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                                  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) DECEMBER 21, 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

<Page>

ITEM 5.  OTHER EVENTS.

         On December 21, 2001, a Joint Plan of Reorganization of Debtors and
Official Committee of Unsecured Creditors for GC Companies, Inc. and its Jointly
Administered Subsidiaries was filed with the United States Bankruptcy Court for
the District of Delaware. The plan of reorganization was filed pursuant to the
letter of intent dated December 6, 2001 between AMC Entertainment Inc. and GC
Companies, Inc. described in AMC Entertainment Inc.'s Report on Form 8-K filed
December 11, 2001. The letter of intent and plan of reorganization are subject
to bankruptcy court approval, a vote of creditors and certain other conditions.


ITEM 7.  FINANCIAL STATEMENTS & EXHIBITS

(c) Exhibits.

2.    Joint Plan of Reorganization of Debtors and Official Committee of
      Unsecured Creditors for GC Companies, Inc. and its Jointly Administered
      Subsidiaries filed on December 21, 2001 with the United States Bankruptcy
      Court for the District of Delaware.


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:  December 28, 2001                     By: /s/ Craig R. Ramsey
                                                 -------------------
                                                 Craig R. Ramsey
                                                 Senior Vice President, Finance,
                                                 Chief Financial Officer and
                                                 Chief Accounting Officer





                                        2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>a2066908zex-2.txt
<DESCRIPTION>EXHIBIT 2
<TEXT>
<Page>

                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

In re:                             ) Case Nos. 00-3897 through 00-3927 (EIK)
                                   )
GC COMPANIES, INC., et al.,        ) Chapter 11
                                   )
                                   ) Jointly Administered
          Debtors.                 )


         JOINT PLAN OF REORGANIZATION OF DEBTORS AND OFFICIAL COMMITTEE
                 OF UNSECURED CREDITORS FOR GC COMPANIES, INC.,
                    AND ITS JOINTLY ADMINISTERED SUBSIDIARIES
                    -----------------------------------------

PACHULSKI, STANG, ZIEHL, YOUNG & JONES P.C.       GOODWIN PROCTER LLP
Marc A. Beilinson                                 Daniel M. Glosband P.C.
Jeremy V. Richards                                Colleen A. Murphy
10100 Santa Monica Boulevard                      Exchange Place
Suite 1100                                        Boston, Massachusetts 02109
Los Angeles, California 90067                     (617) 570-1000
(310) 277-6910                                    (617) 523-1231 (facsimile)
(310) 201-0760 (facsimile)                        and

Counsel for Official Committee of                 PEPPER HAMILTON LLP
Unsecured Creditors                               David M. Fournier
                                                  1201 Market Street
                                                  Suite 1600
                                                  Wilmington, Delaware 19801
                                                  (302) 777-6500
                                                  (302) 656-8865 (facsimile)

Dated: December 21, 2001                          Counsel for Debtors and
                                                  Debtors in Possession

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                            PAGE
<S>                                                                         <C>
Article 1 DEFINITIONS AND RULES OF CONSTRUCTION                                1

Article 2 ADMINISTRATIVE AND TAX CLAIMS                                       25

Article 3 CLASSIFICATION OF CLAIMS AND INTERESTS                              27

Article 4 IDENTIFICATION OF IMPAIRED CLAIMS AND INTERESTS                     28

Article 5 TREATMENT OF CLAIMS AND INTERESTS                                   28

Article 6 ACCEPTANCE OR REJECTION OF PLAN                                     43

Article 7 MEANS FOR IMPLEMENTATION OF THE PLAN                                43

Article 8 EXECUTORY CONTRACTS AND UNEXPIRED LEASES                            53

Article 9 DISTRIBUTIONS                                                       61

Article 10 LITIGATION AND OBJECTIONS TO CLAIMS                                68

Article 11 EFFECTS OF PLAN CONFIRMATION                                       70

Article 12 RELEASES, INJUNCTIONS AND LIMITATION OF LIABILITY                  72

Article 13 CONDITIONS TO confirmation and EFFECTIVENESS                       76

Article 14 RETENTION OF JURISDICTION                                          78

Article 15 MODIFICATION OR WITHDRAWAL OF PLAN                                 80

Article 16 MISCELLANEOUS                                                      81
</Table>


                                       i
<Page>

                     JOINT PLAN OF REORGANIZATION OF DEBTORS
                  AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS
        FOR GC COMPANIES, INC., AND ITS JOINTLY ADMINISTERED SUBSIDIARIES
        -----------------------------------------------------------------

     GC Companies, Inc. ("GCX") and its jointly administered subsidiaries,(1) as
debtors and debtors-in-possession in the above-captioned Chapter 11 cases
("Debtors") and the Official Committee of Creditors Holding Unsecured Claims
("Committee") hereby propose the following Joint Plan of Reorganization ("Plan")
for the Debtors pursuant to Chapter 11 of Title 11 of the United States Code, 11
U.S.C. Sections 101 et seq., as amended.

     The Disclosure Statement that accompanies this Plan discusses the Debtors'
history, businesses, properties, and results of operations and contains a
summary and discussion of this Plan. Holders of Claims and Interests and parties
to executory contracts and unexpired leases are encouraged to read the
Disclosure Statement. No solicitation materials, other than the Disclosure
Statement and related materials transmitted therewith and approved for
solicitation purposes by the Bankruptcy Court, have been authorized for use in
soliciting acceptances or rejections of this Plan.

                                    ARTICLE 1

                      DEFINITIONS AND RULES OF CONSTRUCTION

DEFINED TERMS.

     As used herein, the following terms shall have the respective meanings
specified below. All capitalized terms used herein and not otherwise defined
have the meanings assigned to them

----------

1    The Debtors are the following entities: GC Companies, Inc.; GCC
     Investments, Inc.; General Cinema Theatres, Inc.; G.C. Theatre Corp. of
     California; General Cinema Corp. of Clifton; General Cinema Theatre of
     Columbia, Inc.; General Cinema Theatres of Delaware, Inc.; General Cinema
     Corp. of Greenwood; General Cinema Theatres of Illinois, Inc.; General
     Cinema Corp. of Indiana; General Cinema Corp. of Landmark; General Cinema
     Corp. of Maryland, Inc.; General Cinema Corp. of Massachusetts; General
     Cinema Corp. of Mayfair; General Cinema Corp. of Mazza; General Cinema
     Corp. of Minnesota, Inc.; General Cinema Theatres of New Jersey, Inc.;
     General Cinema of New Mexico, Inc.; General Cinema Corp. of New York, Inc.;
     General Cinema Corp. of North Carolina; General Cinema Corp. of
     Northwestern; General Cinema Theatres of Ohio, Inc.; General Cinema Corp.
     of Owings Mills; General Cinema Corp. of Parkway Pointe; General Cinema
     Corp. of Pennsylvania; General Cinema Corp. of Plymouth Meeting; General
     Cinema Corp. of South Carolina; General Cinema Corp. of Texas; General
     Cinema Corp. of Virginia; General Cinema Corp. of Washington and General
     Cinema Theatre of Yorktown, Inc.

<Page>

in the Bankruptcy Code and in the Bankruptcy Rules.

     1.1 "Adequate Protection Payments" means all payments made by any of the
Debtors in Possession as "adequate protection" to the holder of any lien or
other interest in property of any of the Debtors or the Estates, including,
without limitation, all payments made by any of the Debtors in Possession to any
Holder of a Claim in any of Classes 3 through 7 inclusive from and after the
Petition Date.

     1.2 "Administrative Claim" means any Claim for any cost or expense of
administration of the Cases allowable under section 330, 331, 503(b), or
507(a)(1) of the Bankruptcy Code, including, without limitation, any actual and
necessary postpetition expenses of preserving the estates of the Debtors, any
actual and necessary postpetition expenses of operating the business of the
Debtors in Possession, all compensation or reimbursement of expenses to the
extent allowed by the Bankruptcy Court under section 330, 331, or 503 of the
Bankruptcy Code, any fees or charges assessed against the estates of the Debtors
under section 1930 of title 28 of the United States Code and any and all Allowed
Reclamation Claims. Notwithstanding the foregoing, Administrative Claims shall
not include any Intercompany Claims.

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

     1.4 "Administrative Claims Bar Date" means the last date or dates fixed by
the Plan or the Bankruptcy Court for filing proofs or requests for payment of
certain Administrative Claims pursuant to Section 2.1.2(b) of the Plan, Rule
3003(c)(3) of the Bankruptcy Rules, or any order of the Bankruptcy Court.

     1.5 "Allowed" when used to describe a Claim or Claims means such Claim or
Claims, to the extent that it or they are an "Allowed Claim" or "Allowed
Claims."


                                      -2-
<Page>

     1.6 "Allowed Amount" shall mean:

               (i)  with respect to any Administrative Claim (i) if the Claim is
based upon a Fee Application, the amount of such Fee Application that has been
approved by a Final Order of the Bankruptcy Court; (ii) if the Claim is based
upon any indebtedness or obligation incurred in the ordinary course of business
of the Debtors and is not otherwise subject to an Administrative Claim Bar Date,
the amount of such Claim that has been agreed to by the Debtors and such
creditor, failing which, the amount thereof as fixed by a Final Order of the
Bankruptcy Court; or (iii) if the Holder of such Claim was required to file and
has filed proof thereof with the Bankruptcy Court prior to an Administrative
Claim Bar Date, (1) the amount stated in such proof if no objection to such
proof of claim is interposed within the applicable period of time fixed by the
Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court, or (2) the amount
thereof as fixed by Final Order of the Bankruptcy Court if an objection to such
proof was interposed within the applicable period of time fixed by the
Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court. The Allowed
Amount of any Administrative Claim which is subject to an Administrative Claims
Bar Date and not filed by the applicable Administrative Claims Bar Date shall be
zero, and no distribution shall be made on account of any such Administrative
Claim;

               (ii) with respect to any Tax Claim, Priority Claim, Secured Bank
Claim, Secured Claim or Unsecured Claim, (i) if the Holder of such Claim did not
file proof thereof with the Bankruptcy Court on or before the Claims Bar Date,
the amount of such Claim as listed in the Debtors' Schedules as neither
disputed, contingent or unliquidated; or (ii) if the Holder of such Claim has
filed proof thereof with the Bankruptcy Court on or before the Claims Bar Date,
(1) the amount stated in such proof if no objection to such proof of claim was
interposed within the applicable period of time fixed by the Bankruptcy Code,
the Bankruptcy Rules, the Plan or the Bankruptcy Court, or (2) the amount
thereof as fixed by Final Order of the Bankruptcy Court if an objection to such
proof was interposed within the applicable period of time fixed by the
Bankruptcy Code, the Bankruptcy Rules, the Plan or the Bankruptcy Court. The
Allowed Amount of any Tax Claim, Priority Claim, Bank Claim, Secured Claim or
Unsecured Claim


                                      -3-
<Page>

which is not filed by the applicable Claims Bar Date and is not listed on the
Debtors' Schedules or is listed as disputed, unliquidated, contingent or unknown
shall be zero, and no distribution shall be made on account of any such Tax
Claim, Priority Claim, Bank Claim, Secured Claim or Unsecured Claim;

               (iii) with respect to any Deficiency Claim, the amount thereof as
fixed by Final Order of the Bankruptcy Court. The Allowed Amount of any
Deficiency Claim which is not filed by the Claims Bar Date shall be zero, and no
distribution shall be made on account of any such Deficiency Claim;

               (iv) with respect to any Interest, (i) the amount provided by or
established in the records of the Debtors at the Confirmation Date, provided,
however, that a timely filed proof of Interest shall supersede any listing of
such Interest on the records of the Debtors; or (ii) the amount stated in a
proof of Interest Filed prior to the Confirmation Date if no objection to such
Interest was filed prior to the Confirmation Date or such later date as the
Bankruptcy Court allows; or (iii) the amount of such Interest as fixed by a
Final Order of the Bankruptcy Court.

     1.7 "Allowed Claim" shall mean, except as otherwise provided in this Plan
(including with respect to those Classes for which the amount of the Allowed
Claims is specified by this Plan), a Claim to the extent (and only to the
extent) of the Allowed Amount of such Claim. Unless otherwise specified herein
or by order of the Bankruptcy Court, "Allowed Claim" shall not include interest
(including but not limited to unamortized original issue discount as of the
Petition Date), fees (including but not limited to late charges and attorneys
fees), or penalties accruing after the Petition Date on such Claim.

     1.8 "Allowed _____ Claim" or "Allowed Class ____ Claim" means a Claim of
the type specified or in the Class specified that is also an Allowed Claim
(I.E., an Allowed Secured Claim is a Secured Claim that is also an Allowed
Claim, and an Allowed Class 6 Claim is a Claim classified in Class 6 that is an
Allowed Claim).

     1.9 "Allowed Interest" means any Interest to the extent, and only to the
extent, of the Allowed Amount of such Interest.


                                      -4-
<Page>

     1.10 "AMCE" means AMC Entertainment Inc., a Delaware corporation

     1.11 "AMCE Acquisition Agreement" means such definitive acquisition
agreement as may be executed by and between AMCE, AMC, CDI or any other
Affiliate of AMCE, and Debtors, incorporating the material terms set forth in
the AMCE Letter of Intent, and which shall be filed by the Proponents no later
than ten (10) days prior to the Confirmation Hearing.

     1.12 "AMCE Class 6 Distribution Date" means: (a) in the event the Committee
elects to establish the Unsecured Stock Trust, the latest of: (i) seventy-five
(75) days after the Effective Date; or (ii) the OUST Disputed Fee Resolution
Date; or (b) in the event the Committee does not elect to establish the
Unsecured Stock Trust, the latest of: (i) ninety (90) days after the Effective
Date; or (ii) the OUST Disputed Fee Resolution Date.

     1.13 "AMCE Election Deadline" means, in the event the Bank Support
Agreement Condition is not satisfied or waived by AMCE, the last day for AMCE to
elect in writing between Option A and Option B, which date shall be ten (10)
days prior to the Confirmation Hearing.

     1.14 "AMCE Letter of Intent" means the Letter of Intent executed by AMCE
and GCX and dated as of December 6, 2001.

     1.15 "AMCE Commitment Date" shall mean the date by which AMCE, pursuant to
the terms of the AMCE Acquisition Agreement, must notify the Debtors that, with
the exception of the conditions which are not subject to the AMCE Commitment
Date, all conditions specified in the AMCE Acquisition Agreement have either
been satisfied or waived.

     1.16 "AMCE Stock" means shares of AMCE common stock.

     1.17 "AMC" means American Multi-Cinema, Inc., a Missouri corporation that
is a subsidiary of AMCE.

     1.18 "Amended and Restated Certificate of Incorporation or Charter" means,
with respect to each Reorganized Debtor, the amended and restated certificate or
articles of incorporation or charter (or document of similar effect with respect
to any Debtor that is not a corporation) for such Reorganized Debtor, which
shall be substantially in the forms of the examples set forth in the Plan
Documentary Supplement.


                                      -5-
<Page>

     1.19 "Amended and Restated Bylaws" means, with respect to each Reorganized
Debtor, the amended and restated bylaws for such Reorganized Debtor that is a
corporation, which shall be substantially in the forms of the examples set forth
in the Plan Documentary Supplement.

