or any series of preferred stock of the Company hereafter
established, the terms of which expressly provide that such class or series
will rank senior to the Preferred Stock as to dividends and other
distributions, including distributions upon a Liquidation ("Senior Stock").

         Section 2.        Dividends.
                           ---------

                 (a)       Series A Preferred Stock.
                           ------------------------

                           (1) The holders of the then outstanding shares
of Series A Preferred Stock (including any Additional Series A Securities
(as hereinafter defined)) will be entitled to receive, when, as and if
declared by the Board of Directors out of funds of the Company legally
available therefor, cumulative dividends, from the Original Issuance Date
through and including the date on which such dividends are paid at the
annual rate of 6.75% (the "Series A Applicable Rate") of the Series A
Liquidation Preference (as hereinafter defined) per share of the Series A
Preferred Stock, payable in arrears on the last day of each of June,
September, December and March (the "Dividend Payment Date"), commencing on
June 30, 2001; provided that: (i) if any such Dividend Payment Date is not
a Business Day then such dividend shall be payable on the next Business
Day, and (ii) accumulated and unpaid dividends for any prior quarterly
period may be paid at any time. Such dividends shall be deemed to accrue on
the Series A Preferred Stock from the Original Issuance Date and be
cumulative whether or not earned or declared and whether or not there are
profits, surplus or other funds of the Company legally available for the
payment of dividends. The term "Business Day" means any day other than a
Saturday, Sunday or day on which banking institutions in New York are
authorized or required to remain closed. The term "Original Issuance Date"
means, with respect to the Preferred Stock, the Initial Issuance Date, and,
with respect to the Additional Securities (as hereinafter defined), the
date upon which they are issued or, if not issued, the applicable dividend
payment date on which the Additional Securities were to have been issued.

                           (2) During the PIK Period, dividends on such
Series A Preferred Stock shall be paid through the issuance of additional
shares of Series A Preferred Stock to holders of Series A Preferred Stock
("Additional Series A Securities"). The number of Additional Series A
Securities that are issued to the holders of the Series A Preferred Stock
under paragraphs 2(a)(2) and 2(a)(3) hereof on any Dividend Payment Date
will be the number obtained by dividing (i) the total dollar amount of
cumulative dividends due and payable on the applicable Dividend Payment
Date by (ii) the Series A Liquidation Preference (which, for the purposes
of this calculation, shall not include any accrued and unpaid dividends),
provided, that the Company shall not be required to issue fractional shares
of Series A Preferred Stock, but in lieu thereof may elect to pay in cash
the portion of any dividend payable in shares of Series A Preferred Stock
that would otherwise require the issuance of a fractional share.

                           (3) After the PIK Period and until the seventh
anniversary of the Initial Issuance Date, dividends on the Series A
Preferred Stock shall be payable in cash or in Additional Series A
Securities, at the Company's option. After the seventh anniversary of the
Initial Issuance Date, dividends on the Series A Preferred Stock shall be
payable in cash, unless such cash payment is prohibited by the terms of the
indentures for the Company's Existing High Yield Indebtedness, in which
case such dividends shall be payable in Additional Series A Securities.

                           (4) If at any time when the Company is unable to
pay cash dividends on the Series A Preferred Stock (whether by the terms of
the Series A Preferred Stock, by the terms of the Company's indebtedness or
by law) and the accrual, declaration or payment of Additional Series A
Securities would either (i) result in a "change of control" (as defined
pursuant to the terms of the indentures governing the Company's Existing
High Yield Indebtedness) or (ii) require the Company to reserve for
issuance underlying shares of Common Stock in excess of the number of
authorized shares available for issuance under the Company's Certificate of
Incorporation, then the Additional Series A Securities shall instead be
accrued, declared or paid in Additional Series B Securities (as hereinafter
defined). If for any reason, the holders of Preferred Stock receive
Additional Series B Securities pursuant to this paragraph 2(a)(4), as soon
as, and to the extent that, additional shares of Series A Preferred Stock
can be issued at any time in the future without resulting in a "change of
control" (as defined pursuant to the terms of indenture governing the terms
of the Company's Existing High Yield Indebtedness), the Additional Series B
Securities issued pursuant to this paragraph 2(a)(4) (including any
Additional Series B Securities issued as a dividend thereon) shall be
automatically and immediately exchanged for an equal number of shares of
Series A Preferred Stock. The number of shares of Additional Series B
Securities that are issued to the holders of the Series A Preferred Stock
pursuant to this paragraph shall equal the amount of such dividend as
calculated pursuant to paragraph 2(a)(2) or 2(a)(3), as applicable, divided
by the Series B Liquidation Preference (which, for purposes of this
calculation, shall not include any accrued and unpaid dividends).

                           (5) Upon the occurrence of a Change of Control
on or before the fifth anniversary of the Initial Issuance Date (or, in the
event of such a Change of Control which has been approved by the Board of
Directors, on the Business Day immediately preceding the date of
consummation of the Change of Control), the holders of Series A Preferred
Stock shall receive a one-time dividend of Additional Series A Securities
on each share of Series A Preferred Stock. The amount of such dividend of
Additional Series A Securities pursuant to this paragraph 2(a)(5) shall
equal (x) the total value of the dividends that would have been payable on
such share of Series A Preferred Stock between the Initial Issuance Date
and the fifth anniversary thereof (assuming compounding) less (y) the sum
of (I) the Additional Series A Securities paid pursuant to paragraphs
2(a)(2) and 2(a)(3) on such share of Series A Preferred Stock through such
date and (II) any cash dividends paid on such Series A Preferred Stock
through such date (the "Series A No-Call Period Dividend"). The number of
shares of Additional Series A Securities constituting the Series A No-Call
Period Dividend shall equal the amount of such dividend as calculated
pursuant to the previous sentence divided by the Series A Liquidation
Preference (which, for the purposes of this calculation, shall not include
any accrued and unpaid dividends). To the extent that shares of Series A
Preferred Stock remain outstanding subsequent to a Change of Control, no
dividends will be paid under paragraphs 2(a)(2) or 2(a)(3) during the
period commencing on the closing date of the transaction giving rise to the
Change of Control and ending on the fifth anniversary of the Initial
Issuance Date, if the Series A No-Call Period Dividend has been paid under
this paragraph 2(a)(5) with respect to such shares of Series A Preferred
Stock.

                (b)        Series B Preferred Stock.
                           -------------------------

                           (1) The holders of the then outstanding shares
of Series B Preferred Stock (including any Additional Series B Securities
(as hereinafter defined)) will be entitled to receive, when, as and if
declared by the Board of Directors out of funds of the Company legally
available therefor, cumulative dividends, from the Original Issuance Date
through and including the date on which such dividends are paid at the
annual rate of 12.00%, subject to retroactive adjustment as set forth below
(the "Series B Applicable Rate" and together with the Series A Applicable
Rate, the "Applicable Rate") of the Series B Liquidation Preference per
share of the Series B Preferred Stock, payable in arrears on the Dividend
Payment Date, commencing on June 30, 2001; provided that: (i) if any such
Dividend Payment Date is not a Business Day then such dividend shall be
payable on the next Business Day, and (ii) accumulated and unpaid dividends
for any prior quarterly period may be paid at any time. Such dividends
shall be deemed to accrue on the Series B Preferred Stock from the Original
Issuance Date and be cumulative whether or not earned or declared and
whether or not there are profits, surplus or other funds of the Company
legally available for the payment of dividends. If the Company obtains
Shareholder Approval as a result of the Initial Solicitation and all of the
then outstanding shares of Series B Preferred Stock are exchangeable
immediately following such Shareholder Approval (or would otherwise be
eligible for exchange into Series A Preferred Stock except for the failure
to obtain HSR Approval, to the extent such HSR Approval is required) for
Series A Preferred Stock pursuant to section 7 hereof (the "Initial
Solicitation Conversion"), the Series B Applicable Rate, as to the then
outstanding shares of Series B Preferred Stock only (or, in the case of the
failure to obtain HSR Approval, to the extent such HSR Approval is
required, as to the then outstanding shares of Series B Preferred Stock at
the time Shareholder Approval is obtained, plus any shares of Series B
Preferred Stock issued between the time Shareholder Approval is obtained
and the time HSR Approval is obtained), shall be reduced, retroactively to
the Initial Issuance Date, from 12.00% to 6.75%. To the extent necessary to
effect such retroactive adjustment of the Series B Applicable Rate, the
Company may cancel (without consideration paid to the holder thereof) any
Additional Series B Securities (including dividends paid thereon) that have
been issued between the Initial Issuance Date and the date of the Initial
Solicitation Conversation.

                           (2) During the PIK Period, dividends on such
Series B Preferred Stock shall be paid through the issuance of additional
shares of Series B Preferred Stock to holders of Series B Preferred Stock
("Additional Series B Securities" and together with the Additional Series A
Securities, the "Additional Securities"). The number of Additional Series B
Securities that are issued to the holders of the Series B Preferred Stock
under paragraphs 2(b)(2) and 2(b)(3) hereof or to holders of Series A
Preferred Stock under paragraph 2(a)(4) hereof on any Dividend Payment Date
will be the number obtained by dividing (i) the total dollar amount of
cumulative dividends due and payable on the applicable Dividend Payment
Date by (ii) the Series B Liquidation Preference (which, for the purposes
of this calculation, shall not include accrued and unpaid dividends),
provided, that the Company shall not be required to issue fractional shares
of Series B Preferred Stock, but in lieu thereof may elect to pay in cash
the portion of any dividend payable in shares of Series B Preferred Stock
that would otherwise require the issuance of a fractional share.

                           (3) After the PIK Period and until the fifth
anniversary of the Initial Issuance Date, dividends on the Series B
Preferred Stock shall be payable in cash or in Additional Series B
Securities, at the Company's option. After the fifth anniversary of the
Initial Issuance Date, dividends on the Series B Preferred Stock shall be
payable in cash, unless such payment is prohibited by the terms of the
indentures for the Company's Existing High Yield Indebtedness in which case
dividends shall be paid in Additional Series B Securities.

                           (4) Upon the occurrence of a Change of Control
on or before the fifth anniversary of the Initial Issuance Date (or, in the
event of such a Change of Control which has been approved by the Board of
Directors, on the Business Day immediately preceding the date of
consummation of the Change of Control), the holders of Series B Preferred
Stock shall receive a one-time dividend of Additional Series B Securities
on each share of Series B Preferred Stock. The amount of such dividend of
Additional Series B Securities pursuant to this paragraph 2(b)(4) shall
equal (x) the total value of the dividends that would have been payable on
such share of Series B Preferred Stock between the Initial Issuance Date
and the fifth anniversary thereof (assuming compounding) minus (y) the sum
of (I) the Additional Series B Securities paid pursuant to paragraphs
2(b)(2) and 2(b)(3) on such share of Series B Preferred Stock through such
date and (II) any cash dividends paid pursuant to paragraph 2(b)(3) on such
share of Series B Preferred Stock through such date (the "Series B No-Call
Period Dividend"). The number of shares of Additional Series B Securities
constituting the Series B No-Call Period Dividend shall equal the amount of
such dividend as calculated pursuant to the previous sentence divided by
the Series B Liquidation Preference (which, for the purposes of this
calculation, shall not include accrued and unpaid dividends). To the extent
that shares of Series B Preferred Stock remain outstanding subsequent to a
Change of Control, no dividends will be paid under paragraphs 2(b)(2) or
2(b)(3) during the period commencing on the closing date of the transaction
giving rise to the Change of Control and ending on the fifth anniversary of
the Initial Issuance Date, if the Series B No-Call Period Dividend has been
paid under this paragraph 2(b)(4) with respect to such shares of Series B
Preferred Stock.

                          (5)  Upon the occurrence of:

                               (A) the Company delivering to the holders of
         Preferred Stock a notice of redemption pursuant to section 4(b)
         hereof, each outstanding share of Series B Preferred Stock shall
         receive a one-time dividend of Additional Series B Securities, the
         number of shares of which shall be equal to (i) the quotient of
         (x) the difference (if positive) between the average of the
         closing price of the Company's Common Stock on the American Stock
         Exchange or other principal national securities exchange on which
         the Common Stock is listed or to which the shares are admitted for
         trading for the 20 trading days prior to determination and the
         Conversion Price divided by (y) the Conversion Price, minus (ii)
         any dividend paid on such share of Series B Preferred Stock to
         date pursuant to subparagraphs 2(b)(5)(C) or 2(b)(5)(D) hereof.

                               (B) the tenth anniversary of the Initial
         Issuance Date, each outstanding share of Series B Preferred Stock
         shall receive a one-time dividend of Additional Series B
         Securities, the number of shares of which shall be equal to the
         quotient of (i) the difference (if positive) between the average
         of the closing price of the Company's Common Stock on the American
         Stock Exchange or other principal national securities exchange on
         which the Common Stock is listed or to which the shares are
         admitted for trading for the 20 trading days prior to
         determination and the Conversion Price divided by (ii) the
         Conversion Price.

                               (C) a Change of Control (or, in the event of
         such a Change of Control which has been approved by the Board of
         Directors, on the Business Day immediately preceding the date of
         consummation of the Change of Control), each outstanding share of
         Series B Preferred Stock shall receive a one-time dividend of
         Additional Series B Securities, the number of shares of which
         shall be equal to (i) the quotient of (x) the difference (if
         positive) between the value per share of the consideration
         received by the holders of Common Stock as a result of the Change
         of Control and the Conversion Price divided by (y) the Conversion
         Price, minus (ii) any dividend paid on such share of Series B
         Preferred Stock to date pursuant to subparagraph 2(b)(5)(D)
         hereof.

                               (D) at any time after 18 months after the
         Initial Issuance Date, a sale of any shares of Series A Preferred
         Stock or the Conversion Shares, each outstanding share of Series B
         Preferred Stock shall receive a dividend of Additional Series B
         Securities, the amount of which shall be equal to the product of
         (i) the percentage of the Series A Preferred Stock and/or
         Conversion Shares sold in such transaction (which shall be the
         quotient of (x) the Underlying Sold Shares plus the number of
         Conversion Shares sold in such transaction divided by (y) the
         Total Unconverted Shares plus the number of Conversion Shares
         issued to date) multiplied by (ii) the quotient of (x) the
         difference, if positive, between the Effective Sale Price (in the
         case of a sale of Series A Preferred Stock) or the sale price per
         share (in the case of a sale of Conversion Shares) and the
         Conversion Price divided by (y) the Conversion Price.
         Notwithstanding the foregoing, no dividend shall be payable
         pursuant to this subparagraph 2(b)(5)(D) unless (I) the
         transaction giving rise to the right to receive such dividend
         shall have been the initial sale of the Series A Preferred Stock
         or Conversion Shares to a Person that is not an Affiliate of
         Apollo, an Apollo Purchaser or any other Purchaser; (II) the
         holder of Series A Preferred Stock sold in the transaction giving
         rise to the right to receive such dividend also owned Series B
         Preferred Stock at the time of such transaction; and (III) the
         holder of the Series B Preferred Stock receiving such dividend
         also owned Series A Preferred Stock at the time of the transaction
         giving rise to the right to receive such dividend. Notwithstanding
         the foregoing, the Company shall not be required to deliver stock
         certificates representing any dividend payable pursuant to this
         subparagraph 2(b)(5)(D) until the percentage of Series A Preferred
         Stock (including the Conversion Shares) sold, in a single
         transaction or in any number of transactions over time, aggregated
         together for all selling holders who would have otherwise been
         eligible for the dividend provided in this subparagraph
         2(b)(5)(D), shall be at least equal to 10% of the total number of
         shares of Series A Preferred Stock issued to date (for purposes of
         the calculation in this sentence, with respect to the Conversion
         Shares, the number of shares of Series A Preferred Stock from
         which the Conversion Shares were converted shall be used (the
         "Threshold Amount")). To the extent that such dividends are not
         made solely because the sales of Series A Preferred Stock did not
         meet the Threshold Amount, such unpaid dividends shall accrue. Any
         Additional Series B Securities received as dividends on the Series
         B Preferred Stock pursuant to subparagraphs 2(b)(5)(A), 2(b)(5)(B)
         and 2(b)(5)(C) shall not be eligible to receive any of the
         dividends described in subparagraph 2(b)(5)(D) hereof. Any
         Additional Series B Securities received as dividends on the Series
         B Preferred Stock to this subparagraph 2(b)(5)(D) shall not be
         eligible to receive any of the dividends described in section
         2(b)(5) hereof.

                (c) In the event that, in any fiscal period, the Company
shall declare and pay, out of funds legally available therefor, cash
dividends (or dividends payable in evidences of indebtedness issued by the
Company) on shares of the Common Stock, holders of Series A Preferred Stock
and Series B Preferred Stock shall be entitled to receive, in addition to
dividends received pursuant to Sections 2(a) and 2(b) hereof, a cash
dividend (or, if the dividend on the Common Stock was paid in the form of
an instrument of indebtedness, a dividend paid in such instrument) equal to
the excess, if any, of: (i) the amount of dividends that such holder of
Preferred Stock would have received had such share of Preferred Stock been
converted into Common Stock (or, in the case of Series B Preferred Stock,
had such Series B Preferred Stock first been exchanged for Series A
Preferred Stock and then converted into Common Stock) immediately before
payment of such dividend; minus (ii) the face amount of any dividend
payable in such fiscal period in Additional Securities (or the cash amount
of any cash dividend payable) on such share of Preferred Stock (pursuant to
paragraphs 2(a)(2), 2(a)(3), 2(b)(2) or 2(b)(3) hereof).

                (d) Holders of shares of the Preferred Stock shall be
entitled to full cumulative dividends, as herein provided, on the Preferred
Stock and no additional amounts. Except as set forth in section 2(e) below,
no interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment or payments on the Preferred Stock that may
be in arrears.

                (e) If dividends are not paid in full, or declared in
full and sums set apart for the payment thereof, upon the shares of
Preferred Stock and the shares of Parity Stock, all dividends declared upon
shares of Preferred Stock and upon all Parity Stock shall be paid or
declared pro rata so that in all cases the amount of dividends paid or
declared per share on the Preferred Stock and such Parity Stock shall bear
to each other the same ratio that unpaid accumulated dividends per share,
including dividends accrued or in arrears, if any, on the shares of
Preferred Stock and such other shares of Parity Stock, bear to each other.
Unless and until full cumulative dividends on the shares of Preferred Stock
in respect of all past quarterly dividend periods have been paid, and the
full amount of dividends on the shares of Preferred Stock in respect of the
then current quarterly dividend period shall have been or are
contemporaneously declared in full and sums set aside for the payment
thereof, no shares of Junior Stock or Parity Stock shall be redeemed,
retired, purchased or otherwise acquired for any consideration (or any
payment made to or available for a sinking fund for the redemption of any
such shares) by the Company or any Subsidiary of the Company (except by
conversion into or exchange for shares of Junior Stock). Unless and until
full cumulative dividends on the shares of Preferred Stock in respect of
all past quarterly dividend periods have been paid or are contemporaneously
declared in full and sums set aside for payment thereof, no dividends shall
be paid or declared or set aside for payment or other distribution upon the
Junior Stock, other than in shares of, or warrants or rights to acquire,
Junior Stock. For the purposes hereof, a "Subsidiary" shall mean any
corporation, association or other business entity (i) at least 50% of the
outstanding voting securities of which are at the time owned or controlled
by the Company; or (ii) with respect to which the Company possesses,
directly or indirectly, the power to direct or cause the direction of the
affairs or management of such person.

         The terms "accrued dividends," "dividends accrued" and "dividends
in arrears," whenever used herein with reference to shares of Preferred
Stock shall be deemed to mean an amount which shall be equal to dividends
thereon at the Applicable Rate per share for the respective series from the
date or dates on which such dividends commence to accrue to the end of the
then current quarterly dividend period for such Preferred Stock (or, in the
case of redemption, to the date of redemption), whether or not earned or
declared and whether or not assets for the Company are legally available
therefor, and if full dividends are not declared or paid (whether in cash
or in Additional Securities), then such dividends shall cumulate, with
additional dividends thereon, compounded quarterly, at the Applicable Rate,
for each quarterly period during which such dividends remain unpaid, less
the amount of all such dividends paid, or declared in full and sums set
aside for the payment thereof, upon such shares of Preferred Stock.

                (f) The amount of any dividends per share of Preferred
Stock for any full quarterly period shall be computed by multiplying the
Applicable Rate for such quarterly dividend period by the Liquidation
Preference per share and dividing the result by four. Dividends payable on
the shares of Preferred Stock for any period less than a full quarterly
dividend period shall be computed on the basis of a 360-day year of twelve
30-day months and the actual number of days elapsed for any period less
than one month.

         Section 3.        Liquidation Preference.
                           ----------------------

                (a)        Series A Preferred Stock.
                           ------------------------

                           (1) In the event of a Liquidation, whether
voluntary or involuntary, the holders of Series A Preferred Stock then
outstanding shall be entitled to receive out of the available assets of the
Company, whether such assets are stated capital or surplus of any nature,
an amount on such date equal to the greater of (i) $1000.00 (the "Issue
Price") per share of Series A Preferred Stock plus all accrued and unpaid
dividends (including any dividends payable in respect of the elapsed
portion of the then current quarter in accordance with section 2(f)) per
share of Series A Preferred Stock as of such date, calculated pursuant to
section 2(a) hereinabove (the "Series A Liquidation Preference") and (ii)
such amount per share of Series A Preferred Stock, as would have been
payable had each share been converted into Common Stock immediately prior
to such Liquidation (with respect to the calculations set forth above, the
"Series A Liquidation Payment"). The Series A Liquidation Payment shall be
made before any payment shall be made or any assets distributed to the
holders of any class or series of the Common Stock or any other class or
series of the Company's capital stock ranking junior as to liquidation
rights to the Preferred Stock. Following payment to the holders of the
Series A Preferred Stock and Series B Preferred Stock (as set forth in
section 3(b) below) of the full preferential amounts described in the first
sentence of this section 3, the remaining assets (if any) of the Company
available for distribution to stockholders of the Company shall be
distributed, subject to the rights of the holders of shares of any other
series of preferred stock ranking senior to the Common Stock as to
distributions, upon Liquidation pro rata among the holders of the Common
Stock and any other shares of capital stock of the Company ranking on a
parity with the Common Stock as to distributions upon Liquidation. If upon
any such Liquidation the assets available for payment of the Series A
Liquidation Payment are insufficient to permit the payment to the holders
of the Preferred Stock of the full preferential amounts described in this
paragraph, then all the remaining available assets shall be distributed
among the holders of the then outstanding Preferred Stock and any other
then outstanding Parity Stock pro rata according to the number of then
outstanding shares of Preferred Stock and Parity Stock held by each holder
thereof.

                           (2) The Series A Liquidation Preference shall be
proportionately adjusted in the event of any stock split, reverse stock
split, stock combination, reclassification or pursuant to any other
adjustment with respect to the Series A Preferred Stock.

                (b)        Series B Preferred Stock.
                           ------------------------

                           (1) In the event of a Liquidation, whether
voluntary or involuntary, the holders of Series B Preferred Stock then
outstanding shall be entitled to receive out of the available assets of the
Company, whether such assets are stated capital or surplus of any nature,
an amount on such date equal to the greater of (i) the Issue Price plus all
accrued and unpaid dividends (including any dividends payable in respect of
the elapsed portion of the then current quarter in accordance with section
2(f)) per share of Series B Preferred Stock as of such date, calculated
pursuant to section 2(b) hereinabove (with respect to the calculation set
forth above, the "Series B Liquidation Preference" and together with the
Series A Liquidation Preference the "Liquidation Preference") and (ii) such
amount per share of Series B Preferred Stock, as would have been payable
had each share first been exchanged for Series A Preferred Stock (assuming
for this provision that all conditions to conversion had occurred) and then
such shares of Series A Preferred Stock were converted into Common Stock
pursuant to section 6 immediately prior to such Liquidation (the "Series B
Liquidation Payment" and together with the Series A Liquidation Payment,
the "Liquidation Payment"). The Series B Liquidation Payment shall be made
before any payment shall be made or any assets distributed to the holders
of any class or series of the Common Stock or any other class or series of
the Company's capital stock ranking junior as to liquidation rights to the
Preferred Stock. Following payment to the holders of the Series A Preferred
Stock (as set forth in section 3(a) above) and Series B Preferred Stock of
the full preferential amounts described in this section 3(b)(1), the
remaining assets (if any) of the Company available for distribution to
stockholders of the Company shall be distributed, subject to the rights of
the holders of shares of any other series of preferred stock ranking senior
to the Common Stock as to distributions, upon Liquidation pro rata among
the holders of the Common Stock and any other shares of capital stock of
the Company ranking on a parity with the Common Stock as to distributions
upon Liquidation. If upon any such Liquidation the assets available for
payment of the Liquidation Payment are insufficient to permit the payment
to the holders of the Preferred Stock of the full preferential amounts
described in this paragraph, then all the remaining available assets shall
be distributed among the holders of the then outstanding Preferred Stock
and any other then outstanding Parity Stock pro rata according to the
number of then outstanding shares of Preferred Stock and Parity Stock held
by each holder thereof.