     1.20 "Assigned Leases" means any and all real property leases that were
assigned by any of the Debtors to any party other than one of the other Debtors
prior to the Petition Date.

     1.21 "Avoidance Rights of Action" means all Rights of Action arising under
Sections 544-550 of the Bankruptcy Code.

     1.22 "B of A" means Bank of America, N.A.

     1.23 "Ballot Date" means the date set by the Bankruptcy Court as the last
date for timely submission by a Creditor or Interest Holder of a ballot
accepting or rejecting the Plan.

     1.24 "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended,
as set forth in Title 11 of the United States Code, 11 U.S.C. Sections 101 et
seq., as applicable to the Chapter 11 cases.

     1.25 "Bankruptcy Court" means the United States Bankruptcy Court for the
District of Delaware, having jurisdiction over the Cases and, to the extent of
any withdrawal of the reference made pursuant to section 157 of title 28 of the
United States Code, the United States District Court for the District of
Delaware; or, in the event such courts cease to exercise jurisdiction over the
Cases, such court or unit thereof that exercises jurisdiction over the Cases in
lieu thereof.

     1.26 "Bankruptcy Rules" means, collectively, as now in effect or hereafter
amended and as applicable to the Cases, (i) the Federal Rules of Bankruptcy
Procedure, and (ii) the Local Bankruptcy Rules and General Orders applicable to
cases pending before the Bankruptcy Court.

     1.27 "Banks" means the Domestic Banks and the SA Lenders.

     1.28 "Bank Support Agreement" means a Support Agreement similar, or
substantially similar to the Support Agreement entered into by the Creditor
Parties as of December 6, 2001, pursuant to which the Banks shall agree to the
Consensual Class 4 Treatment and the satisfaction of the JV Loan Purchase
Condition, in form and substance reasonably satisfactory to AMCE.


                                      -6-
<Page>

     1.29 "Bank Support Agreement Condition" means the execution and delivery by
the Banks to AMCE of a duly executed Bank Support Agreement no later than one
(1) day prior to the LOI Hearing.

     1.30 "Business Day" means any day, other than a Saturday, a Sunday or a
"legal holiday," as defined in Bankruptcy Rule 9006(a).

     1.31 "Cases" means the Chapter 11 cases commenced by the Debtors on the
Petition Date and pending before the Bankruptcy Court as Case Nos. 00-3897
through 00-3927 (EIK).

     1.32 "Cash" means currency of the United States of America and cash
equivalents, including, but not limited to, bank deposits, immediately available
or cleared checks, drafts, wire transfers and other similar forms of payment.

     1.33 "CDI" means Centertainment Development, Inc., a Delaware corporation
that is a subsidiary of AMCE.

     1.34 "Claim" shall have the broadest possible meaning under section 101(5)
of the Bankruptcy Code, and shall include (a) any right to payment from any of
the Debtors, whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured, or unsecured, or (b) any right to an equitable remedy
for breach of performance if such breach gives rise to a right of payment from
any of the Debtors, whether or not such right to an equitable remedy is reduced
to judgment, fixed, contingent, matured, unmatured, disputed, undisputed,
secured, or unsecured.

     1.35 "Claims Bar Date" means, for any Claim other than an Administrative
Claim, May 1, 2001, or such other deadline for filing such Claim as was
established under the "Order Establishing Bar Date For Filing Proofs of Claim
Against GC Companies, Inc. et al. and Approving Form and Manner of Notice,"
dated February 14, 2001 or is established under the Plan.

     1.36 "Claims Objection Deadline" means the later of (i) the one hundred
twentieth (120th) day after the Effective Date, (ii) with respect to a specific
Claim, the one-hundred twentieth (120th) day after proof of such Claim is filed,
or (iii) such greater period of limitation as may be fixed or


                                      -7-
<Page>

extended by the Bankruptcy Court or by agreement between a Debtor and the Holder
of the Claim.

     1.37 "Class" means each group of Claims or Interests classified in Article
3 of the Plan pursuant to sections 1122 and 1123 of the Bankruptcy Code.

     1.38 "Class 6 Distribution Agent" means the Person selected by the
Committee to hold and distribute Cash and such other property as may be
distributed pursuant to the Plan to Holders of Allowed Class 6 Claims.

     1.39 "Class 6 Distribution Date" means the First Class 6 Distribution Date
and every one hundred and twenty (120) days thereafter until all Disputed
Deduction Claims, Disputed Class 6 Claims and Disputed Class 8 Claims have been
resolved and all distributions have been made on account of all Allowed Class 6
Claims and all Allowed Class 8 Claims, or more frequently in the discretion of
the Post-Confirmation Committee.

     1.40 "Class 6 Distribution Expenses" shall mean: (i) the fees and expenses
incurred by the Post-Confirmation Committee, the Class 6 Distribution Agent, any
Unsecured Stock Trustee and the professionals, consultants (including present or
former employees of, or counsel to the Debtors) and sub-agents employed or
retained by any or all of them in connection with: (a) objecting to, litigating
and/or settling Disputed Class 6 Claims, Disputed Convenience Claims and
Disputed Deduction Claims; (b) administering and managing the Class 6 Recovery
(and any proceeds thereof); and (c) performing any other acts or services
reasonably necessary to implementing the provisions of the Plan with respect to
the Holders of Class 6 and Class 7 Claims; and (ii) any fees due and payable to
the Office of the United States Trustee pursuant to Section 1930(a)(6) of Title
28 of the United States Code with respect to the Cases that remain open from and
after the Effective Date, subject to the provisions for closing the Cases set
forth in Section 7.13 of the Plan.

     1.41 "Class 6 Recovery" means the Base Class 6 Recovery and any Conditional
Class 6 Recovery.

     1.42 "Committee" means the Official Committee of Unsecured Creditors of the
Debtors


                                      -8-
<Page>

appointed in the Cases pursuant to Section 1102 of the Bankruptcy Code.

     1.43 "Confirmation Date" means the date on which the clerk of the
Bankruptcy Court enters the Confirmation Order on the docket of the Bankruptcy
Court, but in no event later than March 20, 2002 or April 20, 2002 if AMCE is
entitled to, and does in fact exercise its option to extend said deadline
pursuant to Section 3(d) of the AMCE Letter of Intent, unless a later date is
agreed to by AMCE and the Proponents.

     1.44 "Confirmation Hearing" means the hearing on Confirmation of this Plan.

     1.45 "Confirmation Hearing Date" means the date or dates established by the
Bankruptcy Court for the hearing(s) on confirmation of the Plan pursuant to
Section 1129 of the Bankruptcy Code.

     1.46 "Confirmation Order" means the order entered by the Bankruptcy Court
confirming the Plan in accordance with the provisions of Chapter 11 of the
Bankruptcy Code, which order must be in form and substance reasonably
satisfactory to AMCE.

     1.47 "Convenience Claim" means any Unsecured Claim (other than of the kind
set forth in subparagraphs (a) through (f) of Section 3.6 of the Plan) that is:
(i) in an Allowed Amount of $500 or less; or (ii) in an Allowed Amount of
greater than $500, but which is reduced to an Allowed Amount of $500 by election
of the Holder thereof pursuant to such Holder's Ballot. In no event shall any
Convenience Claim exceed $500 for the purposes of allowance, treatment or
distribution under the Plan. A Holder may elect to reduce to Five Hundred
Dollars ($500.00) and be deemed to hold a Convenience Claim only as to the
aggregate amount of all such Holders' Claims that would otherwise have been
classified in Class 6 absent such election, and no Claim of any such Holder that
would have been classified in Class 6 absent such election shall be classified
in Class 6 if the Holder makes such election.

     1.48 "Convenience Claim Amount" means the aggregate Allowed Amount of all
Allowed Convenience Claims.

     1.49 "Corporate Restructuring Program" means the program set forth in the
Plan Documentary Supplement and made a part of this Plan pursuant to which
certain of the Debtors shall


                                      -9-
<Page>

(i) establish new subsidiaries or other entities, (ii) acquire, merge with, or
dissolve various other Debtors, or (iii) transfer some or all of the assets of
certain Debtors to newly-created entities or to one or more of the other
surviving Debtors, as further described in Section 7.6.

     1.50 "Creditor" means any Person who is the Holder of a Claim against any
Debtor that arose or accrued or is deemed to have arisen or accrued or to have
matured, or otherwise become due, owing, and payable on or before the Petition
Date, including, without limitation, Claims of the kind specified in sections
502(g), 502(h) or 502(i) of the Bankruptcy Code.

     1.51 "Creditor Parties" means the Committee, Harcourt and GECC.

     1.52 "Cure Claims" means the cost of curing all outstanding defaults under
contracts to be assumed or assumed and assigned by the Reorganized Debtors, and
compensating the non-Debtor party to such contract for any actual pecuniary loss
resulting from such default, and any other amounts required to be paid to the
non-Debtor party under section 365(b) of the Bankruptcy Code.

     1.53 "Debtor(s)" means, individually or collectively, GC Companies, Inc.
and each of its subsidiaries that is a debtor and debtor-in-possession under
Chapter 11 of the Bankruptcy Code.

     1.54 "Debtors in Possession" mean the Debtors when each is acting in the
capacity of representative of the Estates in the Cases.

     1.55 "Debtor Subsidiary" means any or all of the Debtors except GCX.

     1.56 "Deduction Claims" means the aggregate sum of the Administrative
Claims (exclusive of operating expenses incurred or accrued and paid in the
ordinary course of business for goods and services, sales taxes and federal and
state taxes relating to ordinary income), plus retention, severance and bonus
payments (including bonuses paid in the normal course) (without duplication),
plus the Priority Tax Claims, plus the Class 1 Claims, plus the Class 2 Claims,
plus the Cure Claims, plus the Adequate Protection Payments, less the GECC
Excess Payments and any adequate protection payments made to Heller subsequent
to August 1, 2001 and applied to the reduction of the pre-petition principal
amount of Heller's Class 3 Claim, in all instances whether payments on behalf of
such Deduction Claims were made from August 1, 2001 through


                                      -10-
<Page>

the Effective Date or whether such Deduction Claims are outstanding on the
Effective Date; PROVIDED, HOWEVER, that the component of Deduction Claims that
relates to severance and retention payments, including amounts paid under the
Amended and Restated Termination and Change of Control Agreements approved by
the Bankruptcy Court's Order dated March 16, 2001 but not including any bonuses
paid in the normal course, shall be deemed to equal $5 million regardless of the
actual amounts that are paid through the Effective Date or outstanding on the
Effective Date; bonuses paid in the normal course shall constitute a Deduction
Claim based on the actual amount of such bonuses paid. Notwithstanding the
foregoing, the Deduction Claims shall exclude: (a) any and all fees and expenses
incurred by New Investments LLC, in connection with the Plan or otherwise; and
(b) the premium cost incurred by AMCE with respect to a directors' and officers'
insurance policy pursuant to Section 3(k) of the AMCE Letter of Intent.

     1.57 "Deduction Claims Limit" shall mean Twenty Million Dollars ($20
million) unless AMCE elects to extend the deadline for the date of entry of the
Confirmation Order from March 31, 2002 to a date on or before April 30, 2002, in
which event the Deduction Claims Limit shall be Twenty Million Five Hundred
Thousand Dollars ($20.5 million).

     1.58 "Deficiency Claim" shall mean any Unsecured Claim representing the
amount, if any, by which the Allowed Amount of a Class 2 Secured Claim exceeds
the value of the property owned or held by the Debtors which secures payment of
the Claim.

     1.59 "DIP Facility Agreement" means the postpetition credit agreement,
dated as of October 13, 2000 between certain of the Debtors, the Banks and GECC
and as amended, providing debtor-in-possession financing in the maximum
aggregate principal amount of $45 million.

     1.60 "DIP Facility Claims" means Claims arising under the DIP Facility
Agreement.

     1.61 "DIP Facility Order" means that certain Final Order (a) Approving
Debtors' Motion for Order Authorizing Debtors to Incur Post-Petition Secured
Indebtedness on a Final Basis and (b) Granting Security Interests of
Superpriority Claims and Adequate Protection, entered by the Bankruptcy Court on
or about November 8, 2000.

     1.62 "Disclosure Statement" means the Disclosure Statement, dated as of
_______, 2001, as


                                      -11-
<Page>

amended, modified or supplemented from time to time, submitted pursuant to
Section 1126(b) of the Bankruptcy Code in connection with the solicitation of
acceptances of the Plan.

     1.63 "Disputed Administrative Claim" means any Administrative Claim that is
not an Allowed Administrative Claim.

     1.64 "Disputed Claim" means all or any part of a Claim as to which any one
of the following applies: (i) no proof of claim has been filed with respect to
such Claim, and either (a) the Claim is not listed in the Schedules, or (b) the
Claim is listed in the Schedules as unliquidated, disputed, contingent, unknown
or in a zero amount, (ii) the Claim is the subject of a timely objection or
request for estimation in accordance with the Bankruptcy Code, the Bankruptcy
Rules, any applicable order of the Bankruptcy Court, or the Plan which is Filed
on or before the Claims Objection Deadline, which objection or request for
estimation has not been withdrawn or determined by a Final Order, or (iii) the
Claim is otherwise treated as a "Disputed Claim" pursuant to this Plan.

          In addition, prior to the earlier of (i) the Claims Objection
Deadline, (ii) such date as the Bankruptcy Court allows the Claim pursuant to a
Final Order, or (iii) in the case of Class 6 Claims only, the date upon which
the Post-Confirmation Committee determines, in its discretion, not to object to
a Class 6 proof of claim or reaches an agreement with the Holder of a Class 6
Claim as to the Allowed Amount of such Claim and so notifies the Class 6
Distribution Agent, any Claim evidenced by a proof of claim in Classes 1, 2 or 6
or any Tax Claim, shall be deemed a Disputed Claim for purposes of calculating
and making any distributions under this Plan if: (a) no Claim corresponding to
the proof of claim is listed in the Schedules, (b) the Claim corresponding to
the proof of claim is listed in the Schedules as disputed, contingent,
unliquidated, unknown, or in a zero amount, (c) the amount of the Claim as
specified in the proof of claim exceeds the amount of any corresponding Claim
listed in the Schedules as not disputed, not contingent, and liquidated, but
only to such extent, or (d) the priority or classification of the Claim as
specified in the proof of claim differs from the priority of any corresponding
Claim listed in the Schedules.


                                      -12-
<Page>

     1.65 "Disputed ___ Claim" or "Disputed Class ___ Claim" means a Claim of
the type specified or in the Class specified that is also a Disputed Claim
(I.E., a Disputed Tax Claim is a Tax Claim that is also a Disputed Claim, and a
Disputed Class 6 Claim is a Claim classified in Class 6 that is also a Disputed
Claim).

     1.66 "Distribution Agent" means the Person selected pursuant to the Plan to
hold and distribute Cash and such other property as may be distributed pursuant
to the Plan other than to Holders of Claims in Class 6 (which Person may be
Reorganized GCX).

     1.67 "Domestic Banks" means Fleet and the Bank of Novia Scotia.

     1.68 "Domestic Bank Claims" means all Claims against any Debtor, secured or
unsecured, held by the Domestic Banks or any predecessors, successors or
assignees in any capacity, whether directly or as assignee, subrogee or
otherwise, including, without limitation, any Claims arising under or relating
to the Domestic Bank Documents.

     1.69 "Domestic Bank Documents" means the following documents, as amended,
restated, supplemented, or otherwise modified from time to time prior to the
Effective Date: (i) the Revolving Credit Agreement dated as of January 26, 1999
by and among GCX and the Domestic Banks; (ii) all promissory notes evidencing
the indebtedness incurred under the Revolving Credit Agreement described in
clause (i) above; (iii) all agreements, documents, and instruments pursuant to
which any interest in collateral was granted or purported to be granted,
created, evidenced, or perfected in connection with such Revolving Credit
Agreement, including, without limitation, all security agreements, pledge
agreements, assignments, financing statements, the Intercreditor Agreement and
similar documents; (iv) all guarantees of any GCX Subsidiary with respect to the
Revolving Credit Agreement and ancillary agreements as to which any holder of
any of the obligations evidenced by any of the foregoing is a party or a
beneficiary, all other agreements as to which any holder of any of the
obligations evidenced by any of the foregoing is a party or a beneficiary and
all other agreements, guarantees, instruments, documents, and certificates
delivered in connection with any of the foregoing; and (v) Claim numbers 1457,
1943, 1453, 1454, 1456, 1458, 1459, 1460, 1461, 1462, 1942, 1934, 1935, 1937,
1938, 1455,


                                      -13-
<Page>

1939, 1940, 1941, 1463, 1440, 1441, 1442, 1443, 1444, 1445, 1446, 1447, 1448,
1449 and 1450 Filed in the Cases.

     1.70 "Effective Date" means a date to be agreed upon by AMCE and the
Proponents as soon as practicable after the conditions set forth in Section
13.2(b) of the Plan have been satisfied or waived as provided in the Plan, but
in no event later than April 1, 2002 provided, however, that if AMCE is not in
breach of its obligations under the AMCE Letter of Intent, and the AMCE
Acquisition Agreement, AMCE may extend the deadline for the Effective Date
through and including May 1, 2002 by giving written notice of such election to
GCX, the Committee, GECC and Harcourt on or before April 1, 2002.

     1.71 "Estate" means each estate created pursuant to Section 541(a) of the
Bankruptcy Code upon the commencement of each Case.

     1.72 "Existing GCX Common Stock" means the shares of common stock of GCX,
outstanding immediately prior to the Effective Date.

     1.73 "Fee Applications" shall mean applications of Professional Persons
under sections 330, 331 or 503 of the Bankruptcy Code for allowance of
compensation and reimbursement of expenses in the Cases.

     1.74 "Fee Claim" shall mean a Claim under sections 330 or 503 of the
Bankruptcy Code for allowance of compensation and reimbursement of expenses in
the Cases.

     1.75 "Filed" shall mean delivered to, received by and entered upon the
legal docket by the Clerk of the Bankruptcy Court.

     1.76 "Final Order" means a judgment, order, ruling or other decree issued
and entered by the Bankruptcy Court or by any state or other federal court or
other tribunal as to which no appeal, petition for certiorari, or other
proceedings for reargument or rehearing shall then be pending or as to which any
right to appeal, petition for certiorari, reargue, or rehear shall have been
waived in writing in form and substance satisfactory to the Proponents and AMCE
or, in the event that an appeal, writ of certiorari, or reargument or rehearing
thereof has been sought, such order or judgment of the Bankruptcy Court or other
applicable court shall have been affirmed by the


                                      -14-
<Page>

highest court to which such order or judgment was appealed, or certiorari,
reargument, or rehearing has been denied, and the time to take any further
appeal, petition for certiorari, or move for reargument or rehearing shall have
expired.

     1.77 "First Class 6 Distribution Date" means no later then ten (10)
business days after the AMCE Class 6 Distribution Date.

     1.78 "Fleet" means Fleet National Bank, N.A.

     1.79 "GCT" means General Cinema Theatres, Inc., a Maine corporation.

     1.80 "GCX" means GC Companies, Inc., a Delaware corporation.

     1.81 "GCX Guaranties" means GCX's several guaranties relating to the JV
Loans .

     1.82 "GCX Guaranty Claims" means any and all claims which arise, under,
refer, relate or pertain in any way to the GCX Guaranties and include, without
limitation, all Claims asserted in Claim Nos. 1304 and 1427 Filed in the Cases.

     1.83 "GCX JV Loan Portion" means fifty percent (50%) of each of the JV
Loans, representing the entirety of that portion of all of the JV Claims that
have been guaranteed by GCX.

     1.84 "GCX Subsidiary" means every Debtor and every other corporation which
is a direct or indirect subsidiary of GCX or any other Debtor.

     1.85 "GCX Unsecured Claim" means an Unsecured Claim against GCX that is not
also a Claim against any of the Debtor Subsidiaries including, without
limitation the GCX Guaranty Claims and shall only be separately classified as
Class 8 Claims rather than Class 6 Claims in the event the Bank Support
Agreement Condition is neither satisfied nor waived by AMCE.

     1.86 "GECC" means General Electric Capital Corporation.

     1.87 "GECC Documents" means the following documents, as same may have been
amended, restated, supplemented or otherwise modified from time to time: (i)
that certain Master Lease Agreement by and between GCT and GECC dated November
21, 1996, all lease schedules, documents, instruments and agreements executed or
delivered as required or contemplated thereby, any participations or assignments
of interests to any member of the GECC Group, any other agreements entered into
pursuant thereto or in connection therewith or which incorporate any or


                                      -15-
<Page>

all of the terms thereof, and any other related agreements or other documents
including, without limitation, any agreement between any Debtor and any member
of the GECC Group; and (ii) Claims numbers 1703, 1684, 1735, 1727, 1707, 1706,
1705, 1704, 1690, 1689, 1724, 1725, 1732, 1733, 2106, 1773, 1774, 1686, 1688,
1736 , 1681, 1685, 1687, 1734, 1710, 1680 and 1683 Filed in the Cases.

     1.88 "GECC Excess Payments" means one half of all Adequate Protection
Payments made to the GECC Group in excess of $9 million in the aggregate.

     1.89 "GECC Group" means GECC and its participants under the GECC
Agreements, including, without limitation, Bank Leumi Leasing Corp., Imperial
Bank, The Fifth Third Leasing Company, Fleet Capital Corporation, ReliaStar Life
Insurance Company (successor by merger to ReliaStar), Northern Life Insurance
Company and ReliaStar Life Insurance Company of New York, f/k/a ReliaStar
Bankers Security Life Insurance Company.

     1.90 "GECC Group Claims" means all Claims against any Debtor, secured or
unsecured, held by any member of the GECC Group or any predecessor, successor or
assignee in any capacity, whether directly or as assignee, subrogee or
otherwise, including, without limitation, any Claim arising under or relating to
any of the GECC Documents.

     1.91 "Harcourt" means Harcourt General, Inc.

     1.92 "Harcourt Claims" means all Claims against any Debtor, secured or
unsecured, held by Harcourt or any predecessor, successor, assignee, agent or
Affiliate (including, without limitation GCLRA LLC) in any capacity, whether in
its own name, in the name of a third party, as subrogee, as assignee or
otherwise including, without limitation, any Claim under or relating to the
Harcourt Documents and any claim arising out of or relating to Harcourt's
liability, whether as guarantor or otherwise, under or with respect to any lease
under which any Debtor is or was a lessee or to which any Debtor is or was
otherwise a party.

     1.93 "Harcourt Documents" means (i) that certain Amended and Restated
Reimbursement and Security Agreement, dated as of January 26, 1999 by and
between GCX and Harcourt, as same may have been amended, supplemented, restated
or otherwise modified from time to time; and


                                      -16-
<Page>

(ii) the Harcourt Proofs of Claim.

     1.94 "Harcourt Leases" means all leases (other than the Erie Commons,
Summit Park and Midway Mall leases, which shall be deemed not to be Harcourt
Leases): (a) under which Harcourt was the original tenant, is a guarantor or is
otherwise liable for rent upon any default in payment thereof; (b) that have not
yet been rejected or assumed as of December 6, 2001; and (c) that have not
previously been assigned by any of the Debtors to parties other than Affiliates
of the Debtors, whether before or after the Petition Date. Without limiting the
foregoing, all of the Reserved Leases shall be deemed to be Harcourt Leases and
none of the Identified Leases shall be deemed to be a Harcourt Lease. The
Harcourt Leases are identified in Exhibit ____ to the Plan.

     1.95 "Harcourt Proofs of Claim" shall mean any and all proofs of claim
filed by Harcourt (whether timely or untimely or whether filed in its own name,
in the name of a third party, as subrogee, as assignee or otherwise) against any
or all of the Debtors including, without limitation, those proofs of claim
identified in Exhibit 1.89 to the Plan.

     1.96 "Heller" means Heller EMX, Inc.

     1.97 "Heller Claims" means all Claims against any Debtor, secured or
unsecured, held by Heller or any predecessor, successor or assignee in any
capacity, whether directly or as assignee, subrogee or otherwise, including,
without limitation, any Claim arising under or relating to the Heller Documents.

     1.98 "Heller Documents" means (i) that certain Lease and Security Agreement
dated as of October 28, 1999 by and between Heller and GCX, as same may have
been amended, supplemented, restated or otherwise modified from time to time;
and (ii) Claim numbers 1434, 1435, 1436 and 1437 Filed in the Cases.

     1.99 "Holder" means the beneficial owner of any Claim or Interest, which,
in the case of an investment company, shall be the investment company and not
its shareholders, and which in the case of an insurance company, shall be the
insurance company and not its insureds.

     1.100 "Identified Claims" shall mean any and all Claims which refer, relate
or pertain in any way to the Identified Leases.


                                      -17-
<Page>

     1.101 "Identified Leases" means those real property leases identified in
Exhibit ___.

     1.102 "Intercompany Claim" means any Claim held or asserted against any
Debtor by GCX or any GCX Subsidiary.

     1.103 "Intercreditor Agreement" means that certain Intercreditor Agreement
dated as of January 26, 1999 by and between Bank Boston, N.A. (n/k/a Fleet
National Bank, N.A.) as administrative agent for the Domestic Banks, Harcourt
and GCX, as same may have been amended, supplemented, restated, or otherwise
modified from time to time.

     1.104 "Interest" means an equity security or interest of or in any Debtor
within the meaning of Section 101(16) of the Bankruptcy Code, including, without
limitation, any equity interest in any of the Debtors, whether in the form of
common or preferred stock, stock options, warrants, partnership interests,
membership interests, or any other equity security or interest, and includes,
without limitation, any equity interest based on Existing GCX Common Stock or on
any common stock of any other Debtor.

     1.105 "Interim Operating Agreement" means that certain Interim Operating
Agreement dated as of December 6, 2001, entered into by and between AMCE and
GCX.

     1.106 "JV Loan" means any loan made to Hoyts General Cinemas South America
or its subsidiaries that is guaranteed, in whole or in part, by GCX.

     1.107 "JV Loan Purchase" means the purchase by GCX, prior to the Effective
Date, of the GCX JV Loan Portion for no more than eighty seven and one half
percent (87 1/2%) of the face amount of the GCX JV Loan Portion and the release
of any liability of GCX on its guarantee of the JV Loans.

     1.108 "JV Loan Purchase Condition" means the condition of closing provided
at 13.2(iv) of the Plan in respect to the JV Loan Purchase.

     1.109 "Lien" has the meaning given in Section 101(37) of the Bankruptcy
Code.

     1.110 "LOI Hearing" means the date first set for the Bankruptcy Court to
consider approval of certain binding agreements set forth in the AMCE Letter of
Intent including, without limitation, the Termination Fee provided therein.


                                      -18-
<Page>

     1.111 "New AMCE Notes" means newly issued notes added to AMCE's existing
issue of 9.5% Senior Subordinated Notes due 2011 or any other issue of AMCE
Senior Subordinated Notes with materially similar terms, as described in Exhibit
"___" to the Plan.

     1.112 "New AMCE Notes Exchange Option" means the option of Holders of
certain Allowed Claims to elect to receive, in lieu of New AMCE Notes, Cash in
an amount equal to 87.5% of the principal face amount of the New AMCE Notes to
which they would otherwise be entitled.

     1.113 "New AMCE Securities" means, collectively, the New AMCE Stock and the
New AMCE Notes to be distributed under Sections 5.4 through 5.6 of the Plan.

     1.114 "New AMCE Stock" means newly issued shares of AMCE common stock,
valued at the Plan Value.

     1.115 "New GCX Common Stock" means newly issued shares of common stock of
Reorganized GCX, all of which shall be issued by Reorganized GCX to AMCE or its
designee on the Effective Date pursuant to the Plan.

     1.116 "Newly Rejected Lease" means any lease rejected effective on or after
December 6, 2001 other than the Bay Plaza Expansion, Erie Commons, Summit Park
and Midway Mall leases as identified in Exhibit ___ to the Plan.

     1.117 "Option A" means the option of AMCE to waive the JV Loan Purchase
Condition, require GCX to reject the GCX Guaranties (to the extent, if any, that
such guaranty is an executory contract), and have any GCC Guaranty Claims
asserted by the SA Lenders be treated as a Class 6 Claim.

     1.118 "Option B" means the option of AMCE to establish Class 8 under the
Plan and to have Allowed Class 8 Claims treated as set forth in Section 5.8 of
the Plan.

     1.119 "OUST" means the Office of the United States Trustee.

     1.120 "OUST Disputed Fee Resolution Date" means the earlier of (a) the date
upon which the Committee or the Post-Confirmation Committee reaches an agreement
with the OUST regarding the total amount of quarterly fees owing to the OUST
through the Effective Date; (b) the date upon which the OUST agrees upon the
amount of a reserve reasonably necessary to assure the OUST of payment in full
of any and all disputed OUST quarterly fees for the period through and


                                      -19-
<Page>

including the Effective Date; or (c) the date of entry of a Final Order
establishing an adequate reserve for payment of all disputed fees owed, or
allegedly owed to the OUST as quarterly fees for the period through and
including the Effective Date.

     1.121 "Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority, governmental unit, Committee
or other entity of whatever nature.

     1.122 "Petition Date" means the date on which each Debtor filed its
petition for relief under Chapter 11 of the Bankruptcy Code, i.e. October 11,
2000.

     1.123 "Plan" means the Joint Plan of Reorganization as set forth herein,
together with the Schedules and Exhibits thereto and the Plan Documents, as the
same may be amended or modified by the Proponents with the consent of AMCE from
time to time pursuant to the Plan, the Bankruptcy Code or the Bankruptcy Rules.

     1.124 "Plan Documentary Supplement" means a supplement to this Plan,
containing various documents relating to the implementation of the Plan, to be
Filed with the Bankruptcy Court no later than ten (10) business days prior to
the commencement of the Confirmation Hearing, as said supplement may be amended
from time to time at any time prior to the Effective Date by agreement of the
Proponents and AMCE.