                           (2) The Series B Liquidation Preference shall be
proportionately adjusted in the event of any stock split, reverse stock
split, stock combination, reclassification or pursuant to any other
adjustment with respect to the Series B Preferred Stock.

         Section 4.        Optional Redemption.
                           -------------------

                (a) Optional Redemption by Holders of Preferred Stock. At
any time after the tenth anniversary of the Initial Issuance Date, a holder
of Series A Preferred Stock may, upon 15 Business Days written notice to
the Company, require the Company to redeem in whole or in part, the shares
of Series A Preferred Stock (including shares issuable in respect of
accrued but unpaid dividends)(the "Holder Optional Redemption") for either
(x) cash or (y) Common Stock (which may be unregistered), at the Company's
option, at a total redemption price equal to the Series A Liquidation
Preference, subject to a maximum redemption price of $130,035,684.35 in the
event that Shareholder Approval is not obtained. If the Company elects to
settle such maximum redemption price in Common Stock rather than in cash
then the number of shares of Common Stock shall be determined as set forth
below, subject to a maximum number of shares of Common Stock of 18,186,809
in the event that Shareholder Approval is not obtained (the "Holder
Redemption Price"). Such notice shall specify the date of the Holder
Optional Redemption (which date shall be at least 15 Business Days after
such notice (the "Holder Redemption Date")). Common Stock used as
consideration for the redemption price pursuant to clause (y) shall be
valued at its market value (based on the average of the closing price of
the Company's Common Stock on the American Stock Exchange or other
principal national securities exchange on which the Common Stock is listed
or to which the shares are admitted for trading for the 20 trading days
prior to determination or, if no such trading market exists, as determined
by a nationally recognized investment bank (which shall consider the
liquidity of the Common Stock in making its valuation)); provided, that in
no event shall the value attributed to the Common Stock pursuant to clause
(y) be less than the then Conversion Price and in the event that
Shareholder Approval is not obtained be less than $7.15 per share of Common
Stock (the price determined pursuant to clause (y) being the "Common Stock
Redemption Value").

                 (b)      Optional Redemption by Company.
                          ------------------------------

                           (1) At any time after April 19, 2006, the
Company may, upon 45 days written notice to the holders of the Preferred
Stock, redeem all, but not less than all, of the then outstanding shares of
Preferred Stock (including shares issuable in respect of accrued but unpaid
dividends)(the "Company Optional Redemption") for cash at a redemption
price per share equal to the Liquidation Preference (the "Company
Redemption Price"); provided, however, that the average of the closing
price of the Common Stock on the American Stock Exchange or other national
securities exchange where the Common Stock is listed or to which the shares
are admitted for trading for the 20 trading days prior to the delivery by
the Company of the notice of redemption exceeds 150% of the Conversion
Price. Such notice shall specify the date of the Company Optional
Redemption (which shall be at least 45 days after such notice (the "Company
Redemption Date")). The shares of Preferred Stock will remain convertible
or exchangeable until the redemption price is paid.

                           (2) Upon the occurrence of a Change of Control,
the Company may, upon 10 days notice to the holders of the Preferred Stock,
redeem all, but not less than all, of the then outstanding shares of
Preferred Stock (the "Change of Control Redemption") for cash at the
Company Redemption Price; provided, however, that if such Change of Control
occurs before the fifth anniversary of the Initial Issuance Date, the
Company shall pay to the holder of each share of Preferred Stock the Series
A No-Call Period Dividend or the Series B No-Call Period Dividend, as the
case may be, at least five days before the Change of Control Redemption.
The shares of Preferred Stock, including the shares issued pursuant to the
Series A No-Call Period Dividend or the Series B No-Call Period Dividend,
will remain convertible or exchangeable, as the case may be, until the
redemption price is paid. Notwithstanding the foregoing, the Company may
not redeem the Series B Preferred Stock pursuant to this paragraph 4(b)(2)
unless the Change of Control giving rise to such right of redemption is
also a Reorganization Event, subject to section 5 below.

                (c) Payment of Redemption Price. All accrued and unpaid
dividends on Preferred Stock through the date of the Holder Redemption Date
or Company Redemption Date, as the case may be, shall be payable in full at
the time of redemption. Payment of the Holder Redemption Price and payment
of accrued and unpaid dividends in connection with a Holder Optional
Redemption may be made in cash or, to the extent that a sufficient number
of authorized but unissued shares of Common Stock (which may be
unregistered) are available, Common Stock at the Common Stock Redemption
Value, or any combination thereof. Payment of accrued and unpaid dividends
in connection with a Company Optional Redemption shall be made in cash.

                (d) Status of Redeemed Shares. Any shares of Preferred
Stock that shall at any time have been redeemed pursuant to section 4
hereof shall, after such redemption, have the status of authorized but
unissued shares of Preferred Stock, without designation as to series.

         Section 5. Consideration Received upon a Reorganization, Merger,
etc. In the event of any reorganization of the Company, any
reclassification of the stock of the Company, any consolidation or merger
of the Company, any sale or conveyance of all or substantially all of the
assets of the Company, or any other event that results in the Common Stock
being changed into the same or a different number of other securities of
another entity (other than events described in section 6(e) below) or
exchanged for assets (including cash) from another entity (any such event,
a "Reorganization Event") shall be effected in such a way that the holders
of Common Stock shall be entitled to receive stock, securities or assets
(including cash) from another entity with respect to or in exchange for
their shares of Common Stock, then, prior to and as a condition of such
reorganization, reclassification, consolidation, merger, sale or
conveyance, lawful and adequate provision shall be made whereby the holders
of Series B Preferred Stock may thereafter elect to receive such shares of
stock, securities or assets (including cash) as may be issued or payable
with respect to or in exchange for a number of outstanding shares of Common
Stock equal to the number of shares of Common Stock issuable upon
conversion of such shares of Series B Preferred Stock (assuming such Series
B Preferred Stock had been first exchanged for Series A Preferred Stock),
had such Reorganization Event not taken place. In any such case,
appropriate provision shall be made with respect to the rights and
interests of the holders of Series B Preferred Stock to the end that the
provisions hereof shall thereafter be applicable, as nearly as may be, in
relation to any stock, securities or assets thereafter deliverable upon the
exchange of the Series B Preferred Stock (assuming such Series B Preferred
Stock had been exchanged for Series A Preferred Stock and then the Series A
Preferred Stock was converted to Common Stock). The Company shall not
effect any such Reorganization Event (i) unless prior to or simultaneously
with the consummation thereof the survivor or successor corporation (if
other than the Company) resulting from such consolidation or merger or the
corporation purchasing such assets shall assume by written instrument
executed and sent to each holder of Series B Preferred Stock, the
obligation to deliver to such holder of Series B Preferred Stock such
shares of stock, securities or assets (including cash) as, in accordance
with the foregoing provisions, such holder of Series B Preferred Stock may
be entitled to receive, and containing the express assumption by such
successor corporation of the due and punctual performance and observance of
every provision herein to be performed and observed by the Company and of
all liabilities and obligations of the Company hereunder, and (ii) in which
the Company, as opposed to another party to the Reorganization Event, shall
be required under any circumstances to make a cash payment at any time to
the holders of the Series B Preferred Stock.

         Section 6.        Conversion Rights.  The holders of the Series A
Preferred Stock shall have conversion rights as follows:

                (a) Generally. At any time after the Conversion Shares
issuable upon conversion of the shares of Series A Preferred Stock sold on
the Initial Issuance Date are approved for listing on the American Stock
Exchange, the shares of Series A Preferred Stock shall be convertible at
any time, in whole or in part, into fully paid and non-assessable shares
(calculated as to each conversion to the nearest 1/100 of a share) of
Common Stock, at the conversion price, determined as hereinafter provided,
in effect at the time of conversion, with each share of Series A Preferred
Stock having a value equal to the Series A Liquidation Preference. The
price at which shares of Common Stock shall be issued upon conversion
(herein called the "Conversion Price") shall be initially $7.15 per share
of Common Stock. The Conversion Price and the number of shares of Common
Stock into which the Series A Preferred Stock is convertible shall be
adjusted in certain instances as provided below.

                (b) Mechanics of Conversion. All or any portion of the
shares of Series A Preferred Stock held by any holder shall convert
effective immediately prior to the close of business on the date that the
Company has received from such holder of Series A Preferred Stock (i) a
notice of conversion to the Company, setting forth the number of shares to
be converted, (ii) an executed stock power assigning and transferring such
shares of Series A Preferred Stock to the Company, (iii) certificates
representing the shares of Series A Preferred Stock to be converted and
(iv) a written notice to the Company stating therein its name or the name
or names of its nominees in which it wishes the Common Stock to be issued.
The shares of Common Stock shall be deemed issued upon compliance with the
forgoing requirements and the holder of Series A Preferred Stock thereof
shall be entitled to exercise and enjoy all rights with respect to such
shares of Common Stock. The Company shall, as soon as practicable
thereafter, but in any event, within 10 Business Days, issue and deliver
certificates representing Common Stock at such office to such holder of
Series A Preferred Stock, or to his or her nominee or nominees. If the
conversion is in connection with an underwritten offering of securities
registered pursuant to the Securities Act, the conversion shall be
conditioned upon the closing with the underwriters of the sale of
securities pursuant to such offering, in which event the person(s) entitled
to receive the Common Stock upon conversion of the Series A Preferred Stock
shall not be deemed to have converted such Series A Preferred Stock until
immediately prior to the closing of such sale of securities.

                (c) Reservation of Shares. The Company shall at all times
reserve and keep available out of its authorized but unissued shares of
Common Stock for the purpose of issuance upon conversion of shares of
Series A Preferred Stock sufficient shares of Common Stock, and shall take
all action necessary so that shares of Common Stock so issued will be
validly issued, fully paid and nonassessable.

                (d) Adjustment to Conversion Price Upon
Reclassifications, Reorganizations, Consolidations or Mergers. In the event
of any reorganization of the Company, any reclassification of the stock of
the Company (other than a change in par value or from par value to no par
value or from no par value to par value), any consolidation or merger of
the Company or any other event that results in the Common Stock being
changed into the same or a different number of other securities, each share
of Series A Preferred Stock shall concurrently with the effectiveness of
such reorganization, reclassification, consolidation, merger or other event
be convertible into the kind and number of shares of stock or other
securities or property of the Company or of the successor corporation
resulting from such consolidation or surviving such merger, if any, to
which the holder of the number of shares of Common Stock deliverable
(immediately prior to the time of such reorganization, reclassification,
consolidation, merger or other event) upon conversion of such Series A
Preferred Stock would have been entitled upon such reorganization,
reclassification, consolidation, merger or other event. The provisions of
this clause shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers or similar events.

                (e) Adjustment to Conversion Price Upon Stock Dividends,
Splits and Reclassifications. In case the Company shall (i) pay a dividend
in Common Stock or (ii) subdivide or split-up its outstanding Common Stock,
then, following the record date for the determination of holders of Common
Stock entitled to receive such stock dividend, or to be affected by such
subdivision or split-up, the Conversion Price shall be appropriately
decreased so that the number of shares of Common Stock issuable on
conversion of Series A Preferred Stock shall be increased in proportion to
such increase in outstanding shares.

                (f) Adjustment to Conversion Price Upon Combinations. If
the number of shares of Common Stock outstanding is decreased by a
combination of the outstanding shares of Common Stock into a smaller number
of shares of Common Stock, then, following the record date to determine
shares affected by such combination, the Conversion Price shall be
appropriately increased so that the number of shares of Common Stock
issuable on conversion of each share of Series A Preferred Stock shall be
decreased in proportion to such decrease in outstanding shares.

                (g)        Conversion Price Adjustment.
                           ---------------------------

                           (1) Whenever the number of shares of Common
Stock into which the Series A Preferred Stock is convertible is adjusted as
provided under section 6, the Conversion Price shall be adjusted by
multiplying such Conversion Price immediately prior to such adjustment by a
fraction:

                               (A) the numerator of which shall be the
         number of shares of Common Stock into which the Series A Preferred
         Stock is convertible immediately prior to such adjustment; and

                               (B) the denominator of which shall be the
         number of shares of Common Stock into which the Series A Preferred
         Stock is convertible immediately thereafter.

                           (2) Notwithstanding the foregoing, no adjustment
of the Conversion Price shall be made in an amount less than $0.01 per
share, but any such lesser adjustment shall be carried forward and shall be
made at the time of and together with the next subsequent adjustment which,
together with any adjustments so carried forward, shall amount to $0.01 per
share or more.

                (h) Notices. Whenever the number of shares of Common
Stock into which the Series A Preferred Stock is convertible is adjusted as
herein provided, the Company shall cause to be promptly delivered to each
holder of shares of Series A Preferred Stock at its last address as it
shall appear on the books of the Company by telecopier transmission or by a
nationally recognized overnight delivery service, notice of such adjustment
or adjustments setting forth the number of shares of Common Stock into
which the Series A Preferred Stock is convertible and the Conversion Price
after such adjustment, a brief statement of the facts requiring such
adjustment and the computation by which such adjustment was made. The
Company shall give notice to each holder of shares of Series A Preferred
Stock of any transaction contemplated by section 6(d) not later than 10
days following the consummation of such transaction, setting forth the
estimated date of consummation. Any such notice shall be treated as
effective or having been given (i) if transmitted by telecopier, on the
Business Day of confirmed receipt by the addressee thereof, and (ii) if
delivered by overnight courier, on the Business Day delivered.

         The failure to give the notice required in this paragraph or any
defect therein shall not affect the legality or validity of the event
causing the adjustment of the Conversion Price or any other action taken in
connection therewith.

In case:

                           (1) the Company shall declare a dividend on its
Common Stock Equivalents payable otherwise than in cash;

                           (2) the Company shall authorize the granting to
the holders of its Common Stock Equivalents of rights or warrants to
subscribe for or purchase any shares of Common Stock Equivalents (or
securities convertible into shares of Common Stock Equivalents);

                           (3) of any reclassification of the capital stock
of the Company (other than a subdivision or combination of outstanding
shares of Common Stock), or of any consolidation or merger to which the
Company is a party and for which approval of any stockholders of the
Company is required, or of the sale or transfer of all or substantially all
of the assets of the Company; or

                           (4) the Company shall be (voluntarily or
involuntarily) dissolved, liquidated or wound up; then the Company shall
cause to be mailed to the holders of the Series A Preferred Stock, at least
10 days prior (or in the case of involuntary dissolution or liquidation as
soon thereafter as is practicable) to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record
is to be taken for the purpose of such dividend, rights or warrants, or, if
a record is not to be taken, the date as of which the holders of Common
Stock Equivalents of record to be entitled to such dividend, rights or
warrants are to be determined, or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up is expected to become effective, and the date as
of which it is expected that holders of Common Stock Equivalents of record
shall be entitled to exchange their shares of Common Stock Equivalents for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding
up.

                (i) Common Stock; Other Securities. For the purpose of
this section 6, the term "Common Stock" shall mean (i) the class of stock
designated as the Common Stock of the Company at the date of this
Certificate of Designations and (ii) any other class of stock resulting
from successive changes or reclassification of such Common Stock consisting
solely of changes in par value, or from par value to no par value, or from
no par value to par value. In the event that at any time, as a result of an
adjustment made pursuant to this section 6, the holder of Series A
Preferred Stock shall become entitled to convert its shares of Series A
Preferred Stock into any shares of the Company other than Common Stock,
thereafter the number of such other shares into which the Series A
Preferred Stock is convertible and the Conversion Price of such shares
shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the
shares contained in this section 6.

         Section 7. Automatic Exchange of Series B Preferred Stock. Each
share of Series B Preferred Stock shall automatically be exchanged for an
equal number of shares of Series A Preferred Stock upon the receipt by the
Company of Shareholder Approval and receipt of HSR Approval, to the extent
such HSR Approval is required, so long as such exchange will not result in
a "change of control" under the terms of the indentures governing the
Existing High Yield Indebtedness. Immediately before the exchange of the
Series B Preferred Stock, the Company shall pay to the holders of the
Series B Preferred Stock, all accrued and unpaid dividends on the Series B
Preferred Stock. If for any reason, the exchange of all outstanding shares
of Series B Preferred Stock would result in a "change of control" under the
terms of the indentures governing the Existing High Yield Indebtedness,
only such number of shares of Series B Preferred Stock as would not cause
such "change of control" shall be exchanged for shares of Series A
Preferred Stock and the remaining shares of Series B Preferred Stock will
be exchanged as soon as and to the extent that such exchange would not
result in a "change of control" under the terms of indentures governing the
Existing High Yield Indebtedness.


         Section 8.        Voting Rights.
                           -------------

                 (a) Subject to section 8(b) below, upon the transfer of
any shares of Series A Preferred Stock, other than a transfer to an
Affiliate of an Apollo Purchaser, consistent with the Standstill Agreement,
the transferee of such shares of Series A Preferred Stock shall be entitled
to vote on an as-converted basis upon all matters to be voted upon by the
stockholders of the Company, voting together with the holders of Common
Stock and the Class B Stock as a single class; provided that such
as-converted voting rights shall not extend (i) to the election of
directors or (ii) any matter which is reserved for consideration (by law or
by the Certificate of Incorporation) exclusively by the holders of Common
Stock or the Class B Stock.

                 (b) Except as otherwise provided by applicable law and in
addition to any voting rights provided by section 9(a) below, the Apollo
Purchasers (which term, for the purposes of this section 8(b), includes any
Affiliates of the Apollo Purchasers) shall not have any voting rights with
respect to any Preferred Stock held by such Apollo Purchasers; provided,
however, if an Event of Default exists and such Event of Default is not
cured or waived within 45 days, the holders of Preferred
Stock shall have the right to elect that number of directors which, when
added to any representatives of the holders of the Preferred Stock
(including the Apollo Purchasers) then on the Board of Directors, will
constitute a majority of the Board of Directors. The Board of Directors
shall be expanded as necessary to accomplish the purposes of this section
8(b). Upon the cure of such Event of Default, the Board shall be reduced to
the size immediately before such Event of Default took place and the
holders of the Preferred Stock shall have such rights to elect such number
of directors as before the Event of Default.

         Section 9.        Protective and Other Provisions.
                           -------------------------------

                (a) So long as the Apollo Purchasers continue to have
Preferred Stock Approval Rights as granted under the Investment Agreement,
(i) the Apollo Purchasers that are holders of Series A Preferred Stock and
the Apollo V Purchasers who hold Series B Preferred Stock, prior to receipt
of HSR Approval, to the extent such HSR Approval is required, and (ii) the
Apollo Purchasers that are holders of Series A Preferred Stock and Series B
Preferred Stock, acting together as a single class, after HSR Approval, to
the extent such HSR Approval is required, shall have the right to elect
three directors to the Board of Directors. If for any reason, any director
appointed by the Apollo Purchasers ceases to be a director before the
expiration of his or her term and the Apollo Purchasers have Preferred
Stock Approval Rights at such time, the Apollo Purchaser who elected such
director shall have the right to appoint a director to fill such vacancy.

                (b) So long as any of the shares of Preferred Stock
remain outstanding, the Company shall not enter into or incur any new
indebtedness that would restrict the ability of the Company to pay
dividends on the Preferred Stock in the manner required pursuant to section
2 hereof. Notwithstanding the foregoing, the Company may make amendments to
the Company's Senior Facility which would restrict the ability of the
Company to pay dividends on the Preferred Stock so long as such restriction
does not extend beyond the PIK Period.

         Section 10. Limitations. In addition to any other rights provided
by applicable law, so long as any shares of Series A Preferred Stock are
outstanding, the Company shall not, without the affirmative vote, or the
written consent as provided by law, of the Requisite Holders, at a vote of
the holders of Series A Preferred Stock, voting separately as a class,

                (a) create, authorize or issue any class, series or
shares of (i) Senior Stock, (ii) Parity Stock, or (iii) Junior Stock, if
such Junior Stock may be redeemed, at the option of the holder thereof, on
or prior to the Holder Redemption Date; or

                 (b) change the preferences, rights or powers with respect
to the Preferred Stock so as to affect the Preferred Stock adversely.

         Section 11. Dividend Received Deduction. For federal income tax
purposes, the Company shall report distributions of cash and property
(other than the Additional Securities) on the Series A Preferred Stock as
dividends, to the extent of the Company's current and accumulated earnings
and profits (as determined for federal income tax purposes).

         Section 12. Definitions.  For purposes of this Certificate of
Designations, the following definitions shall apply:

                  "Additional Securities" has the meaning set forth in
paragraph 2(b)(2) hereof.

                  "Additional Series A Securities" has the meaning set
forth in paragraph 2(a)(2) hereof. "Additional Series B Securities" has the
meaning set forth in paragraph 2(b)(2) hereof.

                  "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 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, the Apollo Purchaser or
its Affiliates do 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.

                  "AIF V" means the Apollo Investment Fund V, L.P.

                  "AOP V" means the Apollo Overseas Partners V, L.P.

                  "Apollo V Purchasers" means AIF V and AOP V, and any
other partnership or entity affiliated with and managed by Apollo 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.

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

        "Apollo Purchasers" has the meaning set forth in the
Investment Agreement.

        "Applicable Rate" has the meaning set forth in section
2(b) hereof.

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

        "Business Day" has the meaning set forth in section 2(a)
hereof.

                  "Certificate of Incorporation" means the Certificate of
Incorporation of the Company, as amended from time to time, and as filed
with the Secretary of State of the State of Delaware.

                  "Change of Control" means (i) a merger, consolidation or
similar transaction involving the Company after which holders of the
Company's stock before such transaction do not own at least 50% of the
combined voting power of all shares generally entitled to vote in the
election of the members of the Board of Directors of the surviving entity,
(ii) the acquisition by any person or group (other than Apollo or the
holders of Class B Stock (so long as each is not a part of a group (as such
term is defined in Section 13(d) of the Securities Exchange Act of 1934, as
amended and the regulations promulgated thereunder) on the Initial Issuance
Date) of beneficial ownership of at least 50% of the combined voting power
of all shares generally entitled to vote in the election of the members of
the Board of Directors of the Company, or (iii) the sale of all or
substantially all of the assets of the Company or similar transaction (the
determination of aggregate voting power to recognize that the Company's
Class B Stock has ten votes per share and the Company's Common Stock has
one vote per share).

                  "Class B Stock" means the Class B Stock, par value $0.66
2/3 per share, of the Company.

                  "Common Stock" means the Common Stock, par value $0.66
2/3 per share, of the Company.

                  "Common Stock Equivalents" means all Common Stock and any
securities (whether voting common stock or nonvoting common stock) of any
class of the Company which have no preference in respect of amounts payable
in the event of any voluntary or involuntary liquidation dissolution or
winding up of the Company.

"Common Stock Redemption Value" has the meaning set forth
in section 4(a) hereof.

 "Company" means AMC Entertainment Inc., a Delaware corporation.

 "Company Optional Redemption" has the meaning set forth
in section 4(b) hereof.

"Company Redemption Date" has the meaning set forth in
section 4(b) hereof.

"Company Redemption Price" has the meaning set forth in
section 4(b) hereof.

"Conversion Factor" shall mean, on any date of
determination, the quotient of (x) the Liquidation Preference of the Series
A Preferred divided by (y) the Conversion Price.

"Conversion Price" has the meaning set forth in section
6(a) hereof.

                  "Conversion Shares" means the shares of Common Stock
issued upon conversion of the Series A Preferred Stock, including the
shares of Series A Preferred Stock issued upon conversion of the Series B
Preferred Stock.

                  "Dividend Payment Date" has the meaning set forth in
section 2(a) hereof.

                  "Effective Sale Price" shall mean, in the case of a sale
of Series A Preferred Stock, the quotient of (x) the sale price per share
of such Series A Preferred stock divided by (y) the Conversion Factor.

                  "Event of Default" means (i) an event of default as set
forth under the Company's Senior Indebtedness, Existing High Yield
Indebtedness or any other indebtedness of the Company in principal amount
in excess of $10.0 million; or (ii) failure of the Company to pay cash
dividends on the Preferred Stock when required pursuant to the terms of
this Certificate of Designations, without regard to any prohibition by
applicable law or otherwise against payment; and (iii) a violation by the
Company of the terms of section 8 of the Investment Agreement, provided,
however, that no Event of Default pursuant to (iii) above, shall be deemed
to have occurred unless Apollo, on behalf of the Apollo Purchasers,
provides written notice in advance of such violation to the Company
describing such violation and such notice is accompanied by an opinion of
counsel confirming such violation.

                  "Existing High Yield Indebtedness" means the currently
existing indebtedness of the Company pursuant to (i) the Indenture dated
March 19, 1997, by and between the Company and Bank of New York, as
Trustee, in respect of AMC Entertainment Inc.'s 9 1/2% Senior Subordinated
Notes due 2009 and as supplemented by the First Supplemental Indenture
dated June 9, 1997 and as it may be amended or supplemented from time to
time and (ii) the Indenture dated January 27, 1999, by and between the
Company and Bank of New York, as Trustee, in respect of AMC Entertainment
Inc.'s 9 1/2% Senior Subordinated Notes due 2011 and as it may be amended
or supplemented from time to time.

                  "GCL" shall have the meaning set forth in the first
paragraph of this Certificate of Designations. "Holder Optional Redemption"
has the meaning set forth in section 4(a) hereof.

                  "Holder Redemption Date" has the meaning set forth in
section 4(a) hereof.

                  "Holder Redemption Price" has the meaning set forth in
section 4(a) hereof.

                  "HSR Approval" means the expiration or early termination
of any applicable waiting period after any filing required by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the
acquisition of the Series A Preferred Stock and Series B Preferred Stock
and the exchange of Series B Preferred Stock for Series A Preferred Stock
contemplated by this Certificate of Designations.

                  "Initial Issuance Date" means April 19, 2001, the first
date of issuance of the Preferred Stock pursuant to the closing of the
Investment Agreement.

                  "Initial Solicitation" means shall mean the solicitation
of Shareholder Approval at the Company's next regularly scheduled annual
meeting after the Closing Date, which shall take place no later than 270
days after the Initial Issuance Date.

                  "Investment Agreement" means the Investment Agreement
entered in as of April 19, 2001 among the Company and certain investors
named therein.

"Issue Price" has the meaning set forth in section 3 hereof.

"Junior Stock" has the meaning set forth in section 1 hereof.

"Liquidation" has the meaning set forth in section 1 hereof.

"Liquidation Payment" has the meaning set forth in section 3(b) hereof.

"Liquidation Preference" has the meaning set forth in
section 3 (b) hereof.

"Original Issuance Date" has the meaning set forth in
section 2(a) hereof.

"Parity Stock" has the meaning set forth in section 1 hereof.

                  "Person" means all natural persons, corporations,
business trusts, associations, companies, partnerships, joint ventures, and
other entities and governments and agencies or political subdivisions
thereof.

                  "PIK Period" means the period between the Initial
Issuance Date and the third anniversary thereof.

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

                  "Preferred Stock Approval Rights" has the meaning set
forth in the Investment Agreement.

                  "Purchasers" shall mean the Apollo Purchasers and any
partnership or other entity to which any of the foregoing assigns any of
its interests hereunder, consistent with the provisions of the Investment
Agreement.

                  "Reorganization Event" shall have the meaning set forth
in section 5 hereof.

                  "Requisite Holders" means holders of a majority of
Preferred Stock currently outstanding.

                  "Senior Facility" shall mean the U.S. $ 425,000,000
Amended and Restated Credit Agreement, dated as of April 10, 1997, among
AMC Entertainment Inc, as the Borrower; and The Bank of Nova Scotia, as
Administrative Agent; and Bank of America National Trust and Savings
Association, as Documentation Agent; and Various Financial Institutions as
Lenders, as amended by the Second Amendment, dated as of January 16, 1998,
as further amended by the Third Amendment, dated as of March 15, 1999 and
as further amended by the Fourth Amendment, dated as of March 29, 2000.

                  "Senior Indebtedness" shall mean the Company's current
existing indebtedness pursuant to the Senior Facility.

                  "Senior Stock" has the meaning set forth in section 1
hereof.

                  "Series A Applicable Rate" has the meaning set forth in
section 2(a) hereof.

                  "Series A Liquidation Payment" has the meaning set forth
in section 3(a) hereof.

                  "Series A Liquidation Preference" has the meaning set
forth in section 3(a) hereof.

                  "Series A No-Call Period Dividend" has the meaning set
forth in section 2(a)(5) hereof.

                  "Series A Preferred Stock" has the meaning set forth in
section 1 hereof.

                  "Series B Applicable Rate" has the meaning set forth in
section 2(b) hereof.

                  "Series B Liquidation Payment" has the meaning set forth
in section 3(b) hereof.

                  "Series B Liquidation Preference" has the meaning set
forth in section 3(b) hereof. "Series B No-Call Period Dividend" has the
meaning set forth in section 2(b)(4) hereof.

                  "Series B Preferred Stock" has the meaning set forth in
section 1 hereof.

                  "Shareholder Approval" shall mean approval by (i) the
holders of a majority of the Common Stock, voting separately as a class and
(ii) a majority of the votes cast by the Company's stockholders voting
together as a single class, of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of Common Stock
(so as to permit the issuance of additional shares of Series A Preferred
Stock and the underlying Common Stock and until there are enough shares
that would allow all shares of Series A Preferred Stock to convert into
Common Stock and all shares of Series B Preferred Stock to be exchanged for
Series A Preferred Stock, as contemplated by this Certificate of
Designations).

                  "Standstill Agreement" means the Standstill Agreement
entered into as of April 19, 2001 among the Company and certain investors
named therein.

                  "Subsidiary" has the meaning set forth in section 2(e)
hereof.

                  "Threshold Amount" has the meaning set forth in section
2(b)(5)(D) hereof.

                  "Total Unconverted Shares" shall mean, on any date of
determination, the product of (x) the number of shares of Series A
Preferred Stock issued to date multiplied by (y) the Conversion Factor.

                  "Underlying Shares Sold" shall mean, in the case of a
sale of Series A Preferred Stock, the product of (x) the number of shares
of Series A Preferred Stock sold in such sale transaction multiplied by (y)
the Conversion Factor.




         IN WITNESS WHEREOF, the Company has caused this Certificate of
Designation to be signed by Peter C. Brown, its President, and attested by
Nancy L. Gallagher, its Secretary, this 19th day of April, 2001.



                                           By:      /s/ Peter C. Brown
                                                    --------------------
                                           Name:    Peter C. Brown
                                           Title:   President


                                             Attested:

                                        By:      /s/ Nancy L. Gallagher
                                            ---------------------------
                                             Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.7
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>

                                                           Exhibit 4.7


                            INVESTMENT AGREEMENT

                  This INVESTMENT 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
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
Purchasers"), (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 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
(collectively, the "Apollo V Purchasers", and together with the Apollo IV
Purchasers the "Apollo Purchasers" and/or sometimes referred to herein
collectively as the "Purchasers" and individually, a "Purchaser"), (iv)
APOLLO MANAGEMENT IV, L.P., a Delaware limited partnership, in its capacity
as investment manager to the Apollo IV Purchasers ("Apollo IV Management")
and (v) APOLLO MANAGEMENT V, L.P., a Delaware limited partnership, in its
capacity as investment manager to the Apollo V Purchasers ("Apollo V
Management" and together with Apollo IV Management and their Affiliates,
"Apollo"). Certain terms used and not otherwise defined in the text of this
Agreement are defined in Section 10 of this Agreement.

                            W I T N E S S E T H

                  WHEREAS, the Company desires to issue and to sell to the
Purchasers, shares of Series A Convertible Preferred Stock of the Company,
par value $0.66 2/3 per share (the "Series A Preferred Stock"), and shares
of Series B Exchangeable Preferred Stock, par value $0.66 2/3 per share
(the "Series B Preferred Stock") (the Series A Preferred Stock and the
Series B Preferred Stock shall be referred to collectively as the
"Preferred Stock"); and

                  WHEREAS, the Purchasers, severally, desire to purchase
shares of the Company's Preferred Stock on the terms and conditions set
forth in this Agreement.

                  NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties and covenants herein contained, the
parties hereto hereby agree as follows:

                  1. Sale and Purchase of the Preferred Stock. Subject to
the terms and subject to the conditions of this Agreement, the Company
agrees to issue, sell and deliver to each Purchaser, and each Purchaser,
severally and not jointly, agrees to purchase from the Company, at the
Closing, on the Closing Date (as hereinafter defined), (i) 92,000 shares of
Series A Preferred Stock for an aggregate purchase price of Ninety-Two
Million Dollars ($92,000,000.00) and (ii) 158,000 shares of Series B
Preferred Stock for an aggregate purchase price of One Hundred Fifty-Eight
Million Dollars ($158,000,000.00) for an aggregate purchase price of Two
Hundred Fifty Million Dollars ($250,000,000.00) (the "Purchase Price").
Each Purchaser shall pay its respective portion of the Purchase Price and
shall receive such number of shares of Preferred Stock as set forth in
Schedule 1 hereto.

                  2. Closing. The closing of the sale to, and purchase by,
the Purchasers of the shares of Preferred Stock referred to in Section 1
hereof (the "Closing") shall occur at the offices of Akin, Gump, Strauss,
Hauer & Feld, L.L.P., 590 Madison Avenue, New York, New York 10022, at 9:00
a.m., New York time, on or before the next business day after the
satisfaction or waiver of all of the conditions to the Closing set forth in
Section 5 hereof or such other location, date and time as agreed upon by
the Purchasers and the Company (the "Closing Date"). At the Closing, the
Company shall issue and deliver to each Purchaser certificates evidencing
the Preferred Stock (in such denominations as shall be specified in writing
by each Purchaser), each of which shall be registered in each Purchaser's
name, against delivery to the Company by each Purchaser of the Purchase
Price payable by (i) wire transfer, in immediately available funds to an
account that the Company shall designate in writing to the Purchaser at
least two business days prior to the Closing Date, (ii) certified or
cashier's check payable to the order of the Company or (iii) such other
form of payment as may be acceptable to the Company. In addition, the
parties shall execute and deliver the documents referred to in Section 5
hereof.

                  3. Representations and Warranties of the Purchasers.

         Each Apollo Purchaser severally, and not jointly, represents and
warrants to the Company as follows:

                  3.1 Organization. It (a) is a partnership duly organized,
validly existing and in good standing in the jurisdiction of its
organization, (b) is duly qualified or licensed to do business and is in
good standing in each jurisdiction where the nature of the property owned
or leased by it or the nature of the business conducted by it makes such
qualification or license necessary, except where the failure to be so
qualified or licensed (individually or in the aggregate) would either
prevent or materially delay its ability to consummate the transactions
contemplated by the Transaction Documents, and (c) has all power and
authority to carry on its operations and to consummate the transactions
contemplated by the Transaction Documents.

                  3.2 Authorization; Enforcement. It has the requisite
corporate or partnership power and has taken all necessary corporate or
partnership action required for the due authorization, execution, delivery
and performance by it of this Agreement, each of the Transaction Documents
and other documents and instruments referred to herein and to consummate
the transactions contemplated hereby (including, without limitation, the
purchase of the shares of Preferred Stock). The execution, delivery and
performance by it of this Agreement, each of the other Transaction
Documents and consummation by it of the transactions contemplated hereby
and thereby, have been duly authorized by all necessary action on the part
of it. This Agreement and each of the other Transaction Documents have been
duly and validly executed and delivered by it and constitute a valid and
binding obligation of it, enforceable against it in accordance with their
respective terms except as such enforcement may be limited by bankruptcy or
similar laws affecting the rights of creditors generally or by general
equitable principles.

                  3.3 Consents. Except for filings, permits,
authorizations, consents and approvals as may be required under, and other
applicable requirements of the Exchange Act, the Delaware Revised Uniform
Limited Partnership Act, state anti-takeover laws or under relevant state
blue sky laws, neither the execution, delivery or performance of this
Agreement or of any other Transaction Document by such Apollo Purchaser,
nor the consummation by it of the obligations and transactions contemplated
hereby or thereby requires any consent of, authorization by, exemption
from, filing with, or notice to any Governmental Entity or any other
Person.

                  3.4 No Conflicts. The execution, delivery and performance
of this Agreement and each of the other Transaction Documents and the
consummation of the transactions contemplated hereby and thereby will not
(a) conflict with or result in any breach of any provision of its agreement
of limited partnership, operating agreement or other organizational
documents, (b) conflict with or result in the breach of the terms,
conditions or provisions of or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give rise
to any right of termination, acceleration or cancellation under, any
material agreement, lease, mortgage, license, indenture, instrument or
other contract to which it is a party or by which any of its properties or
assets are bound, or (c) result in a violation of any law, rule,
regulation, order, judgment or decree (including, without limitation, U.S.
federal and state securities laws and regulations) applicable to it or by
which any of its properties or assets are bound or affected, except in the
case of clauses (b) or (c), where such conflicts or violations would not
prevent or materially delay its ability to consummate the transactions
contemplated by the Transaction Documents.

                  3.5      Investment Representations and Warranties.

                  (a) The shares of Preferred Stock being purchased by it
hereunder are being acquired for its own account, for the purpose of
investment and not with a view to or for sale in connection with any public
resale or distribution thereof in violation of applicable securities laws.

                  (b) It is an "accredited investor" within the meaning of
Rule 501(a) promulgated under the Securities Act.

                  (c) It (i) has been furnished with or has had full access
to all of the information that it considers necessary or appropriate to
make an informed investment decision with respect to the shares of
Preferred Stock and that it has requested from the Company, (ii) has had an
opportunity to discuss with management of the Company the intended business
and financial affairs of the Company and to obtain information (to the
extent the Company possessed such information or could acquire it without
unreasonable effort or expense) necessary to verify, any information
furnished to it or to which it had access, and (iii) can bear the economic
risk of such investment in the Preferred Stock, has such knowledge and
experience in business and financial matters so as to enable it to
understand and evaluate the risks of and form an investment decision with
respect to its investment in the Preferred Stock and to protect its own
interests in connection with such investment.

                  (d) It has no need for liquidity in its investment in the
shares of Preferred Stock and is able to bear the economic risk of its
investment in the shares of Preferred Stock and the complete loss of all of
such investment.

                  (e) It understands that the transferability of the shares
of Preferred Stock is restricted, and that such restrictions will be
reflected in an appropriate legend on the instruments representing the
shares of Preferred Stock.

                  (f) It recognizes that an investment in the Company
involves certain risks and has taken full cognizance of, and understands
all of, the risks related to the purchase of the shares of Preferred Stock.
It further acknowledges and understands that no federal or state agency has
made any recommendation or endorsement of the Preferred Stock or any
finding or determination as to the fairness of the investment therein.

                  3.6 Information Supplied. None of the written information
supplied by it specifically for inclusion or incorporation by reference in
any documents to be filed by the Company with the SEC or any Governmental
Entity in connection with the transactions contemplated hereby (including
in connection with the Company's solicitation of shareholder approval of an
amendment to the Company's Certificate of Incorporation increasing the
number of authorized shares of the Common Stock) will, on the date of its
filing and on the date any such materials are mailed to stockholders,
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they are
made, not misleading.

                  3.7 Ownership of Capital Stock of the Company. As of the
date hereof and prior to giving effect to the transactions contemplated
under this Agreement, the Purchasers do not in the aggregate, own of record
or beneficially including by virtue of membership in a "group" for purposes
of Section 13(d) of the Exchange Act (i) a number of shares of Common Stock
which exceeds 1% of the outstanding shares of Common Stock on the date
hereof; (ii) any shares of the Company's Class B Stock; or (iii) any debt
securities issued by the Company. The Purchasers shall not acquire or
dispose of any shares of Common Stock or Class B Stock or any debt
securities issued by the Company (i) before the Closing and (ii)
thereafter, except in the case of clause (ii), in compliance with the terms
of the Standstill Agreement.

                  3.8 Financing. On the Closing Date, it will have adequate
funds available to pay its portion of the Purchase Price.

                  3.9 Brokers. Except as set forth in Schedule 3.9 hereof,
it has not engaged a broker, investment banker, financial advisor, finder
or other person entitled to any brokerage, investment banker's, financial
advisor's, finder's or other fee or commission for which the Company will
be liable in connection with the execution of this Agreement or the
performance by the parties hereto of their respective obligations
hereunder.

                  3.10 Hart-Scott-Rodino. Each Purchaser is a separate
"person" within the meaning of the HSR Act.

                  3A.      Representations and Warranties of Apollo.

                  3A.1 Control of Apollo Purchasers. Apollo is the
investment manager of, and possesses the ability to direct the investments
of, each Purchaser. Apollo controls the Purchasers and has the authority to
cause the Purchasers to perform their respective obligations under the
Transaction Documents. Apollo, in its capacity as investment manager,
general partner or manager of the Apollo Purchasers, has the requisite
power and has taken all necessary corporate or partnership action required
to cause the Apollo Purchasers to execute and deliver this Agreement and
the other Transaction Documents and perform their respective obligations
hereunder and thereunder. The execution and delivery by Apollo of this
Agreement and each of the other Transaction Documents to which it is a
party has been duly authorized by all requisite action on the part of
Apollo.

                  4. Representations and Warranties by the Company. The
Company (which term as used in this Section 4 shall, unless the context
otherwise requires, be deemed to include any Subsidiary of the Company)
represents and warrants to each Purchaser and Apollo as follows:

                  4.1 Capitalization. (a) Immediately before the Closing,
the authorized capital stock of the Company shall consist of (i) 45,000,000
shares of common stock (the "Common Stock"), par value $0.66 2/3 per share;
(ii) 30,000,000 shares of class B stock (the "Class B Stock"), par value
$0.66 2/3 per share; and (iii) 10,000,000 shares of preferred stock, par
value $0.66 2/3 per share, which are undesignated as to series. The Company
has no other class of capital stock authorized, issued or outstanding. The
capitalization of the Company as of the date hereof, including, without
limitation, the number of shares issued and outstanding, the number of
shares issuable and reserved for issuance pursuant to the Company's stock
option plans, the number of shares issuable and reserved for issuance
pursuant to securities (other than the Preferred Stock) exercisable for, or
convertible into or exchangeable for any shares of capital stock is set
forth on Schedule 4.1(a).

                  (b) Except as set forth on Schedule 4.1(b), as of the
date of this Agreement, (i) there are no outstanding options, warrants,
scrip, dividends, rights to subscribe to, calls or commitments of any
character whatsoever to which the Company is a party relating to, or
securities or rights convertible into or exercisable or exchangeable for,
any shares of capital stock of the Company, or arrangements by which the
Company is or may become bound to issue additional shares of capital stock,
(ii) there are no agreements or arrangements under which the Company is
obligated to register the sale of any of its securities under the
Securities Act of 1933, as amended (the "Securities Act")(except as
provided hereunder), and (iii) the Company has no obligation (contingent or
otherwise) to purchase, redeem or otherwise acquire any of its equity
securities or any interests therein or to pay any dividend or make any
distribution in respect thereof. Except as set forth on Schedule 4.1(b),
there are no securities or instruments containing antidilution or similar
provisions that will be triggered by the issuance of the shares of
Preferred Stock in accordance with the terms of this Agreement or any of
the other Transaction Documents. Except as set forth on Schedule 4.1(b) and
other than this Agreement, the Company is not a party to, and has no
knowledge of the existence of, any voting trust or other voting agreement
with respect to any of the securities of the Company or to any agreement
relating to the issuance, sale, redemption, transfer or other disposition
of the capital stock of the Company. To the best of the Company's
knowledge, no stockholder of the Company has any agreement obligating such
stockholder to transfer shares of the Company.

                  (c) The Company has furnished or made available to the
Purchaser true and correct copies of the Company's and each Subsidiary's
articles or certificate of incorporation or other governing document (the
"Certificate of Incorporation") as in effect on the date hereof, and the
Company's and each Subsidiary's bylaws or other governing document (the
"Bylaws") as in effect on the date hereof.

                  4.2      Issuance; Authorization.

                  (a) All of the issued and outstanding shares of capital
stock of the Company have been duly authorized and are validly issued,
fully paid and nonassessable. The issuance, sale and delivery of the shares
of Preferred Stock to be purchased hereunder have been duly authorized by
all requisite action of the Company, and when issued, sold and delivered in
accordance with this Agreement, such shares of Preferred Stock will be
validly issued and outstanding, fully paid and non-assessable with no
personal liability attaching to the ownership thereof and will not be
subject to any lien, claim, judgment, charge, mortgage, security interest,
pledge, other encumbrance or preemptive or any other similar right of the
shareholders of the Company or others (collectively, "Encumbrances").

                  (b) Except with respect to the Common Stock to be issued
upon conversion of Series A Preferred Stock that, in turn, would have been
issued upon the exchange of Series B Preferred Stock, the issuance, sale,
and delivery of the shares of Common Stock to be issued upon conversion of
the Preferred Stock in accordance with the terms of the Certificate of
Designations have been duly authorized by all requisite action of the
Company, and when issued upon conversion of the Preferred Stock in
accordance with the Certificate of Designations, the Conversion Shares will
be validly issued and outstanding, fully paid, and non-assessable with no
personal liability attaching to the ownership thereof and not subject to
any Encumbrance or preemptive or any other similar rights of the
shareholders of the Company or others.

                  (c) The Company has all requisite corporate power and has
taken all necessary corporate action required for the due authorization,
execution, delivery and performance by the Company of this Agreement, each
of the other Transaction Documents and the other documents and instruments
referred to herein and to consummate the transactions contemplated hereby
(including, without limitation, the issuance of the shares of Preferred
Stock (but excluding the issuance of any shares of Common Stock issuable
upon conversion of the Series A Preferred Stock that, in turn, would have
been issued upon exchange of Series B Preferred Stock)). The execution,
delivery and performance by the Company of this Agreement and each of the
other Transaction Documents and the consummation by the Company of the
transactions contemplated hereby and thereby, have been duly authorized by
all necessary corporate action on the part of the Company except for
Shareholder Approval. At the Closing, except for Shareholder Approval, the
Company will have taken all actions under its Certificate of Incorporation
and its Bylaws as may be necessary or advisable to provide the Purchaser
with the rights hereby contemplated.

                  (d) This Agreement and each of the other Transaction
Documents have been duly and validly executed and delivered by the Company
and constitute a valid and binding obligation of the Company, enforceable
against the Company in accordance with their respective terms except as
such enforcement may be limited by bankruptcy or similar laws affecting the
rights of creditors generally or by general equitable principles.

                  4.3 Organization. The Company (a) is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware, (b) is duly qualified or licensed to do business as a
foreign corporation and is in good standing in each jurisdiction where the
nature of the property owned or leased by it or the nature of the business
conducted by it makes such qualification or license necessary, except where
the failure to be so qualified or licensed would not reasonably be expected
to have a Material Adverse Effect, (c) has its principal place of business
and chief executive office at 106 West 14th Street, P.O. Box 419615, Kansas
City, Missouri and (d) has all corporate power and authority to own or
lease and operate its assets and carry on its business as presently being
conducted and to consummate the transactions contemplated by the
Transaction Documents.

                  4.4 Subsidiaries. (a) Schedule 4.4(a) lists the name of
each Subsidiary in which the Company has a direct or indirect equity
interest. All of the outstanding shares of capital stock or the ownership
interests of each Subsidiary are, except as set forth on Schedule 4.4(a),
owned directly or indirectly by the Company free and clear of any
Encumbrances. Each Subsidiary is (i) duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization; (ii)
duly qualified or licensed to do business as a foreign corporation and is
in good standing in each jurisdiction where the nature of the property
owned or leased by it or the nature of the business conducted by it makes
such qualification necessary, except where the failure to be so qualified
would not reasonably be expected to have a Material Adverse Effect and
(iii) has all requisite corporate power and authority to own or lease and
operate its assets and carry on its business as presently being conducted.

                  (b) Except as provided on Schedule 4.4(b), there are (i)
no outstanding securities convertible into, exchangeable for or carrying
the right to acquire any class of securities of the Subsidiaries (whether
from the Company, the Subsidiaries or otherwise), or subscriptions,
warrants, options, rights or other arrangements or commitments of any kind
that relate to or require the issuance, sale or other disposition or
transfer of any of the Subsidiaries' respective equity securities (whether
or not presently issued) or any interest therein, (ii) no arrangements by
which the Company or any Subsidiary is or may become bound to issue
additional shares of capital stock of any Subsidiary, nor are any such
issuances or arrangements contemplated, and (iii) no obligations
(contingent or otherwise) of any Subsidiary to purchase, redeem or
otherwise acquire any of its equity securities or any interests therein or
to pay any dividend or make any distribution in respect thereof. There are
no outstanding options, warrants or other rights to acquire shares of any
Subsidiary's stock.