     1.125 "Plan Documents" means the Amended and Restated Certificates of
Incorporation or Charters, the Amended and Restated By-Laws, the AMCE
Acquisition Agreement, the Unsecured Stock Trust Agreement and the Stock
Disposition Agreement (if the Unsecured Stock Trust is elected by the
Committee), and any other documents determined by the Proponents and AMCE to be
necessary or advisable to implement the Plan. The Plan Documents shall be in
form and content acceptable to AMCE and the Proponents. Final or near-final
versions of the Plan Documents shall be filed with the clerk of the Bankruptcy
Court as part of the Plan Documentary Supplement as early as practicable (but in
no event later than ten (10) business days prior to the commencement of the
Confirmation Hearing, or on such other date as the Bankruptcy Court may
establish).


                                      -20-
<Page>

     1.126 "Plan Rate" means the interest rate available on ninety (90) day
United States Treasuries on the Effective Date, but in no event greater than
7.0% per annum.

     1.127 "Plan Value," when referencing New AMCE Stock, means the product of
multiplying the applicable number of shares of New AMCE Stock by the per share
value of the New AMCE Stock, valued at the average closing price per share for
the 15 days prior to the Effective Date, subject to a minimum price per share of
$10. The number of shares of New AMCE Stock needed to achieve a specified Plan
Value is calculated by dividing that Plan Value by the per share value of the
New AMCE Stock as so determined.

     1.128 "Post-Confirmation Committee" means the Committee after the Effective
Date, as reconstituted and with the rights and duties set forth in Section __ of
the Plan.

     1.129 "Priority Claim" means any Claim, other than an Administrative Claim
or a Tax Claim, to the extent entitled to priority under Section 507(a) of the
Bankruptcy Code.

     1.130 "Pro Rata" means proportionately, so that with respect to any
distribution in respect of any Allowed Claim, the ratio of (a)(i) the amount of
property distributed on account of such Allowed Claim to (ii) the amount of such
Allowed Claim, is the same as the ratio of (b)(i) the amount of property
distributed on account of all Allowed Claims of the Class or Classes sharing in
such distribution to (ii) the amount of all Allowed Claims in such Class or
Classes.

     1.131 "Professional" means a Person or Entity (a) employed by the Debtors
in Possession or the Committee pursuant to a Final Order in accordance with
Sections 327 and 1103 of the Bankruptcy Code and to be compensated for services
rendered prior to the Effective Date, pursuant to Sections 327, 328, 329, 330
and 331 of the Bankruptcy Code, or (b) for which compensation and reimbursement
has been allowed by the Bankruptcy Court pursuant to Section 503(b) of the
Bankruptcy Code.

     1.132 "Professional Fees" means all Allowed Claims for compensation and for
reimbursement of expenses under Sections 328, 330 and/or 503(b) of the
Bankruptcy Code.

     1.133 "Proponents" shall mean those parties in interest proposing the Plan,
I.E., the Debtors and the Committee.


                                      -21-
<Page>

     1.134 "Reclamation Claim" means any Claim asserted by any Person pursuant
to Section 546(c) of the Bankruptcy Code and applicable state law, relating to
the reclamation of goods that were provided by such Person to the Debtors.

     1.135 "Record Date" means the Confirmation Date or such other date as is
designated in the Confirmation Order.

     1.136 "Reorganized GCX" means GCX on and after the Effective Date.

     1.137 "Reorganized Debtors" means, collectively, all of the Debtors or any
successors thereto by merger, consolidation, acquisition, or otherwise on and
after the Effective Date.

     1.138 "Reserved Leases" means the Springfield, Hollywood Galaxy and
Centennial Lakes theater leases under which one of the Debtors is lessee.

     1.139 "Rights of Action" means any and all claims, demands, rights,
defenses, actions, causes of action, suits, contracts, agreements, obligations,
accounts, defenses, offsets, powers and privileges of any kind or character
whatsoever, known or unknown, suspected or unsuspected, whether arising prior
to, on or after the Petition Date, in contract or in tort, at law or in equity,
or under any other theory of law, held by any of the Debtors against any person
or entity, including but not limited to: (i) rights of setoff, counterclaim, or
recoupment, and claims on contracts or for breaches of duties imposed by law;
(ii) the right to object to Claims; (iii) such claims and defenses as fraud,
mistake, duress and usury and (iv) all Avoidance Rights Of Action.

     1.140 "Schedules" means the schedules of assets and liabilities and list of
equity security holders Filed by the Debtors, as required by section 521(1) of
the Bankruptcy Code, Bankruptcy Rules 1007(a)(3) and (b)(1), and Official
Bankruptcy Form No. 6, as amended from time to time.

     1.141 "Secured Claim" means any Claim, including interest, fees, costs, and
charges to the extent allowable pursuant to Bankruptcy Code section 506(b) and
the Plan, that is secured by a valid and unavoidable Lien on property in which
the Debtors have, or any of them or any Estate has, an interest or that is
subject to recoupment or setoff under Section 553 of the Bankruptcy Code, to the
extent of the value of such Holder's interest in the Debtors', any Debtor's or
any Estate's interest in the property, determined pursuant to Section 506(a) of
the Bankruptcy Code.


                                      -22-
<Page>

     1.142 "State" means any state of the United States of America and shall
include the District of Columbia and Puerto Rico.

     1.143 "Stock Disposition Agreement" means that certain Stock Disposition
Agreement to be entered into by the Unsecured Secured Stock Trustee and AMCE
providing for limitations on and benefits to the Unsecured Stock Trustee in
connection with the trustee's sale of the New AMCE Stock issued with respect to
Class 6 Claims, in the event the Committee elects to establish an Unsecured
Stock Trust.

     1.144 "Tax" means any tax, charge, fee, levy, impost or other assessment by
any federal, state, local or foreign taxing authority, including, without
limitation, income, excise, property, sales, transfer, employment, payroll,
franchise, profits, license, use, ad valorem, estimated, severance, stamp,
occupation and withholding tax. "Tax" shall include any interest or additions
attributable to, or imposed on or with respect to such assessments.

     1.145 "Tax Claim" means any Claim for any Tax to the extent that it is
entitled to priority in payment under Section 507(a)(8) of the Bankruptcy Code.

     1.146 "Unclaimed Property" means all Cash, New AMCE Stock or New AMCE Notes
deemed to be "Unclaimed Property" pursuant to Sections 9.3, 9.4.1 and 9.7 of the
Plan.

     1.147 "Unsecured Claim" means a Claim against any Debtor that is not (a) a
Secured Claim, (b) an Administrative Claim, (c) a Tax Claim or (d) a Priority
Claim.

     1.148 "Unsecured Stock Trust" means a trust to be established for the
benefit of the Holders of Allowed Class 6 Claims, to be funded with the Class 6
Recovery and to be governed by the Unsecured Stock Trust Agreement.

     1.149 "Voting Tabulator" means the entity designated by the Debtors and
retained pursuant to Final Order of the Bankruptcy Court to receive Creditors'
ballots for voting on the Plan.

     OTHER DEFINITIONS.

     Exhibit "__" to the Plan sets forth other defined terms used in the Plan
(in addition to those set forth above), and indicates the section of the Plan in
which such terms are defined.

     RULES OF CONSTRUCTION.


                                      -23-
<Page>

          For purposes of the Plan, (i) whenever from the context it is
appropriate, each term, whether stated in the singular or the plural, shall
include both the singular and the plural; (ii) any reference in the Plan to a
contract, instrument, release, indenture, agreement, or other document being in
a particular form or on particular terms and conditions means that such document
shall be substantially and materially in such form or substantially and
materially on such terms and conditions; (iii) any reference in the Plan to a
document, schedule, or exhibit to the Plan, Plan Documentary Supplement, or
Disclosure Statement Filed or to be Filed means such document, schedule, or
exhibit, as it may have been or may be amended, modified, or supplemented; (iv)
unless otherwise specified, all references in the Plan to articles, sections,
subsections, clauses, paragraphs, schedules, and exhibits are references to
articles, sections, subsections, clauses, paragraphs, schedules, and exhibits of
or to the Plan; (v) the words "herein," "hereof," "hereto," "hereunder," and
others of similar import refer to the Plan as a whole and not to any particular
section, subsection, clause, or paragraph contained in the Plan; (vi) a term
used herein that is not defined herein shall have the meaning ascribed to that
term, if any, in the Bankruptcy Code or Bankruptcy Rules; and (vii) the rules of
construction set forth in section 102 of the Bankruptcy Code shall apply to the
extent such rules are not inconsistent with the express terms of the Plan or any
other provision in this Section I.B.

PLAN DOCUMENTARY SUPPLEMENT.

          Forms or summaries of certain documents referred to herein will be
contained in a separate Plan Documentary Supplement, which the Debtors shall
file with the Bankruptcy Court and amend from time to time with AMCE's consent,
prior to the Effective Date. A copy of the Plan Documentary Supplement may be
obtained from Goodwin Proctor LLP, counsel for the Debtors, at the address set
forth in Section 16.5 of the Plan, upon written request.

EXHIBITS.

          All exhibits to the Plan and all documents contained in the Plan
Documentary Supplement are incorporated into and are a part of the Plan as if
set forth in full herein.


                                      -24-
<Page>

                                    ARTICLE 2

                          ADMINISTRATIVE AND TAX CLAIMS

     2.1 ADMINISTRATIVE CLAIMS.

          2.1.1 DIP FACILITY CLAIMS. On the Effective Date, or as soon
thereafter as practicable, each Holder of a DIP Facility Claim shall receive
payment in full in Cash of the unpaid portion of such DIP Facility Claim. Any
dispute as to any DIP Facility Claim shall be resolved by the Bankruptcy Court
in accordance with the Bankruptcy Code and the Bankruptcy Rules, after notice
and a hearing.

          2.1.2 OTHER ADMINISTRATIVE CLAIMS.

               (i)  PAYMENT GENERALLY.

               Except to the extent that the Holder of an Allowed Administrative
Claim agrees to a different treatment, and subject to the bar dates for
Administrative Claims set forth in the following Sections, the Distribution
Agent shall pay each Allowed Administrative Claim in full, in Cash, on the later
of (i) the Effective Date, (ii) within ten (10) Business Days after the date
such Administrative Claim becomes an Allowed Administrative Claim, or (iii) the
date such Allowed Administrative Claim becomes due according to its terms.
Notwithstanding the foregoing, any Allowed Administrative Claim representing
obligations incurred in the ordinary course of postpetition business by the
Debtors in Possession (including without limitation postpetition trade
obligations and routine postpetition payroll obligations, but excluding any
postpetition tax obligations) shall be paid in full or performed by the
Reorganized Debtors in the ordinary course of business, in accordance with the
terms of the particular obligation.

               (ii) ADMINISTRATIVE CLAIMS BAR DATE:

                    a.   GENERAL ADMINISTRATIVE CLAIMS BAR DATE:

                    All applications for final compensation of Professionals for
services rendered and for reimbursement of expenses incurred on or before the
Effective Date and all other requests for payment of Administrative Claims
incurred before the Effective Date under sections 507(a)(1) or 507(b) of the
Bankruptcy Code (except only for (i) postpetition, ordinary course trade
obligations


                                      -25-
<Page>

and routine postpetition payroll obligations incurred in the ordinary course of
the Debtors' postpetition business, for which no bar date shall apply, and (ii)
postpetition tax obligations, for which the bar date described in the following
Section shall apply) shall be filed with the Bankruptcy Court and served upon
the Reorganized Debtors, the Post-Confirmation Committee and AMCE no later than
sixty (60) days after the Effective Date (the "General Administrative Claims Bar
Date"), unless such date is extended by the Bankruptcy Court after notice to the
Reorganized Debtors. Any such request for payment of an Administrative Claim
that is subject to the General Administrative Claims Bar Date and that is not
filed and served on or before the General Administrative Claims Bar Date shall
be forever barred; any party that seeks payment of Administrative Claims that
(i) is required to file a request for payment of such Administrative Claims and
(ii) does not file such a request by the deadline established herein shall be
forever barred from asserting such Administrative Claims against the Debtors,
the Reorganized Debtors, their estates, or any of their property.

                    b.   ADMINISTRATIVE TAX CLAIMS BAR DATE:

                    All requests for payment of Administrative Claims by a
governmental unit for taxes (and for interest and/or penalties related to such
taxes) for any tax year or period, all or any portion of which occurs or falls
within the period from and including the Petition Date through and including the
Effective Date ("Tax Administrative Claims") and for which no bar date has
otherwise previously been established, must be filed and served on the
Reorganized Debtors, the Post-Confirmation Committee and AMCE on or before the
later of (i) sixty (60) days following the Effective Date; and (ii) 120 days
following the filing of the tax return for such taxes for such tax year or
period with the applicable governmental unit. Any Holder of any Tax
Administrative Claims that is required to file a request for payment of such
taxes and does not file and properly serve such a request by the applicable bar
date shall be forever barred from asserting any such Tax Administrative Claims
against the Debtors, Reorganized Debtors, their estates, or their property.


                                      -26-
<Page>

               (iii) POST-EFFECTIVE DATE PROFESSIONAL FEES AND EXPENSES:

               Any professional fees or reimbursement of expenses incurred by
the Reorganized Debtors subsequent to the Effective Date may be paid by the
Reorganized Debtors without application to the Bankruptcy Court; provided,
however, that the Bankruptcy Court shall retain jurisdiction to resolve any
disputes regarding payment for professional services relating to the
implementation of the Plan or the administration of the Chapter 11 Cases.

     2.2 TAX CLAIMS. Each Person holding a Tax Claim that is an Allowed Claim
shall receive, at the option of Reorganized GCX: (a) payment in Cash in full on
the later of the Effective Date or the date such Tax Claim becomes an Allowed
Claim, or as soon as practicable thereafter; or (b) equal Cash payments
calculated at the Plan Rate, on each Distribution Date, payable in arrears, over
a period not exceeding six (6) years after the date of assessment of such Tax
Claim; or (c) such payments as may be agreed to by such Person and Reorganized
GCX or determined by the Bankruptcy Court. For purposes of distribution under
the Plan, Tax Claims shall include sales taxes related to the GECC Master Lease.
Any Tax Claim that is an Allowed Tax Claim for which any member of the GECC
Group is liable, the payment of which is demanded from such member by the
applicable taxing authority, shall be payable upon the later of the date of such
demand or the Effective Date.

                                    ARTICLE 3

                     CLASSIFICATION OF CLAIMS AND INTERESTS

     3.1 CLASS 1 -- PRIORITY CLAIMS. Class 1 consists of all Priority Claims,
excluding Tax Claims.

     3.2 CLASS 2 -- OTHER SECURED CLAIMS. Class 2 consists of all Secured Claims
other than Secured Claims held by the Banks, the GECC Group, Heller or Harcourt.
Each Class 2 Claim which is an Allowed Claim shall be deemed to be a separate
subclass for voting and confirmation purposes.