                  4.5 Absence of Certain Changes. Except as set forth on
Schedule 4.5 or as disclosed in the Company SEC Documents, since March 30,
2000, neither the Company nor any of the Subsidiaries has suffered any
change or development in its assets, business, operations, condition
(financial or otherwise), or results of operations (but not prospects)
which has had a Material Adverse Effect. Except as set forth on Schedule
4.5 or as disclosed in the Company SEC Documents, since March 30, 2000, the
Company and the Subsidiaries have conducted their business in the ordinary
and usual course consistent with past practices and have not (a) sold,
leased, mortgaged, pledged, transferred or otherwise disposed of any
material assets (other than dispositions in the ordinary course of business
consistent with past practices), (b) terminated or amended in any material
respect any Material Contract or Real Property Lease (or any series of
related contracts or series of related leases that are, in either such
case, in the aggregate, material) to which the Company or the Subsidiaries
is a party or to which it is bound or to which its properties are subject,
(c) made any change in the accounting methods or practices it follows,
whether for general financial or tax purposes, (d) incurred, created or
suffered to exist any Encumbrances (other than Permitted Encumbrances) on
its assets, (e) increased the compensation payable or to become payable to
any of its Executive Officers or increased any bonus, severance, accrued
vacation, insurance, pension or other employee benefit plan, payment or
arrangement made by the Company or any of the Subsidiaries for or with any
such Executive Officers, in each case outside of the ordinary course of
business, (f) suffered any labor dispute, strike, or other work stoppage
with respect to their respective employees, (g) except as may be provided
in the Real Property Leases, made or obligated itself to make (in one
transaction or in a series of related transactions) any capital
expenditures, capital additions or betterments in excess of $5 million
outside the ordinary course of business, (h) except as may be provided in
the Real Property Leases, entered into any contract or other agreement (or
series of related contracts or agreements) requiring the Company or a
Subsidiary to make payments in excess of $5 million other than in the
ordinary course of business, (i) declared, set a record date, set aside,
authorized the payment of, or paid any dividends or other distribution,
whether in cash or property, on account of, or repurchased any of the
outstanding shares of capital stock or other securities of, or other
ownership interest in, the Company, (j) suffered or experienced any change
in the relationship or course of dealings between the Company and any of
its suppliers which supply goods or services to the Company which has had a
Material Adverse Effect on the Company, (k) paid to, or received any
payment from, or made or received any investment in, or entered into any
transaction or series of transactions (including without limitation, the
purchase, sale, exchange or lease of assets, property or services, or the
making of a loan or guarantee) with any Affiliate in excess of $5 million
(other than transactions involving Entertainment Properties Trust, a real
estate investment trust), or (l) entered into any agreement or commitment
(contingent or otherwise) to do any of the foregoing.

                  4.6      Assets and Property.

                  (a) Except as set forth on Schedule 4.6(a), the Company
and each Subsidiary has good, legal and marketable title to all of the
personal property and non-real property assets owned by it, in each case
free and clear of all Encumbrances except Permitted Encumbrances. With
respect to the personal property and non-real property assets that the
Company and its Subsidiaries leases, the Company and its Subsidiaries are
in compliance with all material provisions of such leases and the Company
and its Subsidiaries hold a valid leasehold interest free and clear of any
Encumbrances except for Permitted Encumbrances. All material non-real
property facilities, machinery, equipment, fixtures, vehicles and other
assets owned, leased or used by the Company and its Subsidiaries are in
good operating condition and repair, are reasonably fit and usable for the
purposes for which they are being used, are adequate and sufficient for the
Company's business and conform in all respects with all applicable laws
except as would not reasonably be expected to have a Material Adverse
Effect.

                  (b) Except as set forth on Schedule 4.6(b), neither the
Company nor any Subsidiary owns any real property.

                  (c) The Company has delivered or otherwise made available
to the Purchasers true, correct and complete copies of all material Real
Property Leases (together with all amendments, modifications, supplements
or side letters affecting the obligations of any party thereunder)
affecting all material real property and interests in real property leased
by the Company and its Subsidiaries (each a "Real Property Lease," and
collectively, the "Real Property Leases") as lessee or lessor. Schedule
4.6(c) sets forth a complete list of all Real Property Leases. The
information contained in the Real Property Lease Recap Book delivered to
the Purchasers by the Company on April 13, 2001 is true, correct and
complete in all material respects. Except as set forth on Schedule 4.6(c),
the Company and its Subsidiaries have good, legal and marketable title to
the leasehold estates in all Real Property Leases in each case free and
clear of all Encumbrances (except for Permitted Encumbrances). The Company
has no reason to believe that such title would not be insurable subject to
customary exceptions.

                  (d) To the knowledge of the Company, each of the Real
Property Leases is valid and enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, receivership,
moratorium, fraudulent transfer and other laws of general application
relating to and affecting the enforceability of creditors' rights and
remedies generally and subject, as to enforceability, to general principles
of equity (regardless of whether enforcement is sought in a proceeding at
law or in equity), and, except as set forth on Schedule 4.6(d), there is no
material default under any Real Property Lease by the Company and its
Subsidiaries or, to the knowledge of the Company, by any other party
thereto, and, to the knowledge of the Company, no event has occurred that
with the lapse of time or the giving of notice or both would constitute a
material default by the Company or its Subsidiaries thereunder.

                  (e) To the Company's knowledge, no previous or current
party to any Real Property Lease has given notice of or made a claim with
respect to any material breach or material default by the Company or any
Subsidiary thereunder. With respect to those Real Property Leases that were
assigned or subleased to the Company or its Subsidiaries by a third party,
all necessary consents to such assignments or subleases have been obtained
except as would not reasonably be expected to have a Material Adverse
Effect.
                  4.7 Company SEC Documents. Since March 31, 1997, the
Company has timely filed all reports, schedules, forms, statements and
other documents required to be filed by it with the SEC pursuant to the
reporting requirements of the Exchange Act (all of the foregoing filed
prior to the date hereof and after March 31, 1997, and all exhibits
included therein and financial statements and schedules thereto and
documents incorporated by reference therein, being hereinafter referred to
herein as the "Company SEC Documents"). As of their respective dates or as
heretofore amended, the Company SEC Documents complied in all material
respects with the requirements of the Exchange Act or the Securities Act,
as the case may be, and the rules and regulations of the SEC promulgated
thereunder applicable to the Company SEC Documents, and none of the Company
SEC Documents, at the time they were filed with the SEC, contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. None of the written information supplied by the Company
specifically for inclusion or incorporation by reference in any documents
to be filed jointly by the Company and the Purchasers with the SEC or any
Governmental Entity in connection with the transactions contemplated hereby
(including in connection with the Company's solicitation of shareholder
approval of an amendment to the Company's Certificate of Incorporation
increasing the number of authorized shares of the Common Stock) will, on
the date of its filing and on the date any such materials are mailed to
stockholders, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which
they are made, not misleading.

                  4.8 Financial Statements. The audited consolidated
financial statements and unaudited consolidated interim financial
statements of the Company included in the Company's Annual Report on Form
10-K for the fiscal year ended March 30, 2000 (the "Company 10-K") and its
Quarterly Report on Form 10-Q for the fiscal quarters ended June 29, 2000,
September 28, 2000 and December 28, 2000 (the "Company 10-Q") have been
prepared in accordance with GAAP and the published rules and regulations of
the SEC applicable thereto (except, in the case of unaudited statements, as
permitted by Form 10-Q of the SEC) applied on a consistent basis during the
periods involved (except as may be indicated in the notes thereto) and
fairly present the consolidated financial position of the Company and its
consolidated Subsidiaries as of the dates thereof and their consolidated
results of operations and cash flows for the periods then ended (subject to
normal year-end adjustments in the case of the unaudited interim financial
statements). For the purposes of this Agreement, "Company Balance Sheet"
means the consolidated balance sheet of the Company as of December 28, 2000
set forth in the Company 10-Q and "Company Balance Sheet Date" means
December 28, 2000.

                  4.9 No Undisclosed Liabilities. Neither the Company nor
any of its Subsidiaries has any liabilities (whether accrued, absolute,
contingent or otherwise, and whether due or to become due or asserted or
unasserted) not quantified on the face of the Company Balance Sheet (other
than the notes thereto) which are of the type required to be reflected as
liabilities on a balance sheet, except liabilities incurred since the date
of the Company Balance Sheet in the ordinary course of business consistent
with past practice which are not material and liabilities which
individually, or in the aggregate, would not reasonably be expected to have
a Material Adverse Effect.

                  4.10 Litigation. Except as disclosed in the Company SEC
Documents or listed on Schedule 4.10, there is no claim, action,
proceeding, lawsuit, inquiry, arbitration or investigation before or by any
court, governmental agency, public board, self-regulatory organization or
body, pending or, to the knowledge of the Company or any Subsidiary,
threatened against or affecting (a) the Company, any Subsidiary, or their
respective directors or officers in their capacities as such, (b) the
Company's or any Subsidiary's properties or assets or (c) the validity of
this Agreement or any of the other Transaction Documents or any action
taken or to be taken by the Company in connection with such agreements or
the consummation of the transactions contemplated hereby or thereby which
if decided adversely to the Company or such person would reasonably be
expected to have a Material Adverse Effect. Except as listed on Schedule
4.10, neither the Company nor any Subsidiary is subject to any outstanding
order, ruling, judgment or decree that would reasonably be expected to have
a Material Adverse Effect.

                  4.11 Compliance with Laws; Permits. Except as set forth
on Schedule 4.11, the Company and each Subsidiary has complied, in all
respects, with all laws, rules, regulations and orders applicable to its
business, operations, properties, assets, products and services, except
where the failure to do so would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Except as set
forth in Schedule 4.11, the Company and each Subsidiary has all necessary
permits, licenses and other authorizations required to conduct its business
as conducted and as proposed to be conducted and the Company and each
Subsidiary has been operating its business pursuant to and in compliance
with the terms of all such permits, licenses and other authorizations
except where the failure to do so would not reasonably be expected to have
a Material Adverse Effect. Except as disclosed in the Company SEC Documents
or on Schedule 4.11, neither the Company nor any Subsidiary has received
notification from any Governmental Entity (a) asserting a violation of any
law applicable to the conduct of its business, (b) threatening to revoke
any license, franchise, permit or government authorization, or (c)
restricting or in any way limiting its operations as currently conducted or
proposed to be conducted, in each case which has not heretofore been
remedied or resolved or which would not reasonably be expected to have a
Material Adverse Effect.

                  4.12 Taxes. Except as set forth on Schedule 4.12, the
Company and each Subsidiary has filed, or caused to be filed, all federal
and all material state, local and foreign income Tax Returns required to be
filed with respect to the Company and each Subsidiary in a timely manner
(taking into account all extensions of due dates) and all such material Tax
Returns were true, correct and complete in all material respects. The
Company and each Subsidiary has paid all material Taxes and other
governmental assessments and charges, shown or determined to be due on such
Tax Returns, except those not yet due and payable or those being contested
in good faith and for which adequate reserves have been made, and has set
aside on its books provisions reasonably adequate for the payment of all
Taxes for periods subsequent to the periods to which such Tax Returns
apply. Except as set forth on Schedule 4.5(d), there are no material unpaid
Taxes claimed to be due by the taxing authority of any jurisdiction, and
the officers of the Company know of no basis for any such claim which could
reasonably be expected to have a Material Adverse Effect. Neither the
Company or any Subsidiary has executed a waiver with respect to any statute
of limitations relating to the assessment or collection of any material
federal, state or local Tax. Except as set forth on Schedule 4.12, none of
the Company or any Subsidiary (a) has been a member of an Affiliated Group
filing a consolidated federal income Tax Return (other than a group the
common parent of which is the Company) or (b) has any liability for the
Taxes of any Person (other than the Company and each Subsidiary) under
Treasury Regulation Section 1.1502-6 (or any similar provision of state,
local or foreign law), as transferee or successor, by contract or
otherwise. Except as provided on Schedule 4.12, none of the Company or any
Subsidiary is a party to any Tax allocation or sharing agreement. The net
operating losses and built-in losses of the Company and each Subsidiary are
not, prior to the sale and purchase of the Preferred Stock pursuant to this
Agreement, subject to limitation pursuant to Section 382 of the Code (or
any similar provision of federal, state, local or foreign law).

                  4.13 Consents. Except as set forth on Schedule 4.13,
neither the execution, delivery or performance of this Agreement or any of
the other Transaction Documents by the Company, nor the consummation by it
of the obligations and transactions contemplated hereby or thereby
(including, without limitation, the issuance, the reservation for issuance
and the delivery of the shares of Preferred Stock) requires any consent of,
authorization by, exemption from, filing with or notice to any Governmental
Entity or any other Person, other than (i) the approvals or filings
required under the Exchange Act or under relevant state blue sky laws, (ii)
approval for listing on the American Stock Exchange of the shares of Common
Stock issuable upon conversion of the Preferred Stock and (iii) Shareholder
Approval.

                  4.14 No Conflicts. The execution, delivery and
performance of this Agreement and each of the other Transaction Documents,
the execution and filing of the Certificate of Designations and the
consummation of the transactions contemplated hereby and thereby
(including, without limitation, the issuance and reservation for issuance,
as applicable, of the Preferred Stock and the Conversion Shares) will not
(a) except for the requirement for Shareholder Approval, result in a
violation of the Certificate of Incorporation or Bylaws of the Company or
any Subsidiary, (b) conflict with or result in the breach of the terms,
conditions or provisions of or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give rise
to any right of termination, acceleration or cancellation under, any
material agreement, lease, mortgage, license, indenture, instrument or
other contract to which the Company or any Subsidiary is a party (or any
series of related agreements, leases, mortgages, licenses, indentures,
instruments or other contracts that are, in the aggregate, material), (c)
result in a violation of any law, rule, regulation, order, judgment or
decree (including, without limitation, U.S. federal and state securities
laws and regulations) applicable to the Company or any Subsidiary or by
which any property or asset of the Company or any Subsidiary is bound or
affected, or (d) result in the creation of any Encumbrance upon any of
their assets except for such conflicts or violations referred to in clause
(c) or such Encumbrances that would not reasonably be expected to have a
Material Adverse Effect. Neither the Company nor any Subsidiary is in
violation of its respective Certificate of Incorporation, Bylaws or other
organizational documents, and neither the Company nor any Subsidiary is in
default (and no event has occurred which, with notice or lapse of time or
both, would cause the Company or any Subsidiary to be in default) under,
nor has there occurred any event giving others (with notice or lapse of
time or both) any rights of termination, amendment, acceleration or
cancellation of, any material agreement, indenture or instrument to which
the Company or any Subsidiary is a party except for such violations,
defaults, terminations, accelerations or cancellations as would not
reasonably be expected to have a Material Adverse Effect.

                  4.15 Intellectual Property. The Company and each of its
Subsidiaries owns or possesses rights to use all franchises, licenses,
copyrights, copyright applications, patents, patent rights or licenses,
patent applications, trademarks, trademark rights, trade names, trade name
rights, copyrights and rights with respect to the foregoing which are
required to conduct its business as currently conducted. To the knowledge
of the Company, no event has occurred which permits, or after notice or
lapse of time or both would permit, the revocation or termination of any
such rights, and neither the Company nor any Subsidiary thereof is liable
to any Person for infringement under applicable law with respect to any
such rights as a result of its business operations, except for such
infringements as would not reasonably be expected to have a Material
Adverse Effect.

                  4.16 Foreign Corrupt Practices Act. Neither the Company,
any Subsidiary, nor any director, officer, Agent, employee or other Person
acting on behalf of the Company or any Subsidiary has, in the course of
his, her or its actions for, or on behalf of, the Company or any Subsidiary
violated any provision of the U.S. Foreign Corrupt Practices Act of 1977,
as amended, or the regulations thereunder.

                  4.17 Material Contracts. Except as set forth in Schedule
4.17, each Material Contract of the Company is the legal, valid and binding
obligation of the Company or its Subsidiary, enforceable against the
Company or such Subsidiary in accordance with its terms, except to the
extent that enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance or other similar laws affecting creditors' rights
generally or by general equitable principles, regardless of whether
enforcement is sought in a proceeding at law or in equity. Except as set
forth on Schedule 4.17, there has not occurred any breach, violation or
default or any event that, with the lapse of time, the giving of notice or
the election of any Person, or any combination thereof, would constitute a
breach, violation or default by the Company or a Subsidiary under any such
Material Contract or, to the knowledge of the Company, by any other Person
to any such contract, in any such case as would reasonably be expected to
have a Material Adverse Effect. Neither the Company nor any Subsidiary has
been notified that any party to any Material Contract intends to cancel,
terminate, not renew or exercise an option under any Material Contract,
whether in connection with the transactions contemplated hereby or
otherwise.

                  4.18 Right of First Refusal; Stockholders' Agreement;
Voting and Registration Rights. Except as set forth on Schedule 4.18, the
Company is not a party to any agreement containing any right of first
refusal, right of first offer, right of co-sale, preemptive right or other
similar right regarding the Company's securities. There are no provisions
of the Certificate of Incorporation or the Bylaws, and, except for this
Agreement and the other Transaction Documents, there are no agreements to
which the Company is a party by which the Company or any Subsidiary is
bound which (a) may affect or restrict the voting rights of any Purchaser
with respect to the Preferred Stock in its capacity as a stockholder of the
Company, (b) restrict the ability of any Purchaser, or any successor
thereto or assignee or transferee thereof, to transfer the Preferred Stock,
and (c) would adversely affect the Company's or a Purchaser's right or
ability to consummate this Agreement and the transactions contemplated
hereby or thereby. Except as set forth in the Certificate of Incorporation
as it exists as of the date hereof and except as contemplated by the
Transaction Documents, the Company is not a party to any agreement which
would (i) require the vote of more than a majority of the Company's issued
and outstanding Common Stock, voting together as a single class, to take or
prevent any corporate action, other than those matters requiring a class
vote under Delaware law or (ii) entitle any party to nominate or elect any
director of the Company or require any of the Company's stockholders to
vote for any such nominee or other Person as a director of the Company.

                  4.19 Insurance. (a) Each insurance policy, including
directors' and officers' liability insurance, maintained by the Company is
valid, enforceable, in full force and effect, and is of such type and
amount of insurance, with respect to the Company's business and properties,
on both a per occurrence and an aggregate basis, as customarily carried by
Persons engaged in the same or similar business as the Company and its
Subsidiaries.

                  (b) There is no pending material claim under any of the
Company's policies and, to the knowledge of the Company, no event has
occurred, and no condition or circumstance exists, that might (with or
without notice or lapse of time) directly or indirectly give rise to or
serve as a basis for any such claim which would reasonably be expected to
have a Material Adverse Effect.

                  (c) Except as set forth on Schedule 4.19(c), the Company
has not received: (i) any written notice or communication regarding the
actual or possible cancellation or invalidation of any of such policies or
regarding any actual or possible adjustment in the amount of premiums
payable with respect to any of said policies; (ii) any written notice or
communication regarding any actual or possible refusal of coverage under,
or any actual or possible rejection of any claim under, any of such
policies; or (iii) any written indication that the issuer of any such
policies may be unwilling or unable to perform any of its obligations
thereunder, except in each case which would not reasonably be expected to
have a Material Adverse Effect.

                  4.20 Environmental Matters. Except as would not
reasonably be expected to have a Material Adverse Effect, there is no
environmental litigation or other environmental proceeding pending or, to
the knowledge of the Company, threatened by any governmental regulatory
authority or others with respect to the current or any former business of
the Company or any Subsidiary or of any partnership or joint venture
currently or at any time affiliated with the Company or any Subsidiary. To
the knowledge of the Company, no state of facts exists as to environmental
matters or Hazardous Substances that involves the reasonable likelihood of
a material capital expenditure by the Company or any Subsidiary or that may
otherwise reasonably be expected to have a Material Adverse Effect. To the
knowledge of the Company, no Hazardous Substances have been treated, stored
or disposed of, or otherwise deposited, in or on the properties owned or
leased by the Company or any Subsidiary or by any partnership or joint
venture currently or at any time affiliated with the Company or any
Subsidiary in violation of any applicable Environmental Laws.

                  4.21 Employee Relations. (a) The Company and its
Subsidiaries have entered into individualized written employment agreements
with the executive officers (as such term is defined for purposes of Item
401 of Regulation S-K under the Securities Act) of the Company and its
Subsidiaries listed on Schedule 4.21(a) (the "Executive Officers"), true
and complete copies of which have been delivered to the Apollo Purchasers.
To the knowledge of the Company, no Executive Officer of the Company or any
Subsidiary is in violation of any material term of any employment contract
or any other contract or agreement relating to the relationship of any such
Executive Officer with the Company or any Subsidiary. The Company and each
Subsidiary has operated and administered all plans, programs and
arrangements providing compensation and benefits to employees in accordance
with their terms and with all applicable laws except as would not
reasonably be expected to have a Material Adverse Effect. To the Company's
knowledge, no Executive Officer has any plans to terminate his or her
employment with the Company or any Subsidiary, nor does the Company or any
Subsidiary have any present intention to terminate the employment of any
Executive Officer.

                  (b) The Company and its Subsidiaries are not delinquent
in payments to any of their employees, for any wages, salaries,
commissions, bonuses or other direct compensation for any services
performed through the date hereof or amounts required to be reimbursed to
them to the date hereof except as would not reasonably be expected to have
a Material Adverse Effect. The Company and it Subsidiaries are in
compliance with all applicable federal, state and local laws, rules and
regulations respecting employment, employment practices, labor, terms and
conditions of employment and wages and hours, except as would not
reasonably be expected to have a Material Adverse Effect. Except as
provided on Schedule 4.21(b), neither the Company nor any Subsidiary is
bound by or subject to (and none of its assets or properties is bound by or
subject to) any written or oral commitment or arrangement with any labor
union, and, to the knowledge of the Company, no labor union has requested
or has sought to represent any of the employees, representatives or Agents
of the Company or any Subsidiary. There is no labor strike, dispute,
slowdown or stoppage actually pending or, to the knowledge of the Company,
threatened against or involving the employees of the Company or of any
Subsidiary.

                  (c) All material (which shall include all "Material
Contracts" involving the types of plans, contracts and arrangements set
forth in this Section 4.21(c)) bonus, deferred compensation, pension,
retirement, profit-sharing, thrift, savings, employee stock ownership,
stock bonus, stock purchase, restricted stock and stock option plans,
employment or severance contracts, health and medical insurance plans, life
insurance and disability insurance plans, other material employee benefit
plans, contracts or arrangements which cover employees or former employees
of the Company or the Subsidiaries including, but not limited to, "employee
benefit plans" within the meaning of Section 3(3) of ERISA (the "Employee
Benefit Plans"), are listed on Schedule 4.21(c). Except as set forth on
Schedule 4.21(c), no Employee Benefit Plan is or was collectively bargained
for or has terms requiring assumption or any guarantee by the Purchaser.

                  (d) There have been no violations of ERISA or the Code
relating to any Employee Benefit Plan that could reasonably be expected to
have a Material Adverse Effect. All Employee Benefit Plans, to the extent
subject to ERISA, are in substantial compliance with their terms and ERISA,
the Code, and all other applicable law except where the failure to be in
compliance would not reasonably be expected to have a Material Adverse
Effect. The Company has timely filed all required documents, notes and
reports (including IRS Form 5500) for each such Employee Benefit Plan with
all applicable Governmental Authorities and has timely furnished all
required documents to the participants or beneficiaries of each such
Employee Benefit Plan except where the failure to file or furnish such
reports or documents would not reasonably be expected to have a Material
Adverse Effect. The Company and the subsidiaries have not incurred and do
not expect to incur any withdrawal liability with respect to a
multiemployer plan under Subtitle E of Title IV of ERISA in an amount which
could reasonably be expected to have a Material Adverse Effect. Neither any
Employee Benefit Plan nor any single-employer plan of any entity which is
considered one employer with the Company under Section 4001 of ERISA or
Section 414 of the Code (an "ERISA Affiliate") has an "accumulated funding
deficiency" (whether or not waived) within the meaning of Section 412 of
the Code or Section 302 of ERISA and no ERISA Affiliate has an outstanding
funding waiver. Neither the Company nor any of its subsidiaries has
provided, or, to the knowledge of the Company, is required to provide,
security to any Employee Benefit Plan or to any single-employer plan of an
ERISA Affiliate pursuant to Section 401(a)(29) of the Code. All
contributions required to be made under the terms of any Employee Benefit
Plan have been timely made or have been reflected on the audited financial
statements of the Company, except where the failure to make such
contributions would not reasonably be expected to have a Material Adverse
Effect.

                  4.22 Related Party Transactions. Except as set forth in
Schedule 4.22 or in the Company's proxy statement relating to its 2000
Annual Meeting, no director, officer or Affiliate of the Company or any of
the Subsidiaries (including, without limitation, spouses, children and
relatives of any of the foregoing) is a party to any material transaction,
arrangement or agreement with the Company or any Subsidiary (other than
transactions, arrangements or agreements between or among the Company and
any of its Subsidiaries) providing for the furnishing of services by or to
or sale or rental of real or personal property from or to, or otherwise
requiring payments to or by any such Person.

                  4.23 Investment Company Act. Neither the Company nor any
of its Subsidiaries is an "investment company" or is directly or indirectly
controlled by or acting on behalf of, any Person that is an "investment
company" within the meaning of the Investment Company Act of 1940, as
amended.
                  4.24 Books and Records. The books of account, ledgers,
order books, records and documents of the Company and each Subsidiary
accurately and completely reflect all material information relating to the
business of the Company and each Subsidiary, the location and collection of
its assets, and the nature of all transactions giving rise to the
obligations or accounts receivable of the Company and each Subsidiary.

                  4.25 Disclosure. No event or circumstance has
occurred or exists with respect to the Company or any Subsidiary or their
respective businesses, properties, operations or financial conditions,
which has not been publicly disclosed or which has not been disclosed to
the Purchaser but, under applicable law, rule or regulation, would be
required to be disclosed by the Company in a registration statement filed
on the date hereof by the Company under the Securities Act with respect to
an issuance of the Company's securities.

                  4.26 Change of Control. Without giving effect to (x) any
dividends that may be paid or become payable on the Preferred Stock
pursuant to Section 2(b)(5) of the Certificate of Designations, (y) any
sale, transfer, pledge, conveyance or conversion of the Class B Shares by
the record holder thereof after the date of this Agreement or (z) any
acquisition by the Apollo Purchasers of any shares of Common Stock or Class
B Stock after the date hereof (other than those shares of Common Stock
received upon conversion of the Preferred Stock), no Change of Control (as
such term is defined in the indentures governing the Company's Existing
High Yield Indebtedness or as defined in any employment agreements between
the Company and any Executive Officer) will occur upon the following: (i)
the purchase of the Preferred Stock at Closing or (ii) the payment of
Additional Series A Securities or Additional Series B Securities (other
than shares paid as dividends as set forth in clause (x) above) in
accordance with the terms set forth in the Certificate of Designations
(giving effect to Section 2(a)(4) thereof).

                  5.       Conditions of Parties' Obligations.

                  5.1 Conditions of the Purchaser's Obligations. The
obligations of each Purchaser under Section 1 hereof are subject to the
fulfillment prior to or on the Closing Date of all of the following
conditions, any of which may be waived in whole or in part by the
Purchasers.

                  (a) Representations and Warranties Correct. The
representations and warranties of the Company under this Agreement shall be
true, complete and correct in all material respects (except with respect to
any provisions including the word "material" or words of similar import and
the representation and warranty set forth in Section 4.8 with respect to
which such representations and warranties must be true, complete and
correct) on and as of the date hereof and on the Closing Date with the same
force and effect as if they had been made on the Closing Date.

                  (b) Compliance with Agreement. The Company shall have
performed and complied with all agreements and conditions required by this
Agreement to be performed or complied with by it on or before the Closing
Date.

                  (c) No Material Adverse Effect. No condition or event
shall have occurred that has had, or could reasonably be expected to have,
a Material Adverse Effect.

                  (d) Supporting Documents and Certificate of Officers. The
Company shall have delivered to the Purchaser the supporting documents and
certificates set forth on Annex 5.1(d) hereto.

                  (e) Opinion of the Company's Counsel. The Apollo
Purchasers shall have received from Skadden, Arps, Slate, Meagher & Flom
LLP and Lathrop & Gage L.C., counsel for the Company, favorable opinions
dated the Closing Date substantially in the form of Annex 5.1(e) hereto.

                  (f) Certificate of Designations. The Certificate of
Designations substantially in the form of Annex 5.1(f) hereto (the
"Certificate of Designations") shall have been duly adopted and executed
and filed with the Secretary of State of the State of Delaware, the Company
shall not have adopted or filed any other document designating terms,
relative rights or preferences of the Preferred Stock, the Certificate of
Designations shall be in full force and effect as of the Closing under the
laws of Delaware and shall not have been amended or modified, and a copy of
the Certificate of Designations certified by the Secretary of State of the
State of Delaware shall have been delivered to counsel for the Purchasers.

                  (g) Composition of Board of Directors. On the Closing
Date, the Company's Board of Directors shall be expanded to eight persons
comprising those five persons elected to the Board of Directors at the
Company's 2000 Annual Meeting and the three designees of the Apollo
Purchasers. Specifically, AIF IV shall have the right to elect one member
to Board of Directors, AIF V shall have the right to elect one member to
the Board of Directors and the Apollo Purchasers, collectively, shall have
the right to elect the third member to the Board of Directors. If for any
reason, any director appointed by any of AIF IV, AIF V or the Apollo
Purchasers ceases to be a director before the expiration of his or her
term, and the Apollo Purchasers have Preferred Stock Approval Rights at
such time, the Apollo Purchaser who elected such director shall have the
right to appoint a director to fill such vacancy. In addition, to the
extent AIF IV or AIF V, as the case may be, is no longer a holder of any
shares of Preferred Stock and the Apollo Purchasers have Preferred Stock
Approval Rights at such time, the right of AIF IV or AIF V, as the case may
be, to elect a member to the Board of Directors shall be deemed transferred
to AIF V or AIF IV, as the case may be. To the extent neither AIF IV nor
AIF V is a holder of any shares of Preferred Stock and the Apollo
Purchasers have Preferred Stock Approval Rights at such time, the Apollo
Purchasers, collectively, shall have the right to elect the two members of
the Board of Directors previously elected by AIF IV and AIF V.

                  (h) Transaction Documents and Company Agreements. The
Company shall have executed and delivered each of the Transaction
Documents, each substantially in the form of Annex 5.1(h) hereto.

                  (i) Board Resolution and Bylaw Amendment. The Board of
Directors shall have adopted (i) resolutions of the Board of Directors,
substantially in the form attached hereto as Annex 5.1(i)(1), which
resolutions shall include, among other items, the establishment of a
Nominating Committee and matters relating to Capital Expenditures,
amendments to the Senior Facility and certain employment arrangements for
Executive Officers (the "Board Resolutions") and (ii) the Bylaw Amendments
in the form attached hereto as Annex 5.1(i)(2).

                  5.2 Conditions of Company's Obligations. The Company's
obligations under Section 1 hereof are subject to the fulfillment prior to
or on the Closing Date of the following conditions, any of which may be
waived in whole or in part by the Company.

                  (a) Representations and Warranties Correct. The
representations and warranties of the Purchaser under this Agreement shall
in all material respects be true, correct and complete (except with respect
to any provisions including the word "material" or words of similar import,
which such representations must be true, complete and correct) on and as of
the date hereof and on the Closing Date with the same force and effect as
if they had been made on the Closing Date.

                  (b) Compliance with Agreement. The Purchaser shall have
performed and complied with all agreements and conditions required by this
Agreement to be performed or complied with by it on or before the Closing
Date.

                  (c) Payment of Purchase Price. The Company shall have
received from the Purchasers the Purchase Price as set forth on Schedule 1
hereto.

                  (d) Standstill Agreement. The Apollo Purchasers shall
have executed and delivered the Standstill Agreement, substantially in the
form of Annex 5.1(h) hereto.

                  5.3 Conditions of Each Party's Obligations. The
respective obligations of each party to consummate the transactions
contemplated hereunder are subject to the fulfillment prior to or on the
Closing Date of the following conditions:

                  (a) No Injunction. No Governmental Entity or any other
Person shall have issued an order which shall then be in effect restraining
or prohibiting the completion of the transactions contemplated hereby or by
the other Transaction Documents, nor shall any such order be threatened or
pending.

                  (b) Absence of Litigation. The Purchasers and the Company
shall be satisfied as to the absence of litigation which could result in
the award of significant damages or which seeks to enjoin or void any
material aspect of the transactions contemplated by this Agreement or by
the Transaction Documents.

                  (c) Approvals. The Company shall have obtained any and
all consents, waivers, approvals or authorizations, with or by any
Governmental Entity and all material consents, waivers, approvals or
authorizations of any other Person required for the valid execution of the
Transaction Documents and the consummation of the transactions contemplated
hereby, including the consent of the Company's Senior Lenders, except for
such consents, waivers approvals or authorizations the failure of which to
obtain would not reasonably be expected to have a Material Adverse Effect.

                  6. Covenants. The Company agrees that until the earlier
of (x) the Closing Date or (y) the termination of this Agreement pursuant
to Section 12.3 (provided, however, that the obligations of the Company
pursuant to the provisions of Sections 6.3 and 6.5 shall survive the
Closing for so long as the Apollo Purchasers possess Preferred Stock
Approval Rights and the obligations of the Company pursuant to the
provisions of Sections 6.6, 6.8, and 6.9 shall survive the Closing until
the redemption of all of the outstanding shares of Preferred Stock or
conversion of all of the outstanding shares of Preferred Stock ultimately
into Common Stock), the Company (and each of its Subsidiaries unless the
context otherwise requires) will do the following:

                  6.1 Maintain Corporate Rights and Facilities. Maintain
and preserve its corporate existence and all rights, franchises, licenses,
trademarks, service marks, trade names, copyrights and other authority, in
each case to the extent reasonably deemed adequate by the Company for the
conduct of its business. Maintain its properties, equipment and facilities
in good order and repair; and conduct its business in an orderly manner
without voluntary interruption except where failure to do so would not
reasonably be expected to have a Material Adverse Effect.

                  6.2 Maintain Insurance. Maintain in full force and effect
a policy or policies of insurance issued by insurers of recognized
responsibility, insuring it and its properties and business against such
losses and risks, and in such types and amounts of insurance, with respect
to the Company's business and properties, on both a per occurrence and an
aggregate basis, as are customarily carried by Persons engaged in the same
or similar business as the Company and its Subsidiaries.

                  6.3      Information Rights.

                  (a)      Access to Records.

                  The Company shall, and shall cause each Subsidiary to,
afford to the Apollo Purchasers and their respective Affiliates, officers,
employees, advisors, counsel and other authorized representatives
(collectively with the Affiliates of the Apollo Purchasers, the
"Representatives"), during normal business hours, reasonable access, upon
reasonable advance notice, to all of the books, records and properties of
the Company and such Subsidiary and all officers and employees of the
Company and such Subsidiary. Subject to compliance with customary
confidentiality obligations, each Apollo Purchaser shall also be entitled
to receive copies of all confidential financial information and reports
prepared for the Company's lenders promptly upon furnishing such
information to such lenders. The Apollo Purchasers and their
Representatives shall maintain the confidentiality of any confidential and
proprietary information regarding the Company and its Subsidiaries;
provided, however, that the foregoing shall in no way limit or otherwise
restrict the ability of the Apollo Purchasers or any of their
Representatives to disclose any such information concerning the Company and
each Subsidiary which it may be required to disclose (i) to its partners or
limited partners to the extent required to satisfy its fiduciary
obligations to such Persons, provided that the recipients of such
information are informed of, and agree to be bound by, the confidentiality
provisions hereof, or (ii) otherwise pursuant to or as required by law.

                  (b)      Financial Reports.

                           The Company shall furnish each Purchaser,
promptly upon becoming available, copies of all financial
statements, reports, press releases, notices, proxy statements and other
documents sent by the Company or its Subsidiaries to its stockholders
generally or released to the public and copies of all regular and periodic
reports, if any, filed by the Company or its Subsidiaries with the SEC, any
securities exchange or the NASD to the extent such reports are not publicly
available via EDGAR.

                  6.4 Conduct of Business. Conduct its business in
accordance with all applicable provisions of federal, state, local and
foreign law, except for either (i) instances of noncompliance which would
not reasonably be expected to have a Material Adverse Effect or (ii)
instances of noncompliance which are or may be reasonably cured without the
incurrence by the Company or any Subsidiary of any material cost or
liability.

                  6.5 Indemnification of the Board of Directors. The
Company shall reimburse all directors of the Company for their reasonable
out-of-pocket expenses in connection with attending meetings of the
Company's Board of Directors and all committees thereof and all reasonable
out-of-pocket expenses otherwise incurred in fulfilling their duties as
directors. The Company's Bylaws or charter shall at all times require the
indemnification of all of the Company's directors against liability for
actions and omissions to act in their capacity as directors of the Company
to the maximum extent that such individuals may lawfully be so indemnified
by the Company. The Company shall maintain directors' and officers'
liability insurance in an amount equal to at least $25,000,000.00.

                  6.6 Reservation of Common Stock. The Company shall
reserve and keep available out of its authorized but unissued Common Stock
(that is not reserved for issuance under any stock or option plan or upon
conversion of Class B Stock) the number of shares required for issuance
upon the conversion of the Preferred Stock and otherwise complying with the
terms of this Agreement, it being understood that the Company will require
Shareholder Approval before it is able to reserve any shares of Common
Stock issuable upon conversion of the Series A Preferred Stock that, in
turn, would have been issued upon conversion of Series B Preferred Stock.
If at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of the Preferred Stock or
otherwise to comply with the terms of this Agreement, the Company will use
its reasonable best efforts to obtain Shareholder Approval in accordance
with Section 6.9 and shall take such other corporate action as may be
necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purposes. The Company
will use its best reasonable efforts to obtain any authorization, consent,
approval or other action by, and shall make any filing with any court or
administrative body that may be required under applicable state securities
laws in connection with the issuance of shares of Common Stock upon
conversion of the Preferred Stock.

                  6.7 Advice of Changes; Filings. The Company shall confer
with the Purchasers on a regular and frequent basis as reasonably requested
by the Purchasers, orally and, if requested by Purchaser, in writing, with
regard to any change that has had a Material Adverse Effect. The Company
shall promptly provide to the Purchasers (or their counsel) copies of all
filings made by the Company or any Affiliate with any Governmental Entity
in connection with this Agreement and the transactions contemplated hereby.

                  6.8 Tax Treatment of the Preferred Stock. The Company
agrees to treat the Series A Preferred Stock and the Series B Preferred
Stock as stock that participates in the corporate growth of the Company to
a significant extent within the meaning of Treasury Regulation
ss.1.305-5(a), and hence will not treat the Preferred Stock as "preferred
stock" for purposes of Section 305 of the Code and the Treasury Regulations
promulgated thereunder, unless required to treat it otherwise pursuant to a
"determination" within the meaning of Section 1313(a) of the Code. The
Apollo Purchasers shall be entitled to receive prompt notice of any Tax
assessment, deficiency, audit or judicial proceeding received by the
Company or of which the Company is aware that relates to the taxation of
the Preferred Stock. The Apollo Purchasers shall indemnify, and hold
harmless, the Company for any Taxes imposed on or incurred by the Company
as a result of any "determination" that the Preferred Stock is "preferred
stock" for purposes of Section 305 of the Code and Treasury Regulations
promulgated thereunder; provided that the Apollo Purchasers (i) have
received prompt notice from the Company of any tax assessment, deficiency,
audit or judicial proceeding received by the Company or of which the
Company is aware that relates to the taxation of the Preferred Stock, (ii)
are given the opportunity to participate, whether directly or indirectly,
through the Company or counsel to the Company, in all proceedings that
affect the taxation of Preferred Stock, and (iii) have consented to any
closing or other agreement with the IRS or final disposition of a claim for
refund by the IRS that affects the taxation of the Preferred Stock. In the
event the Preferred Stock is outstanding at the time of a "determination,"
the Company will use its reasonable best efforts to restructure such
Preferred Stock, with the advice and subject to the consent of the Apollo
Purchasers, so that the Preferred Stock will not be treated as "preferred
stock" for purposes of Section 305 of the Code and the Treasury Regulations
promulgated thereunder.

                  6.9 Solicitation of Shareholder Approval. The Company
shall solicit Shareholder Approval at its next regularly scheduled annual
meeting following the Closing Date (the "Initial Solicitation") which shall
take place no later than 270 days after the Closing Date. In addition,
until Shareholder Approval is obtained, the Company shall solicit such
Shareholder Approval whenever it solicits proxies subject to Section 14(a)
of the Exchange Act and until Shareholder Approval is obtained, any shares
of Common Stock that are authorized after the date hereof shall be reserved
for issuance (i) subject to Section 8 of this Agreement, upon the exercise
of options pursuant to any option plan and (ii) upon conversion of Series A
Preferred Stock to allow for exchange of the Series B Preferred Stock into
the Series A Preferred Stock (including the Series A Preferred Stock that
would be received upon a conversion of Series B Preferred Stock).

                  6.10 Board Resolution and Bylaw Amendment. The Board of
Directors shall have adopted (a) resolutions of the Board of Directors,
substantially in the form attached hereto as Annex 5.1(i)(1), which
resolutions shall include, among other items, the establishment of a
Nominating Committee and matters relating to capital expenditures,
amendments to the Company's Senior Facility and certain employment
arrangements for Executive Officers (the "Board Resolutions") and (b) the
Bylaw Amendments in the form attached hereto as Annex 5.1(i)(2).

                  6.11 Listing Obligation. The Company will take all
reasonable steps necessary, and pay all reasonable fees required, to list
all of the shares of Common Stock issuable upon any conversion of shares of
Series A Preferred Stock (including such additional shares as may be
issuable after Shareholder Approval or as dividends) on the American Stock
Exchange or such other stock exchanges or systems of automated
dissemination of quotations of securities prices in the United States on
which the Common Stock is then listed. Following the initial listing of
such shares, the Company shall use its reasonable best efforts to maintain
the listing of such shares for so long as the Company's Common Stock
continues to be listed on any such exchange where the Common Stock is
listed.

                  7.       Negative Covenants.

                  7.1 No Solicitation. On the date hereof, the Company
shall and shall cause each Subsidiary and its Subsidiaries' officers and
directors to, and each of the foregoing shall cause their respective
Agents, representatives, advisors or subsidiaries, to cease any discussions
or negotiations with any parties (other than the Purchaser) that may be
ongoing with respect to (A) any acquisition or purchase of a material
amount of assets of the Company and its Subsidiaries (other than properties
disclosed in writing to Apollo as possible candidates for disposition), (B)
the purchase of any equity securities of the Company or any Subsidiary
(including a self tender offer) or any securities that are convertible,
exchangeable or exercisable for any equity securities, (C) any merger,
consolidation, business combination, sale of substantially all assets,
recapitalization, liquidation, dissolution or similar transaction involving
the Company or any Subsidiary (other than a Permitted Acquisition), or (D)
any other transaction the consummation of which would, or could reasonably
be expected to, impede, interfere with, prevent or materially delay the
transactions contemplated by this Agreement or which would, or could
reasonably be expected to, materially dilute the benefits to the Purchaser
of the transactions contemplated hereby (each of the foregoing items set
forth in (A) through (D), an "Alternative Transaction"). From the date
hereof through the Closing Date, the Company shall not, shall cause each
Affiliate not to and shall not authorize or permit any of its or any such
Person's officers, directors or employees or any investment banker,
financial advisor, attorney, accountant or other representative
representing any such Person to, directly or indirectly, (i) solicit,
initiate or encourage (including by way of furnishing information), or take
any other action to facilitate, any inquiries or the making of any proposal
that may lead to an Alternative Transaction (it being understood that
public announcement of the execution of this Agreement, and disclosure of
the terms thereof, shall not in any way be deemed to be a solicitation in
violation of this clause (i)) or (ii) participate in any discussions or
negotiations with any third party regarding any proposed Alternative
Transaction unless the Company's Board of Directors determines in good
faith that failure to take such action would be a violation of its
fiduciary duties under applicable law. Notwithstanding anything else in
this Agreement to the contrary, if the Company's Board of Directors
determines in good faith the terms of any Alternative Transaction are more
favorable to the Company and its shareholders than the transactions
contemplated by this Agreement, the Company may terminate this Agreement.
In the event the Company or any of its Subsidiaries or Affiliates receives
an indication of interest or engages in any discussions or negotiations
with any parties (other than the Purchasers) with respect to any
Alternative Transaction, the Company shall promptly notify the Apollo
Purchasers of such occurrence within two business days.

                  8.       Protective Provisions.

                  8.1 Preferred Stock Approval Rights. In addition to any
other rights provided by applicable law, as long as the Apollo Purchasers
continue to beneficially own shares of Preferred Stock representing more
than 50% of the Preferred Stock issued pursuant to this Agreement, the
Company shall not, and shall not permit any Subsidiary to, without the
prior written consent of Apollo, acting at the direction of the Apollo
Purchasers:

                  (a) amend, alter or repeal, whether by merger,
consolidation, combination, reclassification or otherwise, the Certificate
of Incorporation or the Bylaws of the Company, or any provision thereof
(including the adoption of a new provision thereof);

                  (b) create, authorize or issue any class, series or
shares of preferred stock (other than Additional Securities issued pursuant
to section 2 of the Certificate of Designations) or any other class, series
or shares of capital stock (other than capital stock intended to be used in
the redemption of the Preferred Stock or to be authorized and issued
pursuant to the Shareholder Approval); or amend or alter the rights
provided in any class, series or shares of preferred stock or any other
class of capital stock;

                  (c) purchase, redeem, repurchase or otherwise acquire for
value (or pay into or set aside a sinking fund for such purpose) shares of
the Company's capital stock or of any Affiliate thereof (other than
Wholly-Owned Subsidiaries)(except for redemptions or repurchases of
Preferred Stock or Common Stock issued upon conversion of the Preferred
Stock) or any other options, warrants or other rights to acquire such
capital stock;

                  (d) pay any dividend or declare any distribution on any
shares of stock (subject to Section 8.1(b) above, excluding (i) dividends
paid to the Company by any of its Wholly-Owned Subsidiaries and (ii)
dividends or distributions payable in shares of its capital stock or in
options, warrants, or other rights to purchase such capital stock but
including dividends or distributions payable in shares of Redeemable
Capital Stock or options, warrants or other rights to purchase Redeemable
Capital Stock (other than dividends on Redeemable Capital Stock payable in
such Redeemable Capital Stock) held by any person other than the Company or
any of its Wholly-Owned Subsidiaries);

                  (e) redeem, prepay, defease or repurchase any
indebtedness of the Company (other than Permitted Debt Repayments);

                  (f) merge, consolidate or consummate a similar
transaction involving the Company (other than a merger, consolidation or
similar transaction between the Company and a direct or indirect
Wholly-Owned Subsidiary of the Company which transaction would not
adversely impact the rights of the Preferred Stock);

                  (g) incur any indebtedness (excluding any borrowings in
the ordinary course of business under the Company's Senior Facility), other
than debt that is used to redeem the Preferred Stock and other Permitted
Indebtedness, or amend or alter the material terms of any existing or
future material senior indebtedness (including term loans, revolvers and
other similar bank loans, but excluding indebtedness incurred under the
Company's Senior Facility); provided, the Company may amend or renew the
Senior Facility;

                  (h) voluntarily initiate any liquidation, dissolution or
winding up of the Company or permit the commencement of a proceeding for
bankruptcy, insolvency, receivership or similar action;

                  (i) enter into any Affiliate Transactions;

                  (j) increase or decrease the size of the Board of
Directors of the Company; or

                  (k) acquire or dispose (for either cash or non-cash
consideration) of, in a single transaction or a series of related
transactions, any business or assets (including investments in third
parties) with an aggregate value in such transaction or series of related
transactions in excess of $25,000,000 (including all assumed debt, all cash
payments, and the fair market value of all securities or other property
issued as consideration).

Collectively, the consents of the Apollo Purchasers required by this
Section 8.1 shall be hereinafter referred to as the "Preferred Stock
Approval Rights."

                  8.2 Committees of the Board of Directors. So long as the
Apollo Purchasers continue to possess Preferred Stock Approval Rights and
subject to the provisions of applicable law and the fiduciary duties of the
members of the Board of Directors, a member of the Board of Directors
designated by the Apollo Purchasers pursuant to Section 5.1(g) shall be
nominated to serve on each of the committees of the Board of Directors,
including the Nominating Committee.

                  9. Transfer Restrictions.

                  9.1 Private Placement. Each Purchaser understands and
agrees that the shares of Preferred Stock to be purchased hereunder have
not been registered under the Securities Act by reason of their issuance in
a transaction exempt from the registration requirements of the Securities
Act, and that accordingly they will not be fully transferable except as
permitted under various exemptions contained in the Securities Act or upon
satisfaction of the registration and prospectus delivery requirements of
the Securities Act. Each Purchaser acknowledges that it must bear the
economic risk of the shares of Preferred Stock to be purchased hereunder
for an indefinite period of time (subject, however, to the Company's
obligation to redeem the Preferred Stock in accordance with the terms
thereof, and to the Company's obligation to effect the registration of the
registrable securities under the Securities Act in accordance with the
Registration Rights Agreement) since they have not been registered under
the Securities Act and therefore cannot be sold unless they are
subsequently registered or an exemption from registration is available.
Each Purchaser understands that the exemption from registration afforded by
Rule 144 promulgated under the Securities Act depends upon the satisfaction
of various conditions and that, if applicable, Rule 144 affords the basis
for sales only in limited amounts. Furthermore, except as set forth in the
Registration Rights Agreement, the Company has not agreed to make Rule 144
available for any resale of the Preferred Stock or the shares of Common
Stock into which the Preferred Stock is convertible.