     3.3 CLASS 3 -- CLAIMS OF HELLER. Class 3 consists of all Heller Claims.

     3.4 CLASS 4 -- CLAIMS OF THE DOMESTIC BANKS. Class 4 consists of all
Domestic Bank Claims.

     3.5 CLASS 5 -- CLAIMS OF THE GECC GROUP. Class 5 consists of all GECC Group
Claims.

     3.6 CLASS 6 -- UNSECURED CLAIMS. Class 6 consists of all Unsecured Claims
other than: (a) the GCX


                                      -27-
<Page>

Guaranty Claims (unless the Bank Support Agreement Condition is not satisfied or
waived by AMCE and AMCE elects Option A, in which event the GCX Guaranty Claims
will be treated as Class 6 Claims); (b) Domestic Bank Claims; (c) GECC Group
Claims; (d) Heller Claims; (e) Harcourt Claims; (f) Intercompany Claims; and (g)
Convenience Claims. Notwithstanding the foregoing, in the event that Bank
Support Agreement Condition is not satisfied or waived by AMCE and AMCE elects
Option B, Class 6 Claims shall exclude all GCX Unsecured Claims.

     3.7 CLASS 7 -- CONVENIENCE CLAIMS. Class 7 consists of all Convenience
Claims.

     3.8 CLASS 8 -- GCX UNSECURED CLAIMS. Class 8 consists of all GCX Unsecured
Claims and shall only be operative in the event that the Bank Support Agreement
Condition is neither satisfied nor waived by AMCE and AMCE elects Option B.

     3.9 CLASS 9 -- CLAIMS OF HARCOURT. Class 9 consists of all Harcourt Claims.

     3.10 CLASS 10 -- INTERESTS IN GCX. Class 10 consists of all Interests
represented by Existing GCX Common Stock.

     3.11 CLASS 11 -- COMMON STOCK OPTIONS. Class 11 consists of all
outstanding, unexercised options for the acquisition of Existing GCX Common
Stock and all Interests based on such options.

     3.12 CLASS 12 -- INTERCOMPANY CLAIMS. Class 12 consists of all Intercompany
Claims.

     3.13 CLASS 13 -- INTERESTS IN EACH DEBTOR (OTHER THAN GCX). Class 13
consists of all Interests in each of the Debtors other than GCX.

                                    ARTICLE 4

                 IDENTIFICATION OF IMPAIRED CLAIMS AND INTERESTS

     4.1 CLASSES OF CLAIMS AND INTERESTS THAT ARE NOT IMPAIRED. Classes 1, 2, 3,
12 and 13 are not impaired under the Plan.

     4.2 IMPAIRED CLASSES OF CLAIMS AND INTERESTS. All other Classes of Claims
and Interests are impaired under the Plan.

                                    ARTICLE 5

                        TREATMENT OF CLAIMS AND INTERESTS

     The following treatment shall be in full satisfaction and discharge of all
of the Claims


                                      -28-
<Page>

against and Interests in the Debtors:

     5.1 CLASS 1 -- PRIORITY CLAIMS. Each Person holding an Allowed Claim in
Class 1 shall be paid (a) the full amount of such Allowed Claim in Cash on the
later of (i) the Effective Date, (ii) the date such Claim becomes an Allowed
Claim or (iii) the date such Claim becomes payable in accordance with the terms
governing such Claim, or (b) upon such other less favorable terms as may be
agreed to by such Person and Reorganized GCX.

     5.2 CLASS 2 -- SECURED CLAIMS. In respect of each Allowed Class 2 Secured
Claim, the Reorganized Debtor which is liable thereon shall, at the option of
AMCE, either: (a) reinstate such Claim by curing all outstanding defaults, with
all legal, equitable and contractual rights remaining unaltered, except as
permitted by Bankruptcy Code Section 1124(2); (b) pay such Claim in Cash in full
as soon as practicable after the later of the Effective Date or the date such
Claim becomes an Allowed Claim, or such other date to which such Person and
Reorganized GCX agree; (c) distribute to the Holder of such Claim the property
securing such Claim, in which event any Allowed Deficiency Claim of the Holder
shall be entitled to treatment in Class 6; or (d) accord the Person holding such
Claim such other treatment as may be agreed to by such Person and Reorganized
GCX.

     5.3 CLASS 3 -- CLAIMS OF HELLER. As to each Class 3 Claim, Reorganized GCX
will reinstate such Class 3 Claim by curing all outstanding defaults and leaving
all legal, equitable, and contractual rights unaltered, except as permitted by
Bankruptcy Code Section 1124(2); provided, that, at the option of AMCE,
Reorganized GCX shall have the right to pay such Allowed Class 3 Claim in full
in Cash on the Effective Date, or as soon thereafter as practicable, in full
satisfaction of such Allowed Class 3 Claim. For purposes of the foregoing,
Heller shall be deemed to have an Allowed Class 3 Claim in the amount of
$28,408,027 as of December 4, 2001, which amount shall be reduced by that
portion of any Adequate Protection Payments thereafter made to Heller through
the Effective Date which is applied to the principal amount of Heller's Allowed
Class 3 Claim.

     5.4 CLASS 4 -- CLAIMS OF THE DOMESTIC BANKS.


                                      -29-
<Page>

          5.4.1 If and only if the Bank Support Agreement Condition is satisfied
or waived by AMCE and the Domestic Banks vote to accept the Plan, Class 4 Claims
shall receive the following treatment under the Plan (the "Consensual Class 4
Treatment"): For purposes of the Plan, the Domestic Banks shall be deemed to
have Allowed Class 4 Claims in the aggregate amount of $44.6 million. On the
Effective Date, or as soon thereafter as practicable, each Holder of an Allowed
Class 4 Claim will receive New AMCE Notes with a face amount equal to 100% of
its Allowed Class 4 Claim; provided, however, that each Holder of an Allowed
Class 4 Claim may elect to exercise the New AMCE Notes Exchange Option, and
receive Cash in an amount equal to 87.5% of the face amount of the New AMCE
Notes to which it would otherwise be entitled. Whether or not the New AMCE Notes
Exchange Option is exercised, the consideration provided for herein shall be in
full satisfaction of all Allowed Class 4 Claims for all purposes, and without
limiting the foregoing, will be deemed to fully satisfy all Claims and rights of
the Domestic Banks against Harcourt under the Intercreditor Agreement.

          5.4.2 In the event the Bank Support Agreement Condition is not
satisfied or waived by AMCE, the treatment of Class 4 Claims under the Plan
shall be either, at the election of AMCE: (a) On the Effective Date, or as soon
thereafter as practicable, each Holder of an Allowed Class 4 Claim will receive
New AMCE Notes with a face amount equal to one hundred percent (100%) of its
Allowed Class 4 Claim. In the event the Bankruptcy Court determines that the
fair market value (based on the average of the bid and ask prices on the trading
date immediately prior to the Effective Date) of the New AMCE Notes to be
distributed to the Holders of Allowed Class 4 Claims is less than the Allowed
Amount of such Claim, such Holders shall be entitled to receive additional New
AMCE Notes with a fair market value (as determined above) equal to any such
deficiency; or (b) Such alternative treatment (the "Class 4 Alternative
Treatment") as designated by AMCE on or before the AMCE Election Deadline,
provided such Class 4 Alternative Treatment does not require any reduction in
the amount of the consideration that would have been received by the Holders of
Allowed Claims in any other Class absent such Class 4 Alternative Treatment and,
provided further, such Class 4 Alternative Treatment does not have a


                                      -30-
<Page>

material adverse effect on the treatment of any other Class of Claims under the
Plan. The foregoing consideration under either subparagraphs (a) or (b) shall be
in full satisfaction of all Allowed Class 4 Claims for all purposes, and without
limiting the foregoing, will be deemed to fully satisfy all Claims and Rights of
the Domestic Banks against Harcourt under the Intercreditor Agreement.

          5.4.3 AMCE shall have the right to pay Cash to such Holders of Class 4
Claims as it may select in lieu of part of the New AMCE Notes, at 100% of the
principal amount thereof, to the extent that AMCE's current bond indenture
restricts AMCE's ability to issue New AMCE Notes in excess of a certain
aggregate amount.

     5.5 CLASS 5 -- CLAIMS OF THE GECC GROUP. For purposes of the Plan, the GECC
Group shall be deemed to have Allowed Class 5 Claims in the aggregate amount of
$78.3 million less the GECC Excess Payments. Accordingly, all amounts of Allowed
Claims set forth in Sections 5.5.1 through 5.5.3 shall be reduced by a ratable
portion of the GECC Excess Payments.

          5.5.1 On the Effective Date, or as soon thereafter as practicable,
each Holder of an Allowed Class 5 Claim secured by identifiable equipment or
leaseholds (i.e., all members of the GECC Group excluding The Fifth Third
Leasing Company ("Fifth Third") and Bank Leumi Leasing Corp. ("Bank Leumi")),
whose Allowed Class 5 Claims for purposes of the Plan shall be $71.1 million in
the aggregate, will receive the following consideration: (a) New AMCE Notes with
a face amount equal to 90% of its Allowed Class 5 Claim (i.e., approximately $64
million in the aggregate); provided, however, that each such Holder of an
Allowed Class 5 Claim shall have the right to exercise the New AMCE Notes
Exchange Option for the New AMCE Notes to which it would otherwise be entitled
(such that such Holders may exercise the New AMCE Notes Exchange Option to
receive up to approximately $56 million in cash in the aggregate); and (b) New
AMCE Stock with an aggregate Plan Value equal to 4.5% of its Allowed Class 5
Claim (i.e., approximately $3.2 million of aggregate Plan Value).

          5.5.2 On the Effective Date, or as soon thereafter as practicable,
each Holder of an Allowed Class 5 Claim secured by unidentifiable equipment
(i.e., Fifth Third and Bank Leumi), whose Allowed


                                      -31-
<Page>

Class 5 Claims shall not exceed $7.2 million in the aggregate, will receive the
following consideration (a) New AMCE Notes with a face amount equal to 50% of
its Allowed Class 5 Claim (i.e., approximately $3.6 million in the aggregate);
provided, however, that each Holder of an Allowed Class 5 Claim shall have the
right to exercise the New AMCE Notes Exchange Option for the New AMCE Notes to
which it would otherwise be entitled (such that such Holders may exercise the
New AMCE Notes Exchange Option to receive up to approximately $3.15 million in
cash in the aggregate); and (b) New AMCE Stock with an aggregate Plan Value
equal to 22.5% of its Allowed Class 5 Claim (i.e., approximately $1.62 million
of aggregate Plan Value).

          5.5.3 AMCE shall have the right to pay Cash to such Holders of Class 5
Claims as it may select in lieu of part of the New AMCE Notes, at 100% of the
principal amount thereof, to the extent that AMCE's current bond indenture
restricts AMCE's ability to issue New AMCE Notes in excess of a certain
aggregate amount.

     5.6 CLASS 6 -- UNSECURED CLAIMS.

          5.6.1 Each Holder of an Allowed Class 6 Claim will receive New AMCE
Stock with an aggregate Plan Value equal to such Holder's pro rata share of the
sum of (a) the Base Class 6 Recovery plus (b) the Conditional Class 6 Recovery
(if any), each as defined below after payment of, or provision for payment of
actual or anticipated Class 6 Distribution Expenses; PROVIDED, that in no event
shall Holders of Allowed Class 6 Claims receive New AMCE Stock with a Plan Value
in excess of 100% of their Allowed Claims minus the Class 6 Distribution
Expenses.

          5.6.2 The "Base Class 6 Recovery" shall be equal to: (u) $36 million
(plus, if and only if (A) AMCE exercises its rights to require the Debtors to
reject any Newly Rejected Lease and (B) AMCE has been afforded the reasonable
opportunity to renegotiate the terms of any such Newly Rejected Lease prior to
such rejection, 32/45's (or 71.1%) of the Allowed Class 6 Claim of the lessor
arising as a result of such rejection of the Newly Rejected Leases); PLUS (v) to
the extent that any Class 6 Claims are allowed on account of the rejection of
the theatre leases known as Rancho (Unit 422), Galleria (Unit 744), Lincoln Mall
(Unit 870) or Deerfield 8 (Unit 922) (such Allowed


                                      -32-
<Page>

Class 6 Claims being hereinafter referred to in the aggregate as the "Allowed
Designated Lease Claims"), the positive amount (if any) that results from
multiplying (i) the lesser of $1.4 million or the Allowed Designated Lease
Claims, minus (in either case) the amount, if any, which results from
subtracting the aggregate Allowed Class 6 Claims of John Berylson and Michael
Greeley from $4 million and (ii) that fraction, the numerator of which fraction
is the total Plan Value of the New AMCE Stock (plus, if applicable under clause
(b) of the Conditional Class 6 Recovery, the Plan Value of the Top-Up AMCE Stock
and any cash substituted by Harcourt therefor) that would have been distributed
to the holders of Allowed Class 6 Claims had the Allowed Designated Lease Claims
been zero, and the denominator of which is the total amount of the Allowed Class
6 Claims other than the Allowed Designated Lease Claims; PLUS (w) the sum of the
following: (i) the amount by which 87.5% of the face amount of the GCX JV Loan
Portion exceeds the amount which GCX pays to purchase the GCX JV Loan Portion
from the SA Lenders if the Bank Support Agreement Condition is satisfied (and
not waived by AMCE), and GCX purchases the GCX JV Loan Portion from the SA
Lenders (the amount so paid for such purchase being the "Actual JV Loan Purchase
Price"); plus (ii) 50% of the amount by which the Actual JV Loan Purchase Price
exceeds 73.55% of the face amount of the GCX JV Loan Portion. For purposes of
applying the foregoing formulas, the Actual JV Loan Purchase Price shall be
deemed to be 87.5% of the face amount of the GCX JV Loan Portion; PROVIDED,
HOWEVER, that if the Bank Support Agreement Condition is satisfied (and not
waived), and GCX purchases the GCX JV Loan Portion from the SA Lenders, the
Actual JV Loan Purchase Price shall be deemed to be the greater of (a) the
amount which GCX actually pays to purchase the GCX JV Loan Portion, and (b)
73.55% of the face amount of the GCX JV Loan Portion (so that the Plan Value of
the New AMCE Stock to be distributed to the holders of Allowed Class 6 Claims
pursuant to the foregoing clause (w) shall (i) be $1.5 million if the Bank
Support Agreement Condition is not satisfied and GCX does not purchase the GCX
JV Loan Portion from the SA Lenders, and (ii) in no event be less than $1.5
million and in no event be more than $3 million if the Bank Support Agreement
Condition is satisfied (and not waived) and GCX purchases the GCX JV Loan


                                      -33-
<Page>

Portion from the SA Lenders); MINUS (x) the amount (if any) by which the
aggregate amount of the Allowed Deduction Claims exceeds the Deduction Claims
Limit; PLUS (y) the amount (if any) by which the aggregate amount of the Allowed
Deduction Claims is less then the Deduction Claims Limit. All Class 6
Distribution Expenses and all distributions on account of all Allowed
Convenience Claims shall be satisfied from the Class 6 Recovery.