                  9.2 Legend. Each Purchaser agrees with the Company that
the certificates evidencing the shares of Preferred Stock to be purchased
hereunder will bear the following legend:

                  THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT COVERING SUCH SECURITIES OR THE SECURITIES ARE SOLD AND
TRANSFERRED IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO CERTAIN LIMITATIONS ON TRANSFER SET FORTH
IN A STANDSTILL AGREEMENT DATED AS OF APRIL 19, 2001 BETWEEN AMC
ENTERTAINMENT INC. AND CERTAIN OTHER INVESTORS NAMED THEREIN, COPIES OF
WHICH ARE ON FILE WITH THE SECRETARY OF AMC ENTERTAINMENT INC.

                  9.3 Removal of Legend. The Securities Act legend endorsed
on the certificates pursuant to Section 9.2 hereof shall be removed and the
Company shall issue a certificate without such legend to the holder thereof
at such time as the securities evidenced thereby cease to be restricted
securities upon the earliest to occur of (i) a registration statement with
respect to the sale of such securities shall have become effective under
the Securities Act and such securities shall have been disposed of in
accordance with such registration statement, (ii) the securities shall have
been sold to the public pursuant to Rule 144 (or any successor provision)
under the Securities Act, or (iii) such securities may be sold by the
holder without restriction or registration under Rule 144(k) under the
Securities Act (or any successor provision).

                  9.4 Standstill Agreement. Subject to the terms of the
Standstill Agreement and Section 9.5, the Preferred Stock shall be freely
transferable by the holders thereof; provided that the Purchasers shall
provide written notice to the Company within three days of any transfer of
Preferred Stock.

                  9.5 Restrictions on Conversion of Series A Preferred.

                  (a) During the period commencing on the date hereof and
ending on the fifth anniversary of the date hereof, the Purchasers shall
not convert any shares of Series A Preferred Stock into Common Stock,
except in connection with a Disposition effected pursuant to paragraph (b)
below.
                  (b) If, at any time during the period commencing on the
date hereof and ending on the fifth anniversary of the date hereof, any
Apollo Purchaser desires to effect a Disposition of any shares of Series A
Preferred Stock to any person other than members of the Apollo Group and
Other Investor Affiliates, such Apollo Purchaser may, as part of such
Disposition, elect to convert such shares of Series A Preferred Stock into
Common Stock, prior to transfer to such purchasing Person. In order to
convert shares of Preferred Stock to effect any such Disposition, the
selling Apollo Purchaser shall deliver to the Company, on or before the
proposed settlement date of such Disposition, written notice of its
intention to convert Series A Preferred Stock as part of a Disposition (a
"Disposition Notice"). The Disposition Notice shall set forth the number of
shares of Series A Preferred Stock that shall be converted into Common
Stock, the sale price for such shares and the purchasing Person in whose
name the Common Stock shall be registered. Upon surrender by the selling
Apollo Purchaser of certificates representing the shares of Series A
Preferred Stock that are being converted as part of such Disposition, the
Company shall issue to the purchasing Person certificates representing the
appropriate number of shares of Common Stock. Any Disposition pursuant to a
third party made under this Section 9.5 or Section 5.2(b) of the Standstill
Agreement shall comply with the provisions of Section 5.1 of the Standstill
Agreement.

                  9.6 Series B Preferred Stock. The Purchasers shall not
transfer to any Person (other than their respective Affiliates) any shares
of Series B Preferred Stock until a date that is eighteen (18) months after
the Closing Date.

                  9.7 Preferred Stock Approval Rights. The Preferred Stock
Approval Rights granted to the Apollo Purchasers are not transferable by
the Apollo Purchasers and shall be exercised solely by Apollo. The Apollo
Purchasers will not enter into any agreements with any person or entity
limiting their discretion with respect to the exercise of their Preferred
Stock Approval Rights. In the event (i) the Apollo Purchasers or their
Affiliates cease to own at least 50% of the Preferred Stock issued, (ii)
Apollo is terminated as the investment manager, or (iii) an Affiliate is
removed as the general partner of the Apollo Purchasers (and, in either
case, such terminated or removed party is not replaced by an Affiliate of
Apollo), Apollo and the Apollo Purchasers shall promptly notify the Company
and the Preferred Stock Approval Rights granted to the Apollo Purchasers
shall terminate.

                  10. Definitions. Unless the context otherwise requires,
the terms defined in this Section 10 shall have the meanings specified for
all purposes of this Agreement.

                  Except as otherwise expressly provided, all accounting
terms used in this Agreement, whether or not defined in this Section 10,
shall be construed in accordance with United States GAAP. If and so long as
the Company has one or more Subsidiaries, such accounting terms shall be
determined on a consolidated basis for the Company and each of its
Subsidiaries, and the financial statements and other financial information
to be furnished by the Company pursuant to this Agreement shall be
consolidated and presented with consolidating financial statements of the
Company and each of its Subsidiaries prepared in accordance with GAAP.

                  "Additional Securities" shall mean the shares of
Preferred Stock that are issued to the holders of Preferred Stock as
payment of dividends thereon pursuant to the Certificate of Designations.

                  "Additional Series A Securities" shall have the meaning
assigned it in the Certificate of Designations.

                  "Additional Series B Securities" shall have the meaning
assigned it in the Certificate of Designations.

                  "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 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.

                  "Affiliate Transaction" shall mean any transaction or
series of related transactions (including, without limitation, the sale,
purchase, exchange or lease of assets, property or services) with any
Affiliate of the Company (other than a direct or indirect Wholly-Owned
Subsidiary of the Company) involving aggregate consideration in excess of
$5 million unless (A) such transaction or series of transactions is on
terms that are no less favorable to the Company or such Subsidiary, as the
case may be, than would be available at the time of such transaction or
series of transactions in a comparable transaction in an arms-length
dealing with an unaffiliated third party, (B) such transaction or series of
transactions is in the best interests of the Company and (C) with respect
to a transaction or series of transactions involving aggregate payments
equal to or greater than $50 million, a majority of disinterested members
of the Board of Directors determines that such transaction or series of
transactions complies with clauses (A) and (B) above, as evidenced by a
Board Resolution; provided, however, that notwithstanding the foregoing the
following transactions shall not be deemed Affiliate Transactions: (i) any
transaction pursuant to any contract in existence on the Initial Issuance
Date; (ii) any "Restricted Payment" (as such term is defined in the
indentures governing the Company's Existing High Yield Indebtedness)
permitted to be made pursuant to the provisions of such Existing High Yield
Indebtedness; (iii) any transaction or series of transactions between the
Company and one or more of its Subsidiaries or between two or more of its
Subsidiaries (provided that no more than 5% of the equity interest in any
such Subsidiary is owned, directly or indirectly (other than by direct or
indirect ownership of an equity interest in the Company), by any Affiliate
of the Company other than a Subsidiary) and (iv) the payment of
compensation (including amounts paid pursuant to employee benefit plans)
for the personal services of officers, directors and employees of the
Company or any of its Subsidiaries.

                  "Affiliated Group" shall mean any affiliated group within
the meaning of Section 1504(a) of the Code (or any similar group defined
under a similar provision of state, local or foreign law).

                  "Agent" of a Person shall mean any officer, director,
employee, agent, partner stockholder or Affiliate of such Person.

                  "Agreement" shall mean this Investment Agreement.

                  "AIF IV" shall have the meaning assigned it in the
introductory paragraph.

                  "AIF V" shall have the meaning assigned it in the
introductory paragraph.

                  "Apollo" shall have the meaning assigned it in the
introductory paragraph.

                  "Apollo Group" shall have the meaning assigned it in
Section 1.1.4 of the Standstill Agreement.

                  "Apollo Management IV" shall have the meaning assigned it
in the introductory paragraph.

                  "Apollo Management V" shall have the meaning assigned it
in the introductory paragraph.

                  "Apollo IV Purchasers" shall have the meaning assigned it
in the introductory paragraph.

                  "Apollo V Purchasers" shall have the meaning assigned it
in the introductory paragraph.

                  "Apollo Purchasers" shall have the meaning assigned it in
the introductory paragraph of this Agreement.

                  "Alternative Transaction" shall have the meaning assigned
it in Section 7.1 hereof.

                  "AOP IV" shall have the meaning assigned it in the
introductory paragraph.

                  "AOP V" shall have the meaning assigned it in the
introductory paragraph.

                  "B Trustees" shall mean Raymond F. Beagle, Jr. and
Charles J. Egan, Jr., as (1) successor trustees of the 1992 Durwood, Inc.
Voting Trust dated December 12, 1992, as amended and restated on August 12,
1997, (2) successor trustees of the trust created under the revocable Trust
Agreement dated August 14, 1989 of Stanley H. Durwood, as amended and
restated on May 12, 1999, and (3) surviving trustees of the Foundation, or
any successor trustees of any of the trusts referred to in clauses (1), (2)
or (3) above.

                  "Board of Directors" shall mean the Board of Directors of
the Company.

                  "Board Resolutions" shall have the meaning assigned to it
in Section 5.1(i) hereof.

                  "Bylaw Amendments" shall mean the amendments to the
Bylaws to be adopted by the Board of Directors at Closing, substantially in
the form set forth in Annex 5.1(i)(2) hereto, which amendment shall provide
that the maximum number of directors on the Board of Directors be increased
by three and that the three additional directors shall be elected by
holders of the Preferred Stock pursuant to the Certificate of Designations
(and in accordance with Section 5.1(g) hereof).

                  "Bylaws" shall have the meaning assigned it in Section
4.1(c) hereof.

                  "Capital Expenditures" shall mean, for any fiscal period,
all expenditures (including outlays of cash and incurrence of obligations)
of the Company and its Subsidiaries in any such fiscal period which are
required to be included in property, plant and equipment or a similar fixed
or long-lived asset account on a consolidated balance sheet of the Company
prepared in accordance with GAAP which shall include, for these purposes,
Capitalized Lease Obligations.

                  "Capitalized Lease Obligations" means any obligation to
pay rent or other amounts under a lease (or other agreement conveying a
right to use) any property (whether real, personal or mixed) that is
required to be classified and accounted for as a capitalized lease
obligation (including financing lease obligations) under generally accepted
accounting principals.

                  "Certificate of Designations" shall mean the certificate
of designations described in Section 5.1(f) hereof.

                  "Certificate of Incorporation" shall have the meaning
assigned it in Section 4.1(c) hereof.

                  "Change of Control" shall have the meaning assigned it in
Section 4.26 hereof.

                  "Class B Stock" shall have the meaning assigned it in
Section 4.1 hereof.

                  "Closing" shall have the meaning assigned it in Section 2
hereof.

                  "Closing Date" shall have the meaning assigned it in
Section 2 hereof.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended. References to "Code" made herein shall include, where applicable,
references to the Treasury Regulations promulgated thereunder.

                  "Common Stock" shall have the meaning assigned it in
Section 4.1(a) hereof.

                  "Company" shall have the meaning assigned it in the
introductory paragraph.

                  "Company 10-K" shall have the meaning assigned it in
Section 4.8 hereof.

                  "Company 10-Q" shall have the meaning assigned it in
Section 4.8 hereof.

                  "Company Balance Sheet" shall have the meaning assigned
it in Section 4.8 hereof.

                  "Company Balance Sheet Date" shall have the meaning
assigned it in Section 4.8 hereof.

                  "Company SEC Documents" shall have the meaning assigned
in Section 4.7 hereof.

                  "Conversion Shares" shall mean the shares of Common Stock
issued upon conversion of any shares of Series A Preferred Stock (including
shares of Series A Preferred Stock issued upon conversion of any shares of
Series B Preferred Stock).

                  "Disposition" shall mean a sale, assignment, transfer,
pledge, hypothecation, grant of any option with respect to or otherwise
dispose of any interest in (or enter into an agreement or understanding
with respect to the foregoing) of any shares of Series A Preferred Stock.

                  "Disposition Notice" shall have the meaning assigned it
in Section 9.5(b) hereof.

                  "Employee Benefit Plans" shall have the meaning assigned
it in Section 4.21(c) hereof.

                  "Encumbrances" shall have the meaning assigned it in
Section 4.2(a).

                  "Environmental Laws" shall mean any and all applicable
foreign, federal, state, local or municipal laws, rules, orders,
regulations, statutes, ordinances, codes, decrees, requirements of any
Governmental Entity or other Requirement of Law (including common law)
regulating, relating to or imposing liability or standards of conduct
concerning protection of human health or the environment, as are now or may
at any time be in effect during the term of this Agreement.

                  "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended. "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended. "Executive Officer" shall have the
meaning assigned it in Section 4.21(a).

                  "Existing High Yield Indebtedness" means the currently
existing indebtedness of the Company pursuant to (i) the Indenture dated
March 19, 1997 by and between the Company and Bank of New York, as Trustee,
in respect of AMC Entertainment Inc.'s 9 1/2% Senior Subordinated Notes due
2009 and as supplemented by the First Supplemental Indenture dated June 9,
1997 and (ii) the Indenture dated January 27, 1999 by and between the
Company and Bank of New York, as Trustee, in respect of AMC Entertainment
Inc.'s 9 1/2% Senior Subordinated Notes due 2011.

                  "Foundation" shall mean The Stanley H. Durwood
Foundation.

                  "GAAP" shall mean generally accepted accounting
principles in effect in the United States of America applied on a
consistent basis.

                  "Governmental Entity" shall mean any national, federal,
state, municipal, local, territorial, foreign or other government or any
department, commission, board, bureau, agency, regulatory authority or
instrumentality thereof; or any court, judicial, administrative or arbitral
body or public or private tribunal exercising executive, legislative,
judicial, regulatory or administrative functions pertaining to government.

                  "Hazardous Substances" shall mean any waste or other
substance that is listed, defined, designated, or classified as, or
otherwise determined to be, hazardous, toxic, or a pollutant or a
contaminant under or pursuant to any Environmental Law.

                  "HSR Act" shall mean the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

                  "HSR Conversion" shall have the meaning assigned thereto
in Section 12.13.

                  "Independent Director" shall mean a member of the Board
of Directors (i) who is not and has never been an officer or employee of
the Company, Apollo or the Apollo Purchasers or any of their respective
Affiliates, or of an entity that derived more than 5% of its revenues or
earnings in its most recent fiscal year from transactions involving the
Company, Apollo or any of Apollo Purchasers or any of their respective
Affiliates, (ii) who has no relationship or affiliation or compensation,
consulting or contracting arrangement with the Company, the B Trustees, the
Foundation, Apollo or the Apollo Purchasers or any other entity such that a
reasonable person could regard such director as likely to be unduly
influenced by the Company, the B Trustees, the Foundation, Apollo or any of
Apollo Purchasers and (iii) who is nominated by the Nominating Committee in
accordance with the procedures set forth thereby, it being understood that
the Company's existing directors elected by the common stockholders will be
deemed independent for purposes of this provision through at least the
remainder of their current terms.

                  "Initial Issuance Date" shall mean the first date of
issuance of the Preferred Stock pursuant to the closing of this Agreement.

                  "Initial Solicitation" shall have the meaning assigned it
in Section 6.9 hereof.

                  "Material Adverse Effect" shall mean a material adverse
change (or effect) in the condition (financial or otherwise), assets,
properties, operations, business or results of operations (but not
prospects) of the Company and its Subsidiaries, taken as a whole (excluding
the effect of any events affecting the domestic theatrical exhibition
industry as a whole); provided that a decline in the Company's stock price
in and of itself shall not be deemed to be a Material Adverse Effect.

                  "Material Contract" shall mean any contract, commitment,
undertaking or agreement to which the Company or any Subsidiary is a party
or by which any of them are bound as of the date of this Agreement (i)
involving annual expenditures or liabilities in excess of $10.0 million in
any fiscal year; (ii) providing for the lending of money (whether as
borrower, lender or guarantor) in excess of $10.0 million; (iii) creating
or governing a joint venture or partnership material to the Company and its
Subsidiaries, taken as a whole; and (iv) that would otherwise constitute a
"material contract" within the meaning of Item 601(b)(10) of Regulation S-K
promulgated by the SEC.

                  "Nominating Committee" shall mean the committee
established by the Board of Directors pursuant to the Company's Bylaws as
of the Closing Date, which committee shall be charged with the task of
nominating for election by the holders of the Common Stock qualified
candidates to serve as directors on the Board of Directors.

                  "Other Investor Affiliates" shall have the meaning
assigned it in Section 4.1 of the Standstill Agreement.

                  "Permitted Acquisition" shall mean any acquisition by the
Company or any Subsidiary of (i) any business or assets with a purchase
price of $25,000,000 or less (including all assumed debt, all cash
payments, and the fair market value of all securities or other property
issued as consideration) or (ii) any business or assets for which the
consent or approval of the Purchaser has been given.

                  "Permitted Debt Repayments" shall mean scheduled or
ordinary course repayments of indebtedness of the Company or any
Subsidiary, including without limitation ordinary course payments with
respect to Capitalized Lease Obligations.

                  "Permitted Encumbrances" shall mean (i) Encumbrances upon
any property presently owned or hereafter acquired, created at the time of
acquisition to secure a portion of the purchase price thereof, or existing
thereon at the date of acquisition and assumed by the Company or one of its
Subsidiaries, provided that such Encumbrance shall apply only to the
property so acquired and fixed improvements thereon; (ii) any pledge of
current assets in the ordinary course of business made to secure current
liabilities; (iii) Encumbrances for Taxes not yet delinquent; (iv)
Encumbrances on the property of the Company and its Subsidiaries in the
ordinary course of business which do not materially affect the value of the
property of the Company and do not materially interfere with the use made
and proposed to be made of such property; (v) landlords' liens on fixtures
and movable property located on premises leased by the Company or a
Subsidiary in the ordinary course of business; (vi) zoning and planning
restrictions, easements, permits and other restrictions or limitations of
public record affecting the use of such properties; provided that such
restrictions, easements, permits or other restrictions do not impair the
use of such properties as exhibition theaters or for such other purposes as
such properties are currently being used; (vii) imperfections of title, if
any, not material in nature or amount and not materially detracting from
the value or impairing the use of the property subject thereto or impairing
the operations or proposed operations of the Company and its Subsidiaries,
including, without limitation, the ability of the Company and its
Subsidiaries to secure financing using such properties and assets as
collateral; and (viii) other Encumbrances that would not be reasonably
expected to have a Material Adverse Effect.

                  "Permitted Indebtedness" shall mean (i) indebtedness of
the Company or any of its Subsidiaries owing one to the other; (ii) any
indebtedness incurred to renew, extend, refinance or refund (each, a
"refinancing") any indebtedness outstanding on the Initial Issuance Date
(or with respect to the Senior Facility, an aggregate principal amount at
any one time outstanding not to exceed $425.0 million) in an aggregate
principal amount not exceeding the principal amount of the indebtedness so
refinanced (plus the amount of any premium required to be paid in
connection with such refinancing pursuant to the terms of the indebtedness
so refinanced or the amount of any premium reasonably determined by the
Company as necessary to accomplish such refinancing, plus the expenses of
the Company incurred in connection with such refinancing); (iii)
indebtedness related to interest rate protection or currency hedging
obligations entered into solely to protect the Company or its Subsidiaries
from fluctuations in interest or currency exchange rates; (iv) Capitalized
Lease Obligations; (v) indebtedness of the Company or any of its
Subsidiaries in connection with standby letters of credit or performance
bonds issued in the ordinary course of business; (vi) indebtedness of any
Subsidiary incurred in connection with the guaranty of indebtedness of the
Company or any other Subsidiary of the Company; (vii) indebtedness
represented by property, liability and workers' compensation insurance; and
(viii) other indebtedness in an aggregate principal amount at any time
outstanding not in excess of $30 million.

                  "Person" shall include all natural persons, corporations,
business trusts, associations, companies, partnerships, joint ventures and
other entities and governments and agencies and political subdivisions.

                  "Preferred Stock" shall mean the Series A Preferred Stock
and the Series B Preferred Stock.

                  "Preferred Stock Approval Rights" shall have the meaning
assigned it in Section 8.1 hereof.

                  "Purchase Price" shall have the meaning assigned it in
Section 1 hereof.

                  "Purchaser" shall have the meaning assigned it in the
introductory paragraph of this Agreement.

                  "Real Property Lease Recap Book" shall mean the
compilation of summaries and abstracts of the key terms of the Company's
Real Property Leases prepared by the Company.

                  "Real Property Leases" shall have the meaning assigned it
in Section 4.6(c) hereof.

                  "Redeemable Capital Stock" shall mean any capital stock
that, either by its terms, by the terms of any security into which it is
convertible or exchangeable or otherwise, is or upon the happening of an
event or passage of time would be required to be redeemed in cash prior to
the tenth anniversary of the Initial Issuance Date or is redeemable at the
option of the holder thereof in cash at any time prior to such date, or is
convertible into or exchangeable for debt securities at any time prior to
such date at the option of the holder thereof (other than redemptions
payable in the capital stock of the Company).

                  "Registration Rights Agreement" shall mean the
registration rights agreement, substantially in the form attached hereto as
Annex 5.1(h), to be entered into on or prior to the Closing Date by and
between the Company and the Purchasers.

                  "Representatives" shall have the meaning assigned it in
Section 6.3(a) hereof.

                  "Requirement of Law" shall mean, as to any Person, the
Certificate of Incorporation and Bylaws or other organizational or
governing documents of such Person, and each law, treaty, rule or
regulation or determination of an arbitrator or a court or other
Governmental Entity, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Securities Act" shall mean the Securities Act of 1933,
as amended.

                  "Senior Facility" shall mean The U.S. $ 425,000,000
Amended and Restated Credit Agreement, dated as of April 10, 1997, among
AMC Entertainment Inc, as the Borrower; and The Bank of Nova Scotia, as
Administrative Agent; and Bank of America National Trust and Savings
Association, as Documentation Agent; and Various Financial Institutions as
Lenders, as amended by the Second Amendment, dated as of January 16, 1998,
as further amended by the Third Amendment, dated as of March 15, 1999 and
as further amended by the Fourth Amendment, dated as of March 29, 2000.

                  "Senior Indebtedness" shall mean the Company's current
existing indebtedness pursuant to the Senior Facility.

                  "Senior Lenders" shall mean the lenders of the Company
pursuant to the Company's Senior Facility.

                  "Series A Preferred Stock" shall mean the Series A
Convertible Preferred Stock of the Company, par value $0.66 2/3 per share.

                  "Series B Preferred Stock" shall mean the Series B
Exchangeable Preferred Stock of the Company, par value $0.66 2/3 per share.

                  "Shareholder Approval" shall mean approval by (i) the
holders of a majority of the Common Stock, voting separately as a class and
(ii) a majority of the votes cast by the Company's stockholders voting
together as a single class, of an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of Common Stock
(so as to permit the issuance of additional shares of Series A Preferred
Stock and the underlying Common Stock and until there are enough shares
that would allow all shares of Series A Preferred Stock to convert into
Common Stock and all shares of Series B Preferred Stock to convert into
Series A Preferred Stock, as contemplated by this Agreement and the
Transaction Documents).

                  "Standstill Agreement" shall mean the standstill
agreement, substantially in the form attached hereto as Annex 5.1(h), to be
entered into on or prior to the Closing Date by and between the Company and
the Purchasers.

                  "Subsidiary" shall mean any corporation, association or
other business entity (i) at least 50% of the outstanding voting securities
of which are at the time owned or controlled directly or indirectly by the
Company; or (ii) with respect to which the Company possesses, directly or
indirectly, the power to elect more than 50% of the board of directors or
others performing similar functions for such entity.

                  "Taxes" shall mean any federal, state, local or foreign
income, gross receipts, license, payroll, employment, excise, severance,
stamp, occupation, premium, windfall profits, environmental (including
taxes under Section 59A of the Code), customs duties, capital stock,
franchise, profits, withholding, social security (or similar),
unemployment, disability, real property, personal property, sales, use,
transfer, registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not.

                  "Tax Return" means all returns and reports (including
elections, claims, declarations, disclosures, schedules, estimates,
computations and information returns) required to be supplied to a tax
authority in any jurisdiction relating to Taxes.

                  "Transaction Documents" shall mean this Agreement, the
Certificate of Designations, the Registration Rights Agreement and the
Standstill Agreement.

                  "Treasury Regulation" means a regulation promulgated
under the Code, as amended from time to time.

                  "Wholly-Owned Subsidiary" shall mean a Subsidiary of the
Company, all of the capital stock (other than directors' qualifying shares)
or other ownership or economic interests of which shall at the time be
owned by the Company or by one or more Wholly-Owned Subsidiaries of the
Company or by the Company and one or more Wholly-Owned Subsidiaries of the
Company.