          5.6.3 The "Conditional Class 6 Recovery" shall be equal to the sum of
the following, which shall be conditioned upon occurrence of the conditions
described in clauses (a) and (b) and may therefore be zero: (a) If the JV Loan
Purchase Condition is waived and AMCE elects Option A, AMCE will make available
for distribution on account of the Allowed GCX Guaranty Claims New AMCE Stock
with a Plan Value equal to that fraction of the Allowed GCX Guaranty Claims, the
numerator of which is the total Plan Value of the New AMCE Stock (plus, if
applicable under clause (b) of the Conditional Class 6 Recovery, the Plan Value
of the Top-Up AMCE Stock and any cash substituted by Harcourt therefor) that
would have been distributed to the Holders of Allowed Class 6 Claims had the
Bank Support Agreement Condition not been waived and this provision had not
become effective, and the denominator of which is the total amount of the
Allowed Class 6 Claims other than the Allowed GCX Guaranty Claims. The Plan
Value of such New AMCE Stock distributed with respect to each Allowed GCX
Guaranty Claim shall be applied to reduce the amount of debt outstanding under
the JV Loan to which each Allowed GCX Guaranty Claim relates; PLUS (b) to the
extent any Class 6 Claims are Allowed on account of the rejection of any of the
Identified Leases (any such Allowed Claims being "Allowed Identified Lease
Claims"), Harcourt shall, at its own expense, purchase AMCE Stock in the open
market (or New AMCE Stock if agreed by AMCE) for distribution to the holders of
Allowed Class 6 Claims such that, when added to the New AMCE Stock made
available by AMCE under the Base Class 6 Recovery and any New AMCE Stock to be
distributed under clause (a) above, the AMCE Stock made available by Harcourt is
sufficient to enable holders of Allowed Class 6 Claims other than the holders of
Allowed Identified Lease Claims to receive the same amount of AMCE Stock per
dollar amount of their Allowed Class 6 Claims as they would have received if


                                      -34-
<Page>

the Allowed Identified Lease Claims had not been allowed (the "Top-Up AMCE
Stock"); PROVIDED, that Harcourt may satisfy this obligation by delivering, in
its discretion, either a number of shares of AMCE Stock equal to the Top-Up AMCE
Stock or cash in an amount equal to the market value of the Top-Up AMCE Stock as
of the Effective Date. Except as provided in the preceding clause (b), Harcourt
shall have no responsibility with respect to any distributions to the Holders of
any Allowed Class 6 Claim. The Conditional Class 6 Recovery is intended to
provide for the same treatment to the holders of Allowed Class 6 Claims that are
determined to be such under the conditions described in clauses (a) and (b) of
this paragraph (in terms of the number of shares of AMCE Stock per dollar of
Allowed Class 6 Claims) as other holders of Allowed Class 6 Claims would receive
if the Claims described in clauses (a) and (b) had not become Allowed Class 6
Claims, and the Conditional Class 6 Recovery shall be interpreted accordingly.

          5.6.4 Notwithstanding anything to the contrary contained herein, the
treatment of Allowed Class 6 Claims under the Plan is predicated upon the fact
that all of the Identified Leases (other than the Erie Commons, Summit Park and
Midway Mall leases, which shall be rejected) and all Assigned Leases have been
rejected or have been deemed rejected under section 365(d) of the Bankruptcy
Code on or before February 9, 2001. Accordingly, notwithstanding anything to the
contrary contained herein, the Debtors have rejected all Identified Leases and
all Assigned Leases and neither the Identified Leases nor the Assigned Leases
shall constitute Newly Rejected Leases for the purposes of the Plan.

     5.7 CLASS 7 -- CONVENIENCE CLAIMS

          5.7.1 As soon as practicable following the AMCE Class 6 Distribution
Date, each Holder of an Allowed Convenience Claim shall receive Cash paid from
the Class 6 Recovery (or the proceeds thereof), in an amount equal to seventy
percent (70%) of such Holder's Allowed Convenience Claim. Notwithstanding the
foregoing, if the Convenience Claim Amount exceeds $425,000.00 the Committee may
elect, on or before the Confirmation Date, to eliminate Class 7 of the Plan, in
which event each and every Allowed Convenience Claim shall be treated in all
respects as an


                                      -35-
<Page>

Allowed Class 6 Claim and any election of the Holder thereof to reduce its
Allowed Claim to $500 shall be deemed null and void.

     5.8 CLASS 8 -- GCX UNSECURED CLAIMS

          5.8.1 In the event AMCE elects Option B, on the Effective Date, or as
soon thereafter as reasonably practicable, each Holder of an Allowed Class 8
Claim shall receive New AMC Stock with a Plan Value or, at AMCE's option, Cash,
equal to five percent (5%) of such Holder's Allowed Class 8 Claim; or such other
treatment as AMCE may elect on or before the AMCE Election Deadline, provided
such other treatment: (i) does not require any reduction in the amount of the
consideration that would be received by the Holders of Allowed Claims in any
other Class below that which would have been received had AMCE elected Option A;
and (ii) does not have a material adverse effect on the treatment of any other
Class of Claims as compared to the treatment that would have been received had
AMCE elected Option A.

     5.9 CLASS 9 -- CLAIMS OF HARCOURT.

          5.9.1 On the Effective Date, or as soon thereafter as practicable, in
full satisfaction of Harcourt's Class 7 Claims (i) Harcourt will receive Cash in
an amount equal to $1 million; and (ii) AMCE shall, as to each of the Harcourt
Leases either (a) agree to become a substitute guarantor of such Harcourt Lease
in exchange for the lessor under such Harcourt Lease releasing Harcourt from all
claims thereunder or (b) absent such a release of Harcourt by the applicable
lessor, provide an indemnification to Harcourt against any further liability
related to such Harcourt Lease (which indemnification shall include any and all
costs and liabilities of Harcourt arising after the Effective Date in connection
with a default under such Harcourt Lease, including but not limited to
reasonable fees of counsel, but shall not include any guarantee fee or other
payment that is not based upon actual costs incurred by Harcourt in satisfying
or defending its obligations under the applicable Harcourt Lease). The Harcourt
Leases shall be assumed or assumed and assigned as of the Effective Date,
without any payment or subsidy from Harcourt. No Harcourt Lease shall be
rejected without Harcourt's consent, unless otherwise agreed by AMCE and
Harcourt in connection with the Harcourt Lease renegotiations described below.


                                      -36-
<Page>

          5.9.2 AMCE acknowledges that Harcourt has paid certain Cure Claims
relating to the Plaza at Chapel (Unit 496) and Centennial (Unit 942) leases, and
Harcourt will be reimbursed on the Effective Date for such payments to the
extent such payments would otherwise be required to be paid to such lessors in
connection with the assumption of such leases, in lieu of any Claim with respect
to such Cure Claims by such lessors. Such payment shall be deemed to constitute
a Cure Claim for purposes of calculating Deduction Claims.

          5.9.3 Harcourt shall also be released from all claims of the Domestic
Banks under the Intercreditor Agreement, and the Reimbursement and Security
Agreement described therein shall terminate and be of no further force or
effect.

          5.9.4 AMCE shall use reasonable commercial efforts (which shall not be
interpreted to require AMCE to pay any amount other than its own attorneys'
fees) to renegotiate the Harcourt Leases prior to the Effective Date. Except as
provided in the following sentence, Harcourt shall be entitled to participate in
such renegotiations until the Effective Date, but direction and control of such
renegotiations shall be at AMCE's sole and absolute discretion. Harcourt shall
not be entitled to participate in renegotiation of the Reserved Leases;
PROVIDED, that AMCE shall keep Harcourt reasonably informed with respect to the
status of such negotiations and PROVIDED FURTHER that AMCE shall not seek or
obtain lease concessions on other leases AMCE may have with the lessors under
the Reserved Leases in lieu of lease concessions under the Reserved Leases
without Harcourt's consent. If the renegotiation of any Reserved Lease results
in an agreement with the lessor for a replacement lease or lease buyout within
the time frames set forth below, Harcourt will be entitled to the following: (1)
with respect to each Reserved Lease for which an agreement for a replacement
lease or lease buyout is executed prior to the Effective Date, Harcourt will be
entitled to receive New AMCE Stock with a Plan Value of $250,000 on the
Effective Date; and (11) with respect to each Reserved Lease for which AMCE
received a written proposal from the lessor for a replacement lease or lease
buyout prior to the Effective Date and for which AMCE and such lessor execute an
agreement for a replacement lease or lease buyout within six (6) months after
the Effective Date on terms that are at least as favorable to the lessee (after
taking


                                      -37-
<Page>

into account any payment to Harcourt pursuant to the Plan) as those contained in
such proposal, Harcourt will be entitled to receive New AMCE Stock with a Plan
Value of $250,000 within ten (10) business days following execution of such
post-Effective Date agreement.

          5.9.5 Harcourt agrees that it will work cooperatively with AMCE with
respect to the renegotiation of the Harcourt Leases. Regardless of whether
Harcourt participates in a renegotiation, Harcourt shall receive the net present
value, using a 10% discount rate, of 50% of any rent reductions (net of
inducement payments, if any, paid by AMCE) that are renegotiated prior to the
Effective Date for any of the Harcourt Leases (excluding any rent reductions
that may be part of a replacement lease with respect to a Reserved Lease or a
lease buyout of a Reserved Lease, but otherwise including any rent reduction on
a Reserved Lease). For purposes of the foregoing, a rent reduction will be
deemed to have been renegotiated prior to the Effective Date if either (a) the
rent reduction is documented by an executed and fully effective lease amendment
(a "Harcourt Lease Amendment") prior to or on the Effective Date, or (b)
notwithstanding that a Harcourt Lease Amendment was not obtained by the
Effective Date, (1) the rent reduction was evidenced by a written proposal from
the lessor under the applicable Harcourt Lease prior to the Effective Date and
(2) a Harcourt Lease Amendment is executed within six (6) months following the
Effective Date that includes terms that are at least as favorable to the lessee
(after taking into account any payment to Harcourt pursuant to the Plan) as
those contained in such proposal. Amounts to which Harcourt is entitled under
this paragraph, if any, shall be payable in cash on the later of (1) the
Effective Date, or as soon thereafter as practicable, or (11) the date of
execution of the applicable Harcourt Lease Amendment.

          5.9.6 Furthermore, except for Springfield Mall, Virginia (Unit 867);
Southlake, Indiana (Unit 875); Ford City, Illinois (Unit 940); and Bay Plaza,
New York (Unit 902), AMCE shall not extend the term of any of the leases of
which Harcourt is a guarantor beyond its current term, unless Harcourt is
provided evidence reasonably satisfactory to it that it is not liable, or is
removed, as guarantor of the applicable lease for any such extension period.

          5.9.7 GCX shall also assign to Harcourt, without representation or
recourse, all of GCX's right, title


                                      -38-
<Page>

and interest in, to and under any collateral or security, including without
limitation any letters of credit, guaranties and other security or documents
supporting the non-GCX assignee's or subtenant's liability under any Assigned
Leases under which Harcourt may have contingent liability, whether as a
guarantor, original tenant or otherwise.

          5.9.8 Harcourt's (and its Affiliates') recovery and distribution under
the Plan shall be exclusively as set forth in this treatment of Class 9 Allowed
Claims, and Harcourt (and its Affiliates) shall not be entitled to assert any
Claim in Class 6 or any other Class, whether in its own name, in the name of a
third party, as subrogee, as assignee or otherwise. As of the Effective Date of
the Plan, Harcourt (and its Affiliates) shall be deemed to have withdrawn any
and all proofs of claim asserted against the Debtors in any and all such
capacities, with prejudice.

     5.10 CLASS 10 -- INTERESTS IN GCX.

          5.10.1 Subject to satisfaction of the Class 10 Participation
Conditions (as defined below), a new limited liability company ("New Investments
LLC") will be formed as a business development company under the Investment
Company Act of 1940 (the " 1940 Act") which will acquire from GCC Investments
Inc. ("Investments Inc.") its 99% interest in GCC Investments LLC ("Investments
LLC") and will assume (and indemnify the Debtors, Reorganized Debtors and AMCE
against) any employment, severance or pool payment obligations of Investments
Inc. or GCX to the two investment officers currently managing the investment
portfolio assets. Immediately prior to such acquisition any investment portfolio
assets that are owned by Investments Inc. will be transferred to Investments
LLC, subject to any restrictions on transfers binding on Investments Inc. with
respect to such investments If and only if the Class 10 Participation Conditions
are satisfied, and not otherwise, Holders of Allowed Interests shall receive the
following consideration on the Effective Date, or as soon thereafter as
practicable:

               (i)  Each such Holder shall receive its Pro Rata Share of
$100,000.00 Cash PLUS a percentage to be agreed of the limited liability
interests (the "LLC Interests") of New Investments LLC not exceeding 15% of the
equity of New Investments LLC (the "Class 10 Percentage"). As used herein, "Pro
Rata Share" means the percentage calculated by dividing such holder's Allowed


                                      -39-
<Page>

Common Stock Interest by the aggregate amount of all Allowed Interests; Each
such Holder shall have the right, which shall be assignable to other Holders and
Affiliates, to pro rata participation (together with oversubscription rights) in
a rights offering conducted by and at the expense of New Investments LLC
pursuant to a registration statement (the "Rights Offering") to raise an amount
to be agreed of not less than $12.5 million of additional equity financing for
New Investments LLC (the "Rights Offering Investment"), in consideration for
which the holders who participate in the Rights Offering shall receive an agreed
percentage based upon the amount raised in the Rights Offering of at least 75%
of the equity of New Investments LLC minus the Class 10 Percentage, allocated
proportionately based upon their respective participation in the Rights
Offering. New Investments LLC will use diligent efforts to make the Rights
Offering available to all Holders of Allowed Interests pursuant to an effective
registration statement and will indemnify AMCE and the Debtors against all loss,
damage or expense related to the Rights Offering. If, notwithstanding New
Investment LLC's diligent efforts, such registration statement is not or cannot
reasonably be anticipated to be made effective within thirty (30) days after the
Effective Date, or the Rights Offering cannot be practicably conducted in
compliance with the securities laws, then New Investments LLC at its option may
raise at least $12.5 million through a private placement offering conducted in
compliance with the securities laws (the "Substituted Private Offering").
Regardless of whether the Rights Offering is made pursuant to an effective
registration statement or as a Substituted Private Offering, the Rights Offering
will be made, if at all, by New Investments LLC and not under or pursuant to the
Plan and the Disclosure Statement.

          5.10.2 All LLC Interests will be subject to a typical carried interest
for the benefit of the fund manager of New Investments LLC.

          5.10.3 The remaining equity interests in New Investments LLC will be a
special class of equity interests (the "Preferred LLC Interests") which will be
owned by AMCE, or at AMCE's election, Reorganized GCX or another of AMCE's
designees. The Preferred LLC Interest will be entitled


                                      -40-
<Page>

to receive a distribution priority in an amount equal to the sum of: (x) $5.1
million, plus (y) the aggregate amount of the real property taxes and state
franchise taxes which constitute Administrative Claims and have not been paid as
of August 1, 2001 (not to exceed $700,000 in the aggregate); plus (z) the Plan
Value of the New AMCE Stock which AMCE is required to deliver for the benefit of
holders of Allowed Claims in Class 6 pursuant to Section 5.6.2(v) of the Plan
(the sum of the foregoing amounts being hereinafter referred to as the
"Preferred LLC Priority Amount"). The Preferred LLC Interest will represent a
percentage to be agreed of not more than 25% of the equity of New Investments
LLC, and will further be subject to an option in favor of New Investments LLC to
purchase all, but not less than all, of such Preferred LLC Interests for $6.8
million in Cash within 30 days after the Effective Date. In the event such
option is not exercised, AMCE or its designee shall have the right to put such
Preferred LLC Interests to New Investments LLC after 30 days for such $6.8
million amount. New Investments LLC shall not incur debt or grant liens upon its
assets without the consent of the holders of the Preferred LLC Interests while
they remain outstanding.

          5.10.4 The foregoing description of New Investment LLC is not intended
to be a comprehensive description of the governance and other provisions of the
agreement (the "New Investments LLC Agreement") forming and governing New
Investments LLC and to the extent of any inconsistency between the Plan and the
New Investments LLC Agreement, the New Investments LLC Agreement shall govern.

          5.10.5 If (a) prior to the Confirmation Date, members of the Richard
A. Smith family (the "Smith Family") and any other Holder of an Allowed Interest
(collectively, the "Rights Offering Guarantors") have not guaranteed that at
least the minimum Rights Offering Investment will be raised, (b) the minimum
Rights Offering Investment is not funded, or the Substituted Private Offering in
the same amount is not funded into an escrow account on or before the
Confirmation Date for distribution in accordance with the Plan as of the
Effective Date, or (c) the Holders of Allowed Interests do not vote to accept
the Plan (the "Class 10 Participation Conditions"), the holders of Allowed
Interests shall receive no consideration under the Plan.


                                      -41-
<Page>

          5.10.6 For purposes of the foregoing, all references above to amounts
or percentages that are to be "agreed" shall require the agreement of the Rights
Offering Guarantors.

          5.10.7 Notwithstanding anything to the contrary contained herein, in
the event than any Class of Claims does not accept the Plan, and the Bankruptcy
Court determines that the proposed treatment of Class 10 as set forth herein
violates the provisions of section 1129(b)(2) of the Bankruptcy Code with
respect to the treatment of such nonaccepting Class, the treatment of Class 10
shall be modified in any manner elected by AMCE that will cause the Plan not to
violate the provisions of section 1129(b)(2) of the Bankruptcy Code.

          5.10.8 All Existing GCX Common Stock shall be deemed cancelled on the
Effective Date.

     5.11 CLASS 11 -- COMMON STOCK OPTIONS. On the Effective Date, all existing,
unexercised options to acquire Existing GCX Common Stock shall be cancelled, and
Holders of such options shall not receive or retain any property on account of
such options or any Claim or Interest arising out of or relating to such
options.

     5.12 CLASS 12 -- INTERCOMPANY CLAIMS. At the election of AMCE, and with the
agreement of Reorganized GCX and the applicable Reorganized Debtor, the Debtors,
with respect to each Intercompany Claim that is reflected on the Debtors' books
and records as of the Effective Date, may either (i) eliminate such Intercompany
Claim on the Effective Date either through (a) the declaration of intercompany
dividends and/or contributions to capital, or (b) cancellation of such
Intercompany Claim, or (ii) leave such Intercompany Claim unimpaired, in which
event such Intercompany Claim shall continue in full force and effect
notwithstanding the Confirmation Order and this Plan. Any other Intercompany
Claims that are not reflected on the Debtors books and records as of the
Effective Date shall be deemed to be released as of the Effective Date.

     5.13 CLASS 13 -- INTERESTS IN EACH DEBTOR OTHER THAN GCX. At the election
of AMCE, and with the agreement of Reorganized GCX and the applicable
Reorganized Debtor, the Allowed Interest represented by the common stock of each
Debtor, other than the Existing GCX Common Stock, shall be treated as follows:
(i) the holder of the common stock of such Debtor shall retain such common
stock; or (ii) the common stock of such Debtor shall be cancelled, and 100% of
the new


                                      -42-
<Page>

common stock of such Debtor shall be issued to the existing holder of such
common stock or to such new holder as shall be designated by AMCE.

                                    ARTICLE 6

                         ACCEPTANCE OR REJECTION OF PLAN

     6.1 CLASSES ENTITLED TO VOTE. Classes 1, 2, 3, 12 and 13 are unimpaired and
are conclusively presumed pursuant to Section 1126(f) of the Bankruptcy Code to
have accepted the Plan. Classes 4, 5, 6, 7, 8, 9 and 10 shall be entitled to
vote to accept or reject the Plan. Class 11 is conclusively presumed pursuant to
Section 1126(g) of the Bankruptcy Code to have rejected the Plan.
Notwithstanding the foregoing, in the event the Class 10 Participation
Conditions are not satisfied, Class 10 shall conclusively be presumed pursuant
to Section 1126(g) of the Bankruptcy Code to have rejected the Plan.

     6.2 NONCONSENSUAL CONFIRMATION. In the event that any Class of Claims or
Interests fails to accept the Plan as required by Section 1129(a) of the
Bankruptcy Code, the Proponents will request the Bankruptcy Court to confirm the
Plan in accordance with Section 1129(b) of the Bankruptcy Code. Without
limitation of any of the foregoing, in the event that any Class of Claims or
Interests fails to accept the Plan as required by Section 1129(a) of the
Bankruptcy Code, the Plan may be amended in accordance with Section 15.1 of the
Plan.

                                    ARTICLE 7

                      MEANS FOR IMPLEMENTATION OF THE PLAN

     7.1 ACQUISITION OF GCX BY AMCE. On the Effective Date, pursuant to the AMCE
Acquisition Agreement: (i) all of the Existing GCX Common Stock shall be
cancelled, and 100% of the New GCX Common Stock shall be issued to AMCE or its
designee; (ii) all of the issued and outstanding stock of General Cinema
International, Inc. shall be conveyed to AMCE or its designee; and (iii) all of
the existing issued and outstanding common stock of GCC Investments, Inc. shall
be canceled and 100% of the new common stock of Reorganized GCC Investments Inc.
shall be issued to AMCE or its designee. Thereafter, Reorganized GCX, the other
Reorganized Debtors and their direct and indirect non-Debtor subsidiaries (other
than GCC Investments) shall


                                      -43-
<Page>

be operated as direct and indirect subsidiaries of AMCE, unless otherwise
elected by AMCE; and AMCE shall have no liability for any Claims against or
other liabilities or obligations of the Debtors or any of their non-Debtor
subsidiaries, except for (i) the specific obligations to issue New AMCE
Securities or Cash in lieu thereof as specifically provided under Sections 5.4
through 5.6 of the Plan and (ii) the obligations to Harcourt provided under
Section 5.7 of the Plan. Plan Documents corresponding to the final form of the
transaction under which AMCE will acquire Reorganized GCX shall be filed with
the Clerk of the Bankruptcy Court as a part of the Plan Documentary Supplement.

     7.2 SOURCES OF FUNDS AND OTHER CONSIDERATION UNDER THE PLAN. AMCE shall
deliver all New AMCE Stock and New AMCE Notes (or Cash in lieu thereof), and
Reorganized GCX shall deliver all other Cash required for distributions under
the Plan other than distributions to Holders of Allowed Convenience Claims,
which shall be paid out of the Class 6 Recovery (except that, to the extent that
Reorganized GCX has insufficient Cash for this purpose, AMCE shall provide the
Cash necessary to cover the shortfall) to the Distribution Agent, Class 6
Distribution Agent, or to Persons designated in writing by the Distribution
Agent and Class 6 Distribution Agent. The New AMCE Stock distributable to
the Holders of Allowed Class 6 Claims pursuant to subparagraphs (u) (other than
as a result of the rejection of any Newly Rejected Leases), (w), (x) and/or (y)
of Section 5.6.2 of the Plan (after reserving for Disputed Deduction Claims
pursuant to Section 7.3 of the Plan) shall be delivered by AMCE to the Class 6
Distribution Agent or (if the Committee elects to establish the Unsecured Stock
Trust) to the Unsecured Stock Trustee on the AMCE Class 6 Distribution Date.
AMCE shall distribute to the Class 6 Distribution Agent or (if the Committee has
elected to establish the Unsecured Stock Trust) the Unsecured Stock Trustee any
amounts distributable to the Holders of Allowed Class 6 Claims as a result of
the allowance of Claims on account of Newly Rejected Leases as soon as
practicable, but in any event no more than ten (10) business days after any
Newly Rejected Lease Claim becomes an Allowed Claim. AMCE shall deliver to the
Class 6 Distribution Agent or (if the Committee has elected to established the
Unsecured Stock Trust) the Unsecured Stock Trustee any amounts distributable to


                                      -44-
<Page>

the Holders of Allowed Class 6 Claims pursuant to Sections 5.6.2 (v) or 5.6.3(a)
of the Plan and Harcourt shall deliver to the Class 6 Distribution Agent or (if
the Committee has established the Unsecured Stock Trust) the Unsecured Stock
Trustee any amounts distributable to the Holders of Allowed Class 6 Claims
pursuant to Section 5.6.3(b) of the Plan as soon as practicable, but in any
event no later than ten (10) business days after the Post-Confirmation Committee
indicates in writing that it has completed objections with respect to all
Disputed Class 6 Claims and has calculated the final percentage distribution
received, or to be received by the Holders of Allowed Class 6 Claims, and
provides AMCE with detailed supporting information for such calculation;
provided, however, that if AMCE disputes the Post-Confirmation Committee's
calculation, such distributions shall not be made until ten (10) business days
after such dispute is resolved by the Bankruptcy Court (or pursuant to such
other mechanism as may be agreed to by both the Post-Confirmation Committee and
AMCE). In the event the Committee does not elect to establish the Unsecured
Stock Trust, the Class 6 Distribution Agent may reserve New AMCE Stock with a
Plan Value not to exceed One Million Dollars ($1,000,000) for the payment of
actual or anticipated Class 6 Distribution Expenses and Allowed Convenience
Claims and may sell or otherwise dispose of no more than Twenty-five Thousand
(25,000) shares of such New AMCE Stock in any one week period. New Investments
LLC shall issue and deliver to the Distribution Agent or to Persons designated
in writing by the Distribution Agent all LLC Interests required for
distributions under the Plan.

     7.3 RESERVE FOR DISPUTED DEDUCTION CLAIMS. In calculating the amount of New
AMCE Stock to be distributed by AMCE to the Class 6 Distribution Agent from and
after the Effective Date, to the extent that any Deduction Claims are Disputed
Deduction Claims, the face amount of the Disputed Deduction Claim shall be used
for the proposes of such calculation, and, without respect to each Disputed
Deduction Claim, New AMCE Stock with a Plan Value equal to such face amount will
be withheld by AMCE until such Disputed Deduction Claim becomes an Allowed
Deduction Claim. To the extent that Disputed Deduction Claims become Allowed
Deduction Claims and the Allowed Amount of such Claim is less than the face
amount of such


                                      -45-
<Page>

Claim that was used for purposes of withholding by AMCE, as soon as reasonably
practicable thereafter, AMCE shall make additional distributions of New AMCE
Stock with respect to such difference calculated in accordance with Section 5.6
of the Plan. AMCE shall, at all times, reserve a sufficient number of shares of
New AMCE Stock so as to be able to fully perform its obligations pursuant to
this Section 7.3.

     7.4 RESERVE FOR NEWLY ASSERTED DEDUCTION CLAIMS. In the event that,
following the initial distribution of New AMCE Stock to the Class 6 Distribution
Agent, a Deduction Claim that was not taken into account in making such initial
distribution of New AMCE Stock is filed or otherwise asserted against any
Reorganized Debtor: (i) the Class 6 Distribution Agent or Unsecured Stock
Trustee, as applicable, shall withhold from distribution and reserve New AMCE
Stock with a Plan Value equal to the face amount of such Deduction Claim; and
(ii) upon the entry of a Final Order determining the Allowed Amount of such
Deduction Claim, the Class 6 Distribution Agent or the Unsecured Stock Trustee,
as applicable, shall deliver to AMCE New AMCE Stock with a Plan Value equal to
such Allowed Amount (or, if the Class 6 Distribution Agent or Unsecured Stock
Trustee has insufficient New AMCE Stock to do so, cash in an amount equal to the
difference between such Allowed Amount and the Plan Value of the New AMCE Stock
which is so delivered to AMCE, to the extent still in the possession of the
Class 6 Distribution Agent or Unsecured Stock Trustee).

     7.5 UNSECURED STOCK TRUST. No later than ten (10) business days prior to
the Confirmation Hearing, the Committee may elect to create an Unsecured Stock
Trust on the Effective Date for the purpose of receiving, liquidating and
distributing the Class 6 Recovery to the Holders of Allowed Class 6 Claims. As a
condition to such election by the Committee, the Unsecured Stock Trustee shall
enter into the Stock Disposition Agreement with AMCE in form and substance
reasonably satisfactory to both the Committee and AMCE which shall, among other
things, establish parameters for the orderly liquidation of the New AMCE Stock,
and which agreement shall be Filed as part of the Plan Documentary Supplement.
The terms of the Unsecured Stock Trust shall be governed by an agreement (the
"Unsecured Stock Trust Agreement") and the disposition


                                      -46-
<Page>

of New AMCE Stock distributed to the Unsecured Stock Trust shall be governed by
the Stock Disposition Agreement, both to be filed by the Committee as part of
the Plan Documentary Supplement no later than ten (10) business days prior to
the Confirmation Hearing.

          7.5.1 BENEFICIARIES. The beneficiaries of the Unsecured Stock Trust
shall be the Holders of Allowed Claims in Class 6. The net proceeds allocable to
the Holders of Claims in Class 6 will be distributed by the trustee to the
Persons entitled to such distributions in accordance with the allocation
percentages provided under the Plan. Neither AMCE nor the Reorganized Debtors
shall have any liability or responsibility with respect to such distribution by
the trustee of the Unsecured Stock Trust.

          7.5.2 TRUSTEE. The trustee (the "Unsecured Stock Trustee") of the
Unsecured Stock Trust shall be appointed by the Committee and disclosed no later
than ten (10) days prior to the Confirmation Hearing. The trustee shall be the
exclusive trustee of the assets of the Unsecured Stock Trust for purposes of 31
U.S.C. Section 3713(b) and 26 U.S.C. Section 6012(b)(3). Powers, rights and
responsibilities of the trustee shall be specified in the Unsecured Stock Trust
Agreement and shall include the authority and responsibility to: (a) receive,
manage and liquidate the Class 6 Recovery and deposit sale proceeds in
interest-bearing trust accounts; (b) defend, prosecute and, if appropriate,
compromise claims arising in respect to trust assets; (c) pay taxes or other
obligations incurred by the trust; (d) retain and compensate from the trust
assets, without further order of the Bankruptcy Court, the services of
professionals to advise and assist in the administration, prosecution and
distribution of trust assets, and (e) calculate and implement distributions of
trust assets. Other rights and duties of the trustee and the beneficiaries shall
be as set forth in the Unsecured Stock Trust Agreement.