                  11.      Remedies.

                  11.1 Remedies at Law or in Equity. If any representation
or warranty made by or on behalf of the Company, on the one hand, or the
Purchaser, on the other hand, in this Agreement or in any certificate,
report or other instrument delivered under or pursuant to any term hereof
or in any of the Transaction Documents shall be untrue or misleading
(including by omission) in any material respect as of the date of this
Agreement (and not subsequently cured by Closing) or as of the Closing Date
or as of the date it was made, furnished or delivered, or any covenant
(whether under Section 6 or not) made by either party hereto shall be
breached by such party, a Purchaser, on the one hand, or the Company, on
the other hand, may proceed to protect and enforce its rights by suit in
equity or action at law, whether for the specific performance of any term
contained in this Agreement, or in any certificate, report or other
instrument delivered under or pursuant to any of the terms hereof or any of
the Transaction Documents or for an injunction against the breach of any
such term or in aid of the exercise of any power granted in this Agreement,
or in any certificate, report or other instrument delivered under or
pursuant to any of the terms hereof or any of the Transaction Documents, or
to enforce any other legal or equitable right of a Purchaser, on the one
hand, or the Company, on the other hand, or to take any one or more of such
actions.

                  In the event a Purchaser brings such an action against
the Company or the Company brings such an action against the Purchaser
arising under this Agreement, or under any certificate, report or other
instrument delivered under or pursuant to any of the terms hereof or any of
the Transaction Documents, the prevailing party in such dispute shall be
entitled to recover from the losing party all fees, costs and expenses of
enforcing any right of such prevailing party under or with respect to this
Agreement or the Certificate of Designations, including, without
limitation, such reasonable fees and expenses of attorneys and accountants.

                  11.2 Cumulative Remedies. None of the rights, powers or
remedies conferred upon a Purchaser on the one hand, or the Company on the
other hand, shall be mutually exclusive, and each such right, power or
remedy shall be cumulative and in addition to every other right, power or
remedy, whether conferred hereby or by the Certificate of Designations or
now or hereafter available at law, in equity, by statute or otherwise.

                  11.3 No Implied Waiver. Except as expressly provided in
this Agreement, no course of dealing between the Company and a Purchaser
and no delay in exercising any such right, power or remedy conferred hereby
or by the Certificate of Designations or now or hereafter existing at law
or in equity, by statute or otherwise, shall operate as a waiver of, or
otherwise prejudice, any such right, power or remedy.

                  12.      Miscellaneous.

                  12.1 Waivers and Amendments. Upon the approval of the
Company and the written consent of the Apollo Purchasers (a) the
obligations of the Company and the rights of a Purchaser under this
Agreement may be waived (either generally or in a particular instance,
either retroactively or prospectively and either for a specified period of
time or indefinitely), and (b) the Company may enter into a supplementary
agreement for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement, or of any
supplemental agreement or modifying in any manner the rights and
obligations hereunder or thereunder of a Purchaser and the Company.

                  The foregoing notwithstanding, no such waiver or
supplemental agreement shall affect any of the rights of any holder of a
Security created by the Certificate of Designations or by the Delaware
General Corporation Law without compliance with all applicable provisions
of the Certificate of Designations and the Delaware General Corporation
Law.

                  Upon the effectuation of each such waiver or supplemental
agreement, the Company shall promptly give written notice thereof to the
Purchasers who have not previously consented thereto in writing.

                  Neither this Agreement, nor any provision hereof may be
changed, waived, discharged or terminated orally or by course of dealing,
but only by a statement in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought,
except to the extent provided in this Section 12.1.

                  12.2 Notices. All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and
shall be hand delivered or mailed postage prepaid by registered or
certified mail,

                       (a)     If to the Apollo Purchasers:

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

                               with a copy to:

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

              or (b) If to the Company:

                               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


or at such other address as the Company or the Purchaser each may specify
by written notice to the other, and each such notice, request, consent and
other communication shall for all purposes of the Agreement be treated as
being effective or having been given when delivered if delivered
personally, or, if sent by mail, at the earlier of its receipt or 72 hours
after the same has been deposited in a regularly maintained receptacle for
the deposit of United States mail, addressed and postage prepaid as
aforesaid.

                  12.3 Termination of Agreement. This Agreement may be
terminated prior to the Closing as follows:

                  (a) by mutual consent of the Purchaser and the Company;

                  (b) at the election of the Company, if any one or more of
the conditions to its obligations has not been fulfilled as of 120 days
following the date hereof;

                  (c) at the election of the Purchaser, if any one or more
of the conditions to its obligations has not been fulfilled as of 120 days
following the date hereof;

                  (d) at the election of the Company, if the Purchaser has
breached any material representation, warranty, covenant or agreement
contained in this Agreement and such breach is incapable of cure or is not
cured within 30 days of notice of such breach is received by the breaching
party;

                  (e) at the election of the Purchaser, if the Company has
breached any material representation, warranty, covenant or agreement
contained in this Agreement and such breach is incapable of cure or is not
cured within 30 days of notice of such breach is received by the breaching
party; or

                  (f) at the election of the Company pursuant to the terms
of Section 7.1.

                  If the Closing shall occur, this Agreement shall remain
in effect until the date upon which no Series A Preferred Stock or Series B
Preferred Stock shall remain outstanding.

                  In the event that the Company or the Purchaser, as the
case may be, elects to terminate this Agreement, it shall deliver an
irrevocable notice to the other party to this Agreement declaring its
election to so terminate this Agreement in accordance with the provisions
of this Section 12.3, and setting forth therein the basis for such
termination.

                  12.4 Indemnification. The Company shall indemnify, save
and hold harmless the Purchaser, its directors, officers, employees,
partners, representatives and Agents from and against any and all
liability, loss, cost, damage, reasonable attorneys' and accountants' fees
and expenses, court costs and all other out-of-pocket expenses incurred by
the Purchaser in connection with or arising from the execution, delivery
and performance by the Company of this Agreement and each of the other
Transaction Documents and the transactions contemplated thereby, except to
the extent of any willful misconduct or gross negligence of Apollo or the
indemnified party. This indemnification provision shall be in addition to
the rights of the Purchaser to bring an action against the Company for
breach of any term of this Agreement and any of the other Transaction
Documents.

                  12.5 Survival of Representations and Warranties etc. All
representations and warranties made in, pursuant to or in connection with
this Agreement shall survive until sixty (60) days following the delivery
to Apollo of the final audited consolidated financial statements of the
Company for the year ended March 30, 2001 (provided, however, that the
provisions of Sections 4.2, 4.18, 4.19, and 4.26 shall survive until the
conversion or redemption of all of the outstanding shares of Preferred
Stock), notwithstanding any investigation at any time made by or on behalf
of the Purchaser, and the sale and purchase of the shares of Preferred
Stock and payment therefor; and all statements contained in any
certificate, instrument or other writing delivered by or on behalf of the
Company pursuant hereto or in connection with or in contemplation of the
transactions herein contemplated shall constitute representations and
warranties by the Company hereunder.

                  If this Agreement is terminated and the transactions
contemplated hereby are not consummated as described above, this Agreement
shall become void and of no further force and effect. None of the parties
hereto shall have any liability in respect of a termination of this
Agreement, except to the extent that failure to satisfy the conditions set
forth in Sections 5.1, 5.2 and 5.3 results from the intentional or willful
violation of the representations, warranties, covenants or agreements of
such party under this Agreement.

                  12.6 Severability. Should any one or more of the
provisions of this Agreement or of any agreement entered into pursuant to
this Agreement be determined to be illegal or unenforceable, all other
provisions of this Agreement and of each other agreement entered into
pursuant to this Agreement shall be given effect separately from the
provision or provisions determined to be illegal or unenforceable and shall
not be affected thereby.

                  12.7 Parties in Interest. All the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective parties hereto, the successors and assigns of
the Purchasers and the Company, whether so expressed or not. This Agreement
shall not run to the benefit of or be enforceable by any other Person.

                  12.8 Successors and Assigns. Except as otherwise
expressly provided herein, the provisions hereof shall inure to the benefit
of, and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto and shall inure to the benefit of and
be enforceable by each person who shall be a holder of shares of the
Preferred Stock and/or the Conversion Shares.

                  12.9 Assignment and Transfers. This Agreement can be
assigned by the Apollo Purchasers to any Affiliate of Apollo over which
Apollo exercises investment authority, including with respect to voting and
dispositive rights; provided, any such assignee assumes the obligations of
the assignor hereunder and agrees in writing to be bound by the terms of
the Transaction Documents in the same manner as the assignor. In addition,
without limiting any other provisions of this Agreement, the shares of
Preferred Stock or Common Stock issued pursuant to this Agreement shall be
freely transferable to any Affiliate of Apollo, subject to the terms of the
Standstill Agreement.

                  12.10 Headings. The headings of the Sections and
paragraphs of this Agreement have been inserted for convenience of
reference only and do not constitute a part of this Agreement.

                  12.11 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 or equitable
action or proceeding arising out of or in connection with this Agreement or
in any certificate, report or other instrument delivered under or pursuant
to any term hereof or any of the Transaction Documents shall be brought in
the courts of the State of New York, in 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 or in any
certificate, report or other instrument delivered under or pursuant to any
term hereof or any of the Transaction Documents 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 thc
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.

                  12.12    Fees and Expenses.

                  (a) The Company agrees, subject to the consummation of
the transactions contemplated hereby to pay, and hold the Purchasers
harmless from liability for the payment of, all reasonable expenses,
including all out-of-pocket expenses, incurred by the Purchasers in
connection with the preparation and negotiation of this Agreement, and the
other Transaction Documents, the other supporting documents referred to in
Section 5 of this Agreement, and the consummation of the transactions
contemplated hereby and thereby. Notwithstanding the foregoing or anything
else in this Agreement to the contrary, the Company shall not be required
to reimburse the Purchasers for more than $125,000 in filing fees (plus
reasonable legal expenses incurred in connection with the preparation of
one filing) for all filings under the HSR Act.

                  (b) Upon Closing, the Company agrees to pay Apollo or
their designees a fee equal to three and one half percent (3.50%) of the
Purchase Price.

                  12.13 HSR Act. The Company and each Purchaser required to
file notification under the HSR Act with respect to the acquisition by
holders of Series B Preferred Stock of a present right to vote in the
election of directors of the Company, whether pursuant to the terms of
Section 9(a) of the Certificate of Designations or prior to exchange of
Series B Preferred Stock for Series A Preferred Stock pursuant to Section 7
of the Certificate of Designations (an "HSR Conversion"), shall file
notification under the HSR Act within 30 days after the Initial Issuance
and the waiting period shall have expired or been terminated prior to any
HSR Conversion being consummated, notwithstanding any provision of this
Agreement or the Certificate of Designations to the contrary.

                  12.14 Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, with the same effect as if all parties had signed the same
document. All such counterparts shall be deemed an original, shall be
construed together and shall constitute one and the same instrument.

                  12.15 Entire Agreement. This Agreement and the other
Transaction Documents contain the entire agreement among the parties hereto
with respect to the subject matter hereof and such Agreement supersedes and
replaces all other prior agreements, written or oral among the parties
hereto with respect to the subject matter hereof.




                  IN WITNESS WHEREOF, the parties hereto have caused this
Investment Agreement to be duly executed as of the day and year first above
written.

                                   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

                                   APOLLO MANAGEMENT IV, L.P.
                                   in its capacity as investment manager to
                                   Apollo Investment Fund IV, L.P.

                                   By:      AIF IV Management, Inc.

                                   By:      /s/ Marc Rowan
                                            --------------------------
                                            Name:    Marc Rowan
                                            Title:   Vice President


                                   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


                                   APOLLO MANAGEMENT V, L.P.
                                   in its capacity as investment manager to
                                   Apollo Investment Fund V, L.P.

                                   By:      AIF V Management, Inc.

                                   By:      /s/ Marc Rowan
                                            --------------------------
                                            Name:    Marc Rowan
                                            Title:   Vice President




                                Schedule 3.9
                                  Brokers Lehman Brothers Inc.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>6
<FILENAME>0006.txt
<TEXT>

                                                              Exhibit 4.8



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


                            STANDSTILL AGREEMENT

                                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.

                         APOLLO MANAGEMENT IV, L.P.

                                    and

                         APOLLO MANAGEMENT V, L.P.




                         Dated as of April 19, 2001



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




                            STANDSTILL AGREEMENT

         This STANDSTILL 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 over
which Apollo exercises investment authority, including voting and
dispositive rights, and to which either AIF IV or AOP IV assigns their
interests under the Investment Agreement (as hereinafter
defined)(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
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 under the Investment Agreement (collectively, the
"Apollo V Investors" and together with the Apollo IV Investors the "Apollo
Investors"), (iv) APOLLO MANAGEMENT IV, L.P., a Delaware limited
partnership, in its capacity as investment manager to the Apollo IV
Investors ("Apollo IV Management") and (v) APOLLO MANAGEMENT V, L.P., a
Delaware limited partnership, in its capacity as investment manager to the
Apollo V Investors ("Apollo V Management" and together with Apollo IV
Management and any other Person under common control with Apollo IV
Management or Apollo V Management, "Apollo").

                            W I T N E S S E T H:
                            - - - - - - - - - -

                  WHEREAS, the Apollo Investors are concurrently with the
execution hereof purchasing from the Company, and the Company is hereby
issuing, selling, and delivering to the Apollo Investors, 92,000 shares of
Series A Convertible Preferred Stock, par value 66 2/3(cent) per share (the
"Series A Preferred"), and 158,000 shares of Series B Exchangeable
Preferred Stock, par value 66 2/3(cent) per share (the "Series B Preferred"
and, together with the Series A Preferred, the "Preferred Stock") pursuant
to that certain Investment Agreement, dated as of April 19, 2001, by and
among the Company, the Apollo Investors and Apollo (the "Investment
Agreement");

                  WHEREAS, as a condition to the consummation of the
transactions contemplated by the Investment Agreement, the parties have
agreed to restrict the ability of the Apollo Investors and certain of their
transferees to acquire or dispose of securities of the Company as set forth
herein;

                  NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


                                 ARTICLE 1
                                DEFINITIONS

         Section 1.1 Definitions. As used in this Agreement, the following
terms shall have the meanings set forth below:

         1.1.1 "AIF IV" shall have the meaning set forth in the recitals to
this Agreement.

         1.1.2 "AIF V" shall have the meaning set forth in the recitals to
this Agreement.

         1.1.3 "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 than first cousin; provided, however,
that with respect to Apollo or the Apollo Investors, the term "Affiliate"
shall not include any limited partner of the Apollo Investors or their
Affiliates nor any portfolio or investee companies of the Apollo Investors
or their Affiliates so long as, in any 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 or its Affiliates do 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. 1.1.1

         1.1.4 "AOP IV" shall have the meaning set forth in the recitals to
this Agreement.

         1.1.5 "AOP V" shall have the meaning set forth in the recitals to
this Agreement.

         1.1.6 "Apollo" shall have the meaning set forth in the recitals to
this Agreement.

         1.1.7 "Apollo Group" shall mean (a) Apollo, (b) the Apollo
Investors, (c) any Affiliate of Apollo (including but not limited to the
Apollo Investors) controlled by Apollo such that Apollo has the legal or
contractual power (including, without limitation, through negative control
or through Apollo's designees or representatives on the board of directors
or other governing body of such Affiliate or under the articles of
incorporation or other constituent documents of such Affiliate or as a
result of the voting rights of any securities or other instruments issued
by such Affiliate) to direct the investments of such Affiliate or to cause
such Affiliate to comply with the terms of this Agreement, and (d) any
Person with whom Apollo or any Person included in the foregoing clauses (b)
or (c) is part of a Group.

         1.1.8 "Apollo Investors" shall have the meaning set forth in the
recitals to this Agreement.

         1.1.9 "Apollo IV Investors" shall have the meaning set forth in
the recitals to this Agreement.

         1.1.10 "Apollo V Investors" shall have the meaning set forth in
the recitals to this Agreement.

         1.1.11 "Associate" shall have the meaning set forth in Rule 12b-2
under the Exchange Act.

         1.1.12 "Beneficially Own" with respect to any securities means
having "beneficial ownership" of such securities (as determined pursuant to
Rule 13d-3 under the Exchange Act, as in effect on the date hereof). The
terms "Beneficial Ownership" and "Beneficial Owner" have correlative
meanings.

         1.1.13 "Board" shall mean the Board of Directors of the Company.

         "B Trustees" shall mean Raymond F. Beagle, Jr. and Charles J.
Egan, Jr., as (1) successor trustees of the 1992 Durwood, Inc. Voting Trust
dated December 12, 1992, as amended and restated on August 12, 1997, (2)
successor trustees of the trust created under the Revocable Trust Agreement
dated August 14, 1989 of Stanley H. Durwood, as amended and restated on May
12, 1999, and (3) surviving trustees of the Stanley H. Durwood Foundation,
or any successor trustees of any of the trusts referred to in clauses (1),
(2) or (3) above.

         1.1.14 "Certificate of Designations" shall mean the Certificate of
Designations for the Series A Preferred and the Series B Preferred, setting
forth the relative rights, preferences and terms of the Preferred Stock, as
filed with the Secretary of State of the State of Delaware.

         1.1.15 "Class B Shares" shall mean the Class B Stock, par value 66
2/3(cent)per share, of the Company.

         1.1.16 "Common Stock" means the Company's Common Stock, par value
66 2/3(cent) per share, and any other class of common stock of the Company
that may be created from time to time.

         1.1.17 "Company" shall have the meaning set forth in the recitals
to this Agreement.

         1.1.18 "Derivative Security" shall mean any subscription, option,
conversion right, warrant, phantom stock right or other agreement, security
or commitment of any kind obligating the Company or any of its Subsidiaries
to issue, grant, deliver or sell, or cause to be issued, granted, delivered
or sold, (i) any Voting Securities or any other equity security of the
Company, (ii) any securities convertible into, or exchangeable for, any
Voting Securities or other equity security of the Company or (iii) any
obligations measured by the price or value of any shares of capital stock
of the Company.

         1.1.19 "Disposition" shall have the meaning assigned thereto in
Section 5.1.

         1.1.20 "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

         1.1.21 "15% Acquisition" shall have the meaning assigned thereto
in Section 4.2.

         1.1.22 "Foundation" shall mean The Stanley H. Durwood Foundation.

         1.1.23 "Group" shall mean any group of Persons who, with respect
to those acquiring, holding, voting or disposing of Voting Securities
would, assuming ownership of the requisite percentage thereof, be required
under Section 13(d) of the Exchange Act and the rules and regulations
thereunder to file a statement on Schedule 13D with the SEC as a "person"
within the meaning of Section 13(d)(3) of the Exchange Act, or who would be
considered a "person" for purposes of Section 13(g)(3) of the Exchange Act.
"Group" when used with reference to standards or tests that are based on
securities other than Voting Securities shall have the foregoing meaning
except that the words "Voting Securities" in the second line of the
definition of "Group" shall be replaced with the words "securities of the
Company."

         1.1.24 "Independent Director" shall means a member of the Board
(i) who is not and has never been an officer or employee of the Company,
Apollo, the Apollo Investors or of their respective Affiliates, or of an
entity that derived more than 5% of its revenues or earnings in its most
recent fiscal year from transactions involving the Company, Apollo, the
Apollo Investors or any of their respective Affiliates, (ii) who has no
relationship or affiliation or compensation, consulting or contracting
arrangement with the Company, the B Trustees, the Foundation, Apollo, any
of the Apollo Investors or any other entity such that a reasonable person
could regard such director as likely to be unduly influenced by the
Company, the B Trustees, the Foundation, Apollo or the Apollo Investors and
(iii) who is nominated by the Nominating Committee of the Board in
accordance with the procedures set forth in its charter, it being
understood that the Company's existing directors elected by the holders of
Common Stock will be deemed independent for purposes of this provision
through at least the remainder of their current terms, provided, however,
if the provisions set forth in the charter of the Nominating Committee are
not then in effect, then it shall mean a member of the Board considered
"independent" pursuant to the rules of the American Stock Exchange or other
exchange on which the Company's securities are then traded or listed.

         1.1.25 "Investment Agreement" shall have the meaning set forth in
the recitals to this Agreement.

         1.1.26 "Nominating Committee" shall have the meaning set forth in
the Investment Agreement.

         1.1.27 "Other Investor Affiliates" shall have the meaning set
forth in Section 4.1.

         1.1.28 "Permitted Underwriter" shall mean any underwriter who is
in the business of underwriting securities and who, in the ordinary course
of its business as an underwriter, acquires Voting Securities in connection
with a public offering with the bona fide intention of reselling all of the
Voting Securities so acquired pursuant to such public offering.

         1.1.29 "Person" means any natural person, corporation,
partnership, limited liability company, firm, association, trust,
government, governmental agency or any other entity, whether acting as an
individual, fiduciary or other capacity.

         1.1.30 "Preferred Stock" shall mean, collectively, the Series A
Preferred and the Series B Preferred.

         1.1.31 "Purchaser Standstill Agreement" shall have the meaning
assigned thereto in Section 5.1(b)(II).

         1.1.32 "Purchasing Person" shall have the meaning assigned thereto
in Section 5.1(b)(I).

         1.1.33 "Qualifying Tender Offer" shall mean shall mean a tender
offer or similar transaction for all of the outstanding Common Stock of the
Company that is made to all holders of Common Stock and is accepted by
holders of a majority of the Company's outstanding shares of Common Stock
not owned by Apollo or its Affiliates.

         1.1.34 "Registration Rights Agreement" shall mean the Registration
Rights Agreement, dated of even date herewith, by and among the Company and
the Apollo Investors.

         1.1.35 "Requisite Independent Directors" shall mean, at any time
of determination, a majority of the Independent Directors who were elected
by the holders of the Company's Common Stock voting as a class.

         1.1.36 "Securities Act" shall mean the Securities Act of 1933, as
amended. 1.1.1

         1.1.37 "Series A Preferred" shall have the meaning set forth in
the recitals to this Agreement.

         1.1.38 "Series B Preferred" shall have the meaning set forth in
the recitals to this Agreement.

         1.1.39 "Standstill Period" shall mean the period commencing on the
date hereof and ending on the fifth anniversary hereof.

         1.1.40 "Total Voting Power" shall mean, calculated at a particular
point in time, the aggregate votes represented by all then outstanding
Voting Securities including, with respect to shares of Preferred Stock
outstanding, the number of votes accorded to the underlying Common Stock
into which such Preferred Stock is convertible (including the Common Stock
which would be issued upon conversion of any shares of Series A Preferred
which were, in turn, issued upon conversion of shares of Series B
Preferred).

         1.1.41 "Transaction Documents" shall mean this Agreement, the
Investment Agreement, the Certificate of Designations and the Registration
Rights Agreement.

         1.1.42 "Trust" shall mean, collectively, (i) the 1992 Durwood,
Inc. Voting Trust dated December 12, 1992, as amended and restated on
August 12, 1997, (2) the trust created under the Revocable Trust Agreement
dated August 14, 1989 of Stanley H. Durwood, as amended and restated on May
12, 1999, and (3) the Foundation.

         1.1.43 "Voting Securities" means the shares of the Company's
Common Stock, the Class B Shares, any other securities of the Company
having the general voting power under ordinary circumstances to elect
members of the Board of the Company, the Preferred Stock, and any other
securities which are convertible into, or exchangeable for, Voting
Securities.

         1.1.44 "Voting Power" shall mean, calculated at a particular point
in time, the aggregate votes represented by all the then outstanding Common
Stock, the Class B Shares and any other securities of the Company then
entitled to vote generally in the election of directors of the Company.


                                 ARTICLE 2
                       REPRESENTATIONS AND WARRANTIES
                     OF APOLLO AND THE APOLLO INVESTORS

         Each of Apollo and the Apollo Investors, severally and not
jointly, hereby represents and warrants to the Company as follows:

         Section 2.1 Authority. Each of Apollo and the Apollo Investors has
all requisite power and authority to execute, deliver and perform its
obligations under this Agreement. The execution, delivery and performance
of this Agreement, and the consummation by Apollo and the Apollo Investors
of the transactions contemplated hereby, have been duly authorized by all
necessary action on the part of Apollo and the Apollo Investors.

         Section 2.2 Enforceability. This Agreement has been duly executed
and delivered by Apollo and the Apollo Investors and constitutes its legal,
valid and binding obligation enforceable against each of them in accordance
with its terms, except as the same may be limited by the terms of this
Agreement or by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and general equitable principles regardless of whether such
enforceability is considered in a proceeding at law or in equity.

         Section 2.3 No Conflicts. The execution and delivery of this
Agreement by the Apollo and the Apollo Investors, and the performance by
each of them of their respective obligations hereunder, will not (a)
contravene any provision of the organizational documents of Apollo or the
Apollo Investor, (b) violate or conflict with any material law, statute,
ordinance, rule, regulation, decree, writ, injunction, judgment, ruling or
order of any governmental authority or of any arbitration award which is
either applicable to, binding upon, or enforceable against Apollo or the
Apollo Investors; (c) conflict with, result in any breach of, or constitute
a default under, or give rise to a right to terminate, amend, modify,
abandon or accelerate, any material agreement which is applicable to,
binding upon or enforceable against Apollo or the Apollo Investors, except
for such violations or breaches which would not, in the aggregate, inhibit
the ability of Apollo or the Apollo Investors to perform their respective
obligations hereunder; or (d) require the consent, approval, authorization
or permit of, or filing with or notification to, any governmental
authority, any court or tribunal or any other person, except for such
approvals, registrations, declarations, notices and filings, the failures
of which to be made or obtained, would not in the aggregate inhibit the
ability of Apollo or the Apollo Investors to perform their respective
obligations hereunder.