          7.5.3 FUNDING. The costs of administration of the Unsecured Stock
Trust will be funded from the Class 6 Recovery.

     7.6 SUBSTANTIVE CONSOLIDATION FOR PURPOSES OF CLAIM ALLOWANCE AND PLAN
DISTRIBUTIONS. Each Debtor shall be substantively consolidated with each other
Debtor, nunc pro tunc to the Petition Date, solely for purposes of the allowance
of Claims and distributions under the Plan and of


                                      -47-
<Page>

confirmation, consummation and implementation of the Plan, as follows: On the
Effective Date, nunc pro tunc to the Petition Date, (i) solely for the purposes
of distribution under the Plan, the assets and liabilities of each Debtor shall
be deemed to be the assets and liabilities of all of the Debtors and
consolidated into a single estate; (ii) all guarantees by any Debtor of the
obligations of any other Debtor existing prior to the Effective Date (regardless
whether such guarantee is secured, unsecured, liquidated, unliquidated,
contingent, or disputed) shall be deemed liquidated so that any Claim against
any Debtor and any guarantee thereof executed by any other Debtor, shall be
deemed to be a single obligation of the consolidated Debtors; (iii) any joint
liability (including, but not limited to joint and several liability) of any of
the Debtors with one another shall be deemed to be a single obligation of the
consolidated Debtors; (iv) each and every proof of claim filed or to be filed in
the Cases, shall be deemed filed against the consolidated Debtors, and shall be
deemed a single Claim against and obligation of the consolidated Debtors, as
applicable; and (v) all duplicative claims (identical in both amount and subject
matter) Filed against or deemed Filed against more than one of the Debtors shall
be automatically expunged so that only one Claim survives against the
consolidated Debtors (but in no way shall such surviving Claim be deemed Allowed
by reason of this Section). All Claims based upon guarantees of collection,
payment or performance made by any Debtor as to the obligations of any other
Debtor or of any other Person shall be discharged, released and of no further
force and effect; provided, however, that nothing herein shall affect the
obligations of each of the Debtors under the Plan.

     In addition, each of the Debtors and Reorganized Debtors shall be vested
with equal authority (a) to be heard with respect to the allowance or
disallowance of Claims (except Claims in Class 6) and requests for payment of
Administrative Claims, including but not limited to filing, prosecuting, and
settling objections thereto, (b) subject to the rights vested in the
Post-Confirmation Committee pursuant to Section 10.2 of the Plan, to commence,
prosecute, recover on account of, and settle Rights of Action, and (c) to
enforce the terms of this Plan and the Confirmation Order, including but not
limited to the Debtors' discharge, on behalf of each of the


                                      -48-
<Page>

other Debtors and Reorganized Debtors and their estates. Notwithstanding any
other provisions of this Section 7.6, the substantive consolidation for the
purposes described above shall not affect: (i) the Intercompany Claims and
Interests in the Debtors, which shall be treated as provided in this Plan, or
(ii) the legal and organizational structure of the Debtors, which shall be
maintained, except as otherwise provided in this Plan or as modified following
the Effective Date at the election of Reorganized GCX or AMCE. Notwithstanding
any other provision of this Section 7.6, in the event that AMCE elects Option B,
the foregoing provisions of Section 7.6 shall be applicable to all of the
Debtors except GCX, and GCX shall not be substantively consolidated with any
other Debtor.

     7.7 CORPORATE RESTRUCTURING PROGRAM AND CONTINUED CORPORATE EXISTENCE OF
REORGANIZED DEBTORS.

          7.7.1 On the Effective Date, the Debtors shall implement the Corporate
Restructuring Program that is set forth in the Plan Documentary Supplement, and
made a part of this Plan. Pursuant to the Corporate Restructuring Program,
certain of the Debtor Affiliates either shall (i) be merged into other Debtors
or newly-created Affiliates of the Debtors, (ii) be acquired by other surviving
Debtors or newly-created Affiliates of the Debtors, (iii) transfer some or all
of their assets to other Debtors or newly-created Affiliates of the Debtors, or
(iv) be dissolved, with any assets of such dissolved Debtor transferred to one
or more of the other Debtors or newly-created Affiliates of the Debtors. The
Debtors and Reorganized Debtors are authorized to take whatever corporate, joint
venture, partnership, or limited liability company action is necessary or
advisable in order to accomplish the Corporate Restructuring Program.

          7.7.2 Except as provided for in the Corporate Restructuring Plan, each
of the Debtors shall, as a Reorganized Debtor, continue to exist after the
Effective Date as a separate legal entity, with all powers of a corporation,
limited liability company, joint venture, or partnership, as applicable, under
the laws of their respective states of incorporation, formation, or
organization, and without prejudice to any right to alter or terminate such
existence (whether by merger, acquisition, or otherwise) under such applicable
State law.

     7.8 ISSUANCE OF NEW STOCK.


                                      -49-
<Page>

          7.8.1 On the Effective Date, Reorganized GCX shall be deemed to have
authorized the issuance of the New GCX Common Stock for distribution to AMCE and
Reorganized Investments, Inc. shall be deemed to have authorized the issuance of
new Investment, Inc. common stock to CDI, each in accordance with the Plan,
consistent with the Amended and Restated Certificate of Incorporation or Charter
For Reorganized GCX, Reorganized Investments, Inc. and the other Plan Documents.
All shares of New GCX Common Stock and new Investments Inc. common stock issued
pursuant to the Plan will be, upon such issuance, validly issued, fully paid and
non-assessable.

     7.9 AMENDED AND RESTATED CERTIFICATES OF INCORPORATION OR CHARTERS AND
BYLAWS. As of the Effective Date, the certificates or articles of incorporation
or charter (or document of similar effect with respect to any Reorganized Debtor
that is not a corporation) of each of the Reorganized Debtors shall be the
Amended and Restated Certificates of Incorporation or Charters substantially in
the form of the exemplary documents included in the Plan Documentary Supplement.
The Amended and Restated Certificates of Incorporation or Charters will, among
other provisions, prohibit the issuance of non-voting equity securities to the
extent required by section 1123(a)(6) of the Bankruptcy Code. As of the
Effective Date, the bylaws of each of the Reorganized Debtors that are
corporations shall be the Amended and Restated Bylaws substantially in the form
of the exemplary documents included in the Plan Documentary Supplement. The
Amended and Restated Certificates of Incorporation or Charters and Amended and
Restated Bylaws shall be deemed effective as of the Effective Date by virtue of
the Confirmation Order without the need for any corporate, partnership, limited
liability company, joint venture, director, stockholder, partner, member, or
venturer action.

     7.10 MANAGEMENT/BOARD OF DIRECTORS. On the Effective Date, the operation of
the Reorganized Debtors shall become the general responsibility of the
Reorganized Debtors' newly-constituted Boards of Directors (the "New Boards"),
who shall thereafter have the responsibility for the management and control of
the Reorganized Debtors. As of the Effective Date, the New Boards shall consist
of the individuals to be designated by AMCE, as set forth in the Plan
Documentary Supplement. The initial senior officers of each of the Reorganized
Debtors as of the Effective


                                      -50-
<Page>

Date shall consist of the individuals designated by AMCE, whose names shall be
set forth in the Plan Documentary Supplement. All such directors and senior
officers shall be deemed appointed pursuant to the Confirmation Order without
the need for any corporate action. As of the Effective Date, those directors and
senior officers not continuing in office shall be deemed removed therefrom
pursuant to the Confirmation Order without the need for any corporate action. In
accordance with Section 1129(a)(5) of the Bankruptcy Code, the Proponents shall
disclose no later than ten (10) Business Days prior to the Confirmation Hearing:
(a) the identity and affiliations of any individual proposed to serve, after the
Effective Date, as a director or officer of any of the Reorganized Debtors; and
(b) the identity of any "insider" (as such term is defined in Section 101(31) of
the Bankruptcy Code) who shall be employed and retained by any of the
Reorganized Debtors and the nature of any compensation for such insider.

     7.11 CONTINUATION OF RETIREE BENEFITS. To the extent required by section
1129(a)(13) of the Bankruptcy Code, the Reorganized Debtors shall continue to
pay on and after the Effective Date all retiree benefits (within the meaning of
section 1114 of the Bankruptcy Code), at the level established in accordance
with section 1114 of the Bankruptcy Code, for the duration of the period for
which the Debtors have obligated themselves to provide such benefits. However,
the Reorganized Debtors shall retain all rights they currently have to modify
such plans. Reorganized GCX will continue as plan sponsor of the GC Companies,
Inc. Retirement Plan (effective December 16, 1993); immediately after the
Effective Date.

     7.12 CORPORATE ACTIONS. On the Effective Date, all actions contemplated by
the Plan shall be deemed authorized and approved in all respects (subject to the
provisions of the Plan) by virtue of the entry of the Confirmation Order, in
accordance with the Bankruptcy Code and applicable State law (including but not
limited to section 303 of the Delaware General Corporations Law, to the extent
applicable, and any analogous provision of the business corporation law or code
of each other State in which any Reorganized Debtor is incorporated or
organized) and without any requirement of further action by the stockholders,
directors, or members of the Debtors or the Reorganized Debtors, including,
without limitation, the following: (a) the adoption and the filing


                                      -51-
<Page>

with the Secretary of State of the State of Delaware or other applicable State
of incorporation of the Amended and Restated Certificates of Incorporation or
Charters; (b) the adoption of the Amended and Restated By-Laws; (c) if
applicable, the issuance by Reorganized GCX of the New GCX Common Stock and the
issuance by Reorganized Investments Inc. of the new Investments Inc. common
stock; (d) the cancellation of the Existing GCX Common Stock and the existing
Investments Inc. common stock; (e) the cancellation of intercompany notes and
other instruments evidencing an Allowed Claim in Class 12 or an Allowed Interest
in Class 13 to the extent such cancellation is elected pursuant to Sections 5.12
or 5.13 of the Plan; (f) the execution and the delivery of, and the performance
under, each of the Plan Documents and all documents and agreements contemplated
by or relating to any of the foregoing; (g) the consummation and implementation
of the Corporate Restructuring Program; and (h) the removal of all members of
the respective Boards of Directors of the Debtors and the non-Debtor
subsidiaries and the election of all members of the Boards of Directors of the
Reorganized Debtors designated pursuant to the Plan. All matters provided for
under the Plan involving the corporate structure of the Debtors or Reorganized
Debtors and any corporate action required by the Debtors or by Reorganized
Debtors in connection with the Plan shall be deemed to have occurred and shall
be in effect pursuant to the Bankruptcy Code, without any requirement of further
action by the shareholders or the directors of the Debtors or Reorganized
Debtors. On the Effective Date, the appropriate officers of Reorganized Debtors
are authorized and directed to execute and to deliver the Plan Documents and any
other agreements, documents and instruments contemplated by the Plan or the Plan
Documents in the name and on behalf of Reorganized Debtors.

     7.13 REVESTING OF ASSETS. Except as otherwise provided in the Plan, on the
Effective Date, the property of the Estates of the Debtors shall revest in the
Reorganized Debtors, including but not limited to Rights of Action and any other
claims or rights of action (whether known or unknown, and whether or not
identified in the Schedules or Disclosure Statement) that any of the Debtors or
Reorganized Debtors have asserted or may assert against any other Person. The
Reorganized Debtors may operate their businesses and may use, acquire, and
dispose of property without


                                      -52-
<Page>

supervision by the Bankruptcy Court or the United States Trustee and free of any
restrictions of the Bankruptcy Code or the Bankruptcy Rules. As of the Effective
Date, all property of the Reorganized Debtors shall be free and clear of all
Claims, Liens, encumbrances, and other interests of creditors and Holders of
Interests, except as otherwise expressly provided herein.

     7.14 CLOSING OF CASES. Except as set forth below with respect to GCT, and,
under certain circumstances, GCX, all of the Cases will be closed as of the
Effective Date (and, to the extent necessary, this Plan shall be deemed a motion
requesting the closing of the Cases in accordance with this Section 7.13 of the
Plan), or as soon thereafter as reasonably practicable; PROVIDED FURTHER, that
GCT will move to close its case promptly when requested to do so by the
Post-Confirmation Committee after resolution of all Disputed Deduction Claims,
Disputed Class 6 Claims and Disputed Class 7 Claims; and (but only if Option B
is exercised by AMCE) the GCX Case will be closed promptly after resolution of
all Disputed Class 8 Claims. Upon the closing of the Case of a Reorganized
Debtor, all rights vested in such Reorganized Debtor under this Plan (including
but not limited to the rights to object to or otherwise be heard with respect to
Claims and requests for payment of Administrative Claims, to commence,
prosecute, recover on account of, or settle Rights of Action, and to enforce the
terms of this Plan and the Confirmation Order, including but not limited to the
Debtors' discharge and the injunction provisions of this Plan), shall vest in
each Reorganized Debtor that has not closed its Case.

     7.15 CANCELLATION OF NOTES, INSTRUMENTS, COMMON STOCK, PREFERRED STOCK AND
STOCK OPTIONS. On the Effective Date, except as otherwise provided in the Plan:
(i) the Domestic Bank Documents, the Harcourt Documents and the Intercreditor
Agreement; and (ii) all Interests in GCX shall be canceled, and the obligations
of the Debtors thereunder shall be discharged.

                                    ARTICLE 8

                    EXECUTORY CONTRACTS AND UNEXPIRED LEASES

     8.1 ASSUMPTION GENERALLY. Effective upon the Effective Date, each executory
contract and unexpired leases of the Debtors listed on the Schedule of Assumed
Contracts to be Filed and served by the Debtors at least twenty (20) days prior
to the Confirmation Hearing (including,


                                      -53-
<Page>

without limitation, the Harcourt Leases) (collectively, "Assumed Contracts and
Leases" and, individually, an "Assumed Contract or Lease") shall, at the
election of AMCE, be assumed by the Debtor in Possession which is party thereto
or lessee thereunder or shall be assumed and assigned to another Reorganized
Debtor or to an AMCE Affiliate (including, without limitation, as part of the
Corporate Restructuring Program). In the event that AMCE elects to have the
Debtor in Possession which is a party to or lessee under an Assumed Contract or
Lease assume and assign such Assumed Contract or Lease, notice of such proposed
assumption and assignment shall be given to the non-Debtor party no later than
thirty (30) days prior to the Confirmation Hearing. Absent such notice given
with respect to an Assumed Contract or Lease, AMCE shall be deemed to have
elected to have such Assumed Contract or Lease assumed, but not assumed and
assigned, by the Debtor in Possession which is party thereto, and, on the
Effective Date, such Debtor, as Reorganized Debtor, shall be deemed to have
assumed such Assumed Contract or Lease. The assumption, or assumption and
assignment, of any Assumed Contracts or Leases pursuant to the provisions of
this Section 8.1 shall be only to the extent that such Assumed Contracts or
Leases constitute executory contracts and unexpired leases within the meaning of
section 365 of the Bankruptcy Code. Inclusion of a matter in the Schedule of
Assumed Contracts does not constitute an admission by the Debtors, Debtors in
Possession, Committee or AMCE that (i) such matter is an executory contract or
unexpired lease within the meaning of section 365 of the Bankruptcy Code, (ii)
the Debtors must assume such matter in order to continue to receive or retain
rights, benefits, or performance thereunder or that any Claim under such matter
must be paid or default cured if it is not an executory contract or unexpired
lease, or (iii) such matter is a valid contract or lease. Any contract or lease
assumed, or assumed and assigned, pursuant to this Plan shall be assumed, or
assumed and assigned, as previously amended or otherwise modified by the parties
thereto, whether before or after the Petition Date. To the extent that the
Bankruptcy Court or any other court of competent jurisdiction determines, either
before, on, or after the Effective