         Section 2.4 Investment Experience. Apollo and each Apollo Investor
understands that the purchase of the Preferred Stock made pursuant to the
Investment Agreement and the agreement to be bound by the provisions hereof
involves risk. Each of Apollo and the Apollo Investors acknowledges that it
is able to fend for itself, can bear the economic risk of its investment in
the Voting Securities owned by it and has such knowledge and experience in
financial or business matters that it is capable of evaluating the merits
and risks of its investment in Voting Securities of the Company and its
agreement to be bound hereby.


                                 ARTICLE 3
                       REPRESENTATIONS AND WARRANTIES
                                 OF APOLLO

         Apollo hereby represents and warrants to the Company as follows:

         Section 3.1 Control by Apollo. Apollo is the investment manager
of, and possesses the ability to direct the investments of, each Apollo
Investor. Apollo controls the Apollo Investors and has the authority to
cause the Apollo Investors to perform their respective obligations under
this Agreement and the other Transaction Documents. Apollo, in its capacity
as investment manager, general partner or manager of the Apollo Investors,
has the requisite power and has taken all necessary corporate or
partnership action required to cause the Apollo Investors to execute and
deliver this Agreement and perform their respective obligations hereunder.


                                 ARTICLE 4
                         ACQUISITIONS OF SECURITIES
                      AND OTHER RESTRICTED ACTIVITIES

         Section 4.1 Restrictions During the Standstill Period. During the
Standstill Period, unless requested by the Requisite Independent Directors,
each of Apollo and the Apollo Investors shall not, and Apollo shall cause
each other member of the Apollo Group not to, and shall use its reasonable
best efforts to cause any controlling person or general partner of Apollo
(the "Other Investor Affiliates") not to, directly or indirectly, alone or
in concert with others:


                  (a) acquire, offer or propose to acquire or agree to
         acquire, whether by purchase, tender or exchange offer, through
         the acquisition of control of another Person, by joining a
         partnership, limited partnership, syndicate or other Group or
         otherwise, Beneficial Ownership of any Voting Securities,
         Derivative Securities or any other securities of the Company or
         any rights to acquire (whether currently, upon lapse of time,
         following the satisfaction of any conditions, upon the occurrence
         of any event or any combination of the foregoing) any Voting
         Securities, other than:

                  (i)      the acquisition by Apollo or a member of the
                           Apollo Group of not more than 500,000 Class B
                           Shares or shares of Common Stock from the Trust;

                  (ii)     the acquisition by Apollo or a member of the
                           Apollo Group of debt securities of the Company;

                  (iii)    the acquisition of Voting Securities as a result
                           of any stock split, stock dividend (including
                           dividends paid in Additional Securities (as such
                           term is defined in the Certificate of
                           Designations) on the Preferred Stock) or other
                           distributions, recapitalizations or offerings
                           made available by the Company to holders of a
                           class or series of Voting Securities generally;

                  (iv)     the acquisition of Preferred Stock pursuant to
                           the Investment Agreement (including the Series A
                           Preferred and Common Stock issuable upon
                           conversion or exchange of the Preferred Stock,
                           as the case may be);

                  (v)      the repurchase by any Apollo Investor of any
                           shares of Preferred Stock from any transferee
                           thereof;

                  (vi)     the acquisition by Apollo or a member of the
                           Apollo Group of Class B Shares or shares of
                           Common Stock owned by the Trust which the Trust
                           has determined to sell in circumstances where
                           the effect of such sale would be to cause this
                           Agreement to terminate pursuant to Section 6.1
                           of this Agreement; provided such acquisition is
                           approved by the Requisite Independent Directors;
                           and

                  (vii)    subject to the provisions of Section 4.2, the
                           acquisition of Voting Securities by Apollo or a
                           member of the Apollo Group following a 15%
                           Acquisition.

                  (b) propose or take substantial steps to effect (in
         either case, on behalf of itself or to or with a third party) any
         merger, business combination, restructuring, recapitalization or
         similar transaction involving the Company or any of its
         Subsidiaries or the sale or other disposition outside the ordinary
         course of business of any material portion of the assets of the
         Company or any of its Subsidiaries; provided, however, that
         nothing set forth in this clause (b) will prohibit Apollo's
         activities acting together with the Chief Executive Officer of the
         Company in connection with possible acquisitions and dispositions
         within parameters previously discussed with, and approved by, the
         Company's Board from time to time;

                  (c) seek election to, seek to place a representative on,
         or seek the removal of any member of, the Board, except pursuant
         to the rights granted to the holders of Preferred Stock in the
         Certificates of Designations therefor;

                  (d) engage in any "solicitation" (within the meaning of
         Rule 14a-1 under the Exchange Act) of proxies or consents (whether
         or not relating to the election or removal of directors) with
         respect to the Company, or become a participant in any election
         contest or, unless first approved by the Requisite Independent
         Directors, execute any written consent in lieu of a meeting of the
         holders of any class of Voting Securities that is solicited by or
         on behalf of any shareholder of the Company;

                  (e) unless first approved by the Requisite Independent
         Directors, initiate, propose or otherwise solicit shareholders for
         the approval of any shareholder proposal (as described in Rule
         14a-8 under the Exchange Act or otherwise) with respect to the
         Company;

                  (f) form, join or in any way participate in or assist in
         the formation of a Group with respect to any Voting Securities
         (other than, with respect to Apollo, any such "group" consisting
         exclusively of Apollo and its controlled Affiliates) or, in the
         case of Apollo or any member of the Apollo Group, enter into any
         agreement with any Person limiting Apollo's discretion with
         respect to the exercise of the Preferred Stock Approval Rights
         granted under the Investment Agreement;

                  (g) deposit any Voting Securities in a voting trust or
         subject any Voting Securities to any arrangement or agreement with
         respect to the voting of such Voting Securities, except for any
         voting trust or arrangement or agreement with respect to the
         voting of such Voting Securities with an Affiliate of Apollo or
         the Apollo Investors;

                  (h) otherwise act, alone or in concert with others, in a
         manner designed or having the deliberate effect of circumventing
         the restrictions otherwise imposed hereunder;

                  (j) disclose or publicly announce any intention, plan or
         arrangement inconsistent with the foregoing; or

                  (k) except as otherwise permitted by this Agreement,
         finance any other Persons in connection with any of the activities
         prohibited by the foregoing clauses (a) through (j);

provided that nothing in this Section 4.1 shall (I) prohibit any individual
who is serving as a Director of the Company, solely in his or her capacity
as such Director, from taking any action or making any statement which, in
such Director's best judgment, is in the best interests of the Company's
stockholders, or (II) restrict any disclosure or statements required to be
made by Apollo or any Apollo Investor under applicable law to the extent
any such requirement does not arise from actions by Apollo or such Apollo
Investor inconsistent with this Agreement.

         Section 4.2 Restrictions After the Standstill Period. After the
earlier to occur of (i) expiration of the Standstill Period and (ii) the
date on which any Person (other than the Trust, the Apollo Investors or
their respective Affiliates) acquires shares of Common Stock or Class B
Shares and, after giving effect to such acquisition, such Person
Beneficially Owns Voting Securities representing more than 15% of the
Voting Power (any such event, a "15% Acquisition"), and continuing until
the date of termination of this Agreement, each of Apollo and the Apollo
Investors shall not, and Apollo shall cause each other member of the Apollo
Group not to, and shall use its reasonable best efforts to cause Other
Investor Affiliates not to, directly or indirectly, alone or in concert
with others, take any action of the type described in clause (a) of Section
4.1, except that:

                  (a) Apollo or a member of the Apollo Group may purchase,
        or offer to purchase, additional Voting Securities pursuant to a
        Qualifying Tender Offer; and

                  (b) Apollo or a member of the Apollo Group may propose a
         merger, business combination, restructuring, recapitalization or
         similar transaction involving the Company if such transaction is
         contingent upon approval of the holders of a majority of the
         Company's outstanding shares of Common Stock not owned by Apollo
         or its Affiliates (or, if such transaction is effected pursuant to
         a tender offer, such transaction is effected in a Qualifying
         Tender Offer).


                                 ARTICLE 5
                     DISPOSITIONS OF VOTING SECURITIES

         Section 5.1 Restrictions on Disposition. Each of Apollo and the
Apollo Investors shall not, and Apollo shall cause each other member of the
Apollo Group not to, and shall use its reasonable best efforts to cause
Other Investor Affiliates not to, directly or indirectly (including,
without limitation, through the disposition or transfer of any equity
interest in another Person), alone or in concert with others, sell, assign,
transfer, pledge, hypothecate, grant any option with respect to or
otherwise dispose of any interest in (or enter into an agreement or
understanding with respect to the foregoing) any Voting Securities (a
"Disposition"), except as set forth below in this Section 5.1.

                  (a) Dispositions may be made by Apollo or any Apollo
         Investor to any Affiliate satisfying the qualifications of clause
         (c) in the definition of "Apollo Group", provided, that any such
         Affiliate at all times continues to meet the qualifications of
         such clause (c), and provided further that any such Affiliate
         shall agree in writing to be bound by this Agreement.

                  (b) Dispositions of Voting Securities may be made by an
         Apollo Investor to Persons other than members of the Apollo Group
         and Other Investor Affiliates pursuant to (i) a public offering
         effected in accordance with the Registration Rights Agreement and
         effecting a broad distribution of such Voting Securities offered,
         (ii) sales permitted by the provisions of Rule 144 or Section 4(1)
         of the Securities Act, each as currently in effect, or (iii) in
         privately-negotiated transactions; provided, however, that

                           (I) Dispositions shall not be made pursuant to
                  clauses (i), (ii), or (iii) of this Section 5.1(b) if any
                  Person (other than a Permitted Underwriter) to whom the
                  Disposition in question is made would, after giving
                  effect to such Disposition, together with such Person's
                  Affiliates and Associates and the members of any Group
                  existing with respect to Voting Securities of which such
                  Person is a part (any such Person and its Affiliates,
                  Associates and Group members being collectively referred
                  to herein as a "Purchasing Person"), Beneficially Own
                  Voting Securities representing more than 15% of the Total
                  Voting Power then outstanding.

                           (II) Notwithstanding the provisions of the
                  immediately preceding paragraph, a Disposition resulting
                  in a Purchasing Person Beneficially Owning Voting
                  Securities representing more than 15% of the Total Voting
                  Power may be effected if (x) such Disposition has been
                  approved by the Requisite Independent Directors and (y)
                  such Purchasing Person (including each member of any
                  Group, if such Purchasing Person is not an individual
                  shareholder) shall have executed and delivered to the
                  Company a written agreement (in form and substance
                  reasonably satisfactory to the Company) pursuant to which
                  such Purchasing Person agrees to be bound by this
                  Agreement to the same extent as Apollo as if references
                  to Apollo herein were to such Purchasing Person (any such
                  agreement, a "Purchaser Standstill Agreement").

                  (c) Dispositions may be made pursuant to a tender offer,
         exchange offer, merger, business combination or similar
         transaction for at least 51% of the outstanding Voting Securities
         if:

                           (I) in the case of any tender offer, exchange
                  offer, merger, business combination or similar
                  transaction in which Apollo, any member of the Apollo
                  Group or any Apollo Investor (1) purchases or acquires
                  additional Voting Securities, (2) retains any Voting
                  Securities or (3) if any such party owns shares of Common
                  Stock before such transaction, receives additional or
                  different consideration for any such shares of Common
                  Stock than the consideration received by the other
                  holders of the Company's Common Stock, such tender offer,
                  exchange offer, merger, business combination or similar
                  transaction has been approved by the holders of a
                  majority of the Company's outstanding shares of Common
                  Stock and Class B Shares not owned by Apollo, any member
                  of the Apollo Group or any Apollo Investor; or

                           (II) in the case of any tender offer, exchange
                  offer, merger, business combination or similar
                  transaction not of the type described in clause (I), such
                  tender offer, exchange offer, merger, business
                  combination or similar transaction has been approved by
                  the Requisite Independent Directors.

                  (d) Each of Apollo and the Apollo Investors shall, and
         Apollo shall cause each other member of the Apollo Group to, and
         shall use its reasonable best efforts to cause Other Investor
         Affiliates to, give the Company written notice after effecting a
         Disposition in accordance with this Section 5.1.

         Section 5.2 Restrictions on Conversion of Series A Preferred.

                  (a) During the Standstill Period, the Apollo Investors
         shall not, and Apollo shall cause each member of the Apollo Group
         not to, and shall use its reasonable best efforts to cause Other
         Investor Affiliates not to, convert any shares of Series A
         Preferred into Common Stock, except in connection with a
         Disposition effected pursuant to paragraph (b) below.

                  (b) If, at any time during the Standstill Period, any
         Apollo Investor, any member of the Apollo Group or any Other
         Investor Affiliate desires to effect a Disposition of any shares
         of Series A Preferred to any Person other than members of the
         Apollo Group and Other Investor Affiliates, such party may, as
         part of such Disposition, elect to convert such shares of Series A
         Preferred into Common Stock prior to transfer to such purchasing
         Person. In order to convert shares of Preferred Stock to effect
         any such Disposition, the selling Apollo Investor, member of the
         Apollo Group or Other Investor Affiliate shall deliver the
         Company, on or before the proposed settlement date of such
         Disposition, written notice of its intention to convert Series A
         Preferred as part of a Disposition (a "Disposition Notice"). The
         Disposition Notice shall set forth the number of shares of Series
         A Preferred that shall be converted into Common Stock, the sale
         price for such shares and the purchasing Person in whose name the
         Common Stock shall be registered. Upon surrender by the selling
         Apollo Investor, member of the Apollo Group or Other Investor
         Affiliate of certificates representing the shares of Series A
         Preferred that are being converted as part of such Disposition,
         the Company shall issue to the purchasing Person certificates
         representing the appropriate number of shares of Common Stock. Any
         Disposition pursuant to a third party made under this Section
         5.2(b) shall comply with the provisions of Section 5.1 hereof,
         including Section 5.1 (b) (II).

         Section 5.3 Disposition of Class B Shares. In the event Apollo,
any Apollo Investor or any other member of the Apollo Group acquires any
Class B Shares, Apollo shall not, and shall cause each Apollo Investor or
member of the Apollo Group not to, sell, assign, pledge or otherwise
transfer such Class B Shares to any third party (other than transfers by
Apollo to an Affiliate satisfying the qualifications of clause (c) in the
definition of "Apollo Group") unless such Class B Shares are first
converted into Common Stock in accordance with the provisions provided
therefor in the Company's Certificate of Incorporation.


                                 ARTICLE 6
                                TERMINATION

         Section 6.1 Termination. This Agreement shall terminate on
earliest to occur of:

                  (a) the tenth anniversary hereof;

                  (b) the date that any Person (other than Apollo or any
         member of the Apollo Group or any of their respective Affiliates
         or any Person approved by a majority of the Company's Board
         (including at least one designee of the Series A Preferred))
         acquires or enters into an agreement to acquire Class B Shares or
         shares of Common Stock if, after giving effect to such
         acquisition, such Person Beneficially Owns Voting Securities
         representing more than 20% of the Voting Power of the Company,
         unless such Person has entered into a Purchaser Standstill
         Agreement in connection with such acquisition.

                  (c) the termination of this Agreement in writing by the
Company with the approval of the Requisite Independent Directors.

If the potential acquisition of shares by a Person which caused the
termination of this Agreement pursuant to Section 6.1 (b) is not
consummated for any reason within 60 days of such agreement to acquire
having been entered into (or until the date such Person ceases to actively
attempt to acquire such shares pursuant to such agreement), Apollo and the
Apollo Investors agree that (i) all of the provisions of this Agreement
will be binding upon each of them from and after such date with full force
and effect as if such termination had never occurred and (ii) each of them
will vote all of the shares of capital stock of the Company acquired by
them during such 60 day period pro rata in accordance with the votes (other
than Apollo, the members of the Apollo Group, and their respective
Affiliates) of the holders of securities of the same class on all matters
submitted for the vote of such holders until any subsequent termination of
this Agreement in accordance with Section 6.1 hereof.

         Section 6.2 Effect of Termination.


                  (a) If this Agreement is terminated in accordance with
         Section 6.1, hereof, this Agreement shall become null and void and
         of no further force and effect, except that (i) the terms and
         provisions of this Section 6.2 and Sections 7.4, 7.5, 7.6, 7.7,
         7.10 and 7.11 shall remain in full force and effect, (ii) if this
         Agreement is terminated in accordance with Section 6.1(b) hereof,
         Article V and Section 7.8 shall remain in full force and effect,
         and (iii) any termination of this Agreement shall not relieve any
         party hereto from any liability for any breach of its obligations
         hereunder, regardless of whether such party terminated this
         Agreement.

                  (b) The Company agrees to notify Apollo promptly upon it
         having knowledge that the Trust has made a determination to sell,
         and has identified a potential purchaser to buy, Class B Shares or
         shares of Common Stock.


                                 ARTICLE 7
                               MISCELLANEOUS

         Section 7.1 Survival. The representations, warranties, covenants
and agreements contained in or made pursuant to this Agreement shall
survive the execution of this Agreement.

         Section 7.2 Best Efforts. Subject to the terms and conditions of
this Agreement, each of the parties hereby agrees to use all reasonable
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper or advisable under applicable laws,
rules and regulations to consummate and make effective the transactions
contemplated by this Agreement, including using its best efforts to obtain
all necessary waivers, consents and approvals. In case at any time after
the execution of this Agreement, further action is necessary or desirable
to carry out the purposes of this Agreement, the parties shall cause their
proper officers or directors to take all such necessary action.

         Section 7.3 Legend. Each of the parties hereto acknowledges that
the certificates representing shares of Preferred Stock purchased by
pursuant to the Investment Agreement shall be subject to stop transfer
restrictions, and shall contain a legend substantially as set forth below
(except that the first sentence of such legend shall not be placed on any
shares of Common Stock issuable upon conversion of Series A Preferred that
have been registered under the Securities Act or if, in the opinion of
counsel, such sentence is not required under the Securities Act):

      "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
      BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE SECURITIES
      ARE SOLD AND TRANSFERRED IN A TRANSACTION THAT IS EXEMPT FROM THE
      REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
      LIMITATIONS ON TRANSFER SET FORTH IN A STANDSTILL AGREEMENT DATED AS
      OF APRIL 19, 2001 BETWEEN AMC ENTERTAINMENT INC. AND CERTAIN OTHER
      INVESTORS NAMED THEREIN, COPIES OF WHICH ARE ON FILE WITH THE
      SECRETARY OF AMC ENTERTAINMENT INC."

         Section 7.4 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.

         (a)      If to the Company, to:

                  AMC Entertainment Inc.
                  106 West 14th Street
                  Kansas City, Missouri 64105
                  Attention:  Peter C. Brown
                  Facsimile:  816-480-2517

                  With a copy to:

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

                  and

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, New York 10036
                  Attention: Eileen T. Nugent
                  Facsimile: 212-735-2000

         (b)      If to Apollo or to any Apollo Investor, to:

                           c/o Apollo Management, L.P.
                  1301 Avenue of the Americas
                  38th Floor
                  New York, NY 10019
                  Attention: Marc Rowan
                  Facsimile: 212-515-3262

                           With a copy to:

                  Akin, Gump, Straus, Hauer & Feld, L.L.P.
                  1333 New Hampshire Avenue, N.W.
                  Washington, D.C. 20036
                  Attention:  Bruce S. Mendelsohn
                  Facsimile:  202-887-4288

         (c) If to any other Investor or to any other holder of capital
      stock of the Company, addressed to such holder at the address of such
      holder in the record books of the Company; or to such other address
      or addresses as shall be designated in writing. All notices shall be
      effective when received.

         Section 7.5 Specific Performance. Each party hereto acknowledges
that, in view of the uniqueness of the transactions contemplated by this
Agreement, the other party would not have an adequate remedy at law for
money damages in the event that this Agreement has not been performed in
accordance with its terms. Each party therefore agrees that the other party
shall be entitled to specific enforcement of the terms hereof in addition
to any other remedy to which it may be entitled, at law or in equity.

         Section 7.6 Severability. If any provision of this Agreement is
determined to be invalid, illegal, or unenforceable, the remaining
provisions of this Agreement shall remain in full force and effect. To the
extent permitted by law, the parties hereby to the same extent waive any
provision of law that renders any provision hereof prohibited or
unenforceable in any respect.

         Section 7.7 Entire Agreement; Amendment. This Agreement and the
Investment Agreement (together with all the annexes or exhibits thereto)
set forth the entire agreement between the parties hereto with respect to
the matters provided herein and therein. The provisions of this Agreement
govern the subject matter set forth herein and, except as set forth herein,
no provision in this Agreement shall prevent the exercise of the rights,
privileges and preferences of or the performance of the obligations of
Apollo or the Apollo Investors provided under the Certificate of
Designations, Registration Rights Agreement and the Investment Agreement.
Any provision of this Agreement may be amended, modified or waived in whole
or in part at any time by an agreement in writing among the parties hereto
executed in the same manner as this Agreement. With respect to the Company,
approval of any amendment, modification or waiver will be given and
effective only upon approval by the Requisite Independent Directors. No
failure on the part of any party to exercise, and no delay in exercising,
any right shall operate as waiver thereof, nor shall any single or partial
exercise by either party of any right preclude any other or future exercise
thereof or the exercise of any other right.

         Section 7.8 Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and
be binding upon, the successors and assigns of each of the parties hereto.
Section 1.1

         Section 7.9 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to constitute an original,
but all of which together shall constitute one and the same document.

         Section 7.10 Governing Law; Submission to Jurisdiction. This
Agreement shall be governed by, and interpreted, in accordance with, the
laws of the State of New York, without regard to conflicts of laws. The
parties hereto irrevocably (a) submit to the exclusive personal
jurisdiction of any state or federal court located in the City of New York
in the State of New York in any suit, action or other legal proceeding
relating to this Agreement; (b) agree that all claims in respect of any
such suit, action or other legal proceeding may be heard and determined in,
and enforced in and by, any such court; and (c) waive any objection that
they may now or hereafter have to venue in any such court or that such
court is an inconvenient forum.

         Section 7.11 Remedies; Waiver. To the extent permitted by
applicable law, all rights and remedies existing under this Agreement and
any related agreements or documents are cumulative to, and are exclusive
of, any rights or remedies otherwise available under applicable law. No
failure on the part of any party to exercise, or delay in exercising, any
right hereunder shall be deemed a waiver thereof, nor shall any single or
partial exercise preclude any further or other exercise of such or any
other right.


         IN WITNESS WHEREOF, this Agreement has been executed on behalf of
the parties hereto by their respective duly authorized officers, all as of
the date first above written.


                                    AMC ENTERTAINMENT INC.

                                    By:  /s/ Peter C. Brown
                                    ----------------------------------
                                    Name: Peter C. Brown
                                    Title: Chief Executive Officer


                                    APOLLO MANAGEMENT IV, L.P.

                                    By: AIF Management, Inc.,
                                        its General Partner

                                    By:  /s/ Marc Rowan
                                    ----------------------------------
                                    Name: Marc Rowan
                                    Title: Vice President


                                    APOLLO MANAGEMENT V, L.P.

                                    By: AIF Management, Inc.,
                                        its General Partner

                                    By: /s/ Marc Rowan
                                    ----------------------------------
                                    Name: Marc Rowan
                                    Title: Vice President


                                    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 general partner

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

                                    By:  /s/ Marc Rowan
                                    ----------------------------------
                                    Name: Marc Rowan
                                    Title: Vice President


                                    APOLLO INVESTMENT FUND V, 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 V, 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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9
<SEQUENCE>7
<FILENAME>0007.txt
<TEXT>


                                                              Exhibit 4.9

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



                       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.










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


                             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........................................10
SECTION 8.    Underwriting Agreement.................................12
SECTION 9.    Information by Holders.................................12
SECTION 10.   Exchange Act Compliance................................13
SECTION 11.   No Conflict of Rights..................................13
SECTION 12.   TRANSFER OF REGISTRATION RIGHTS........................13
SECTION 13.   MISCELLANEOUS..........................................13




                  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 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.

                  "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.

                  "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:

                    (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.

         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.

         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;

         (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. 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 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.

         (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 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 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.

              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

                           (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.

         (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.

         (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


                                    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




</TEXT>
</DOCUMENT>
</SUBMISSION>
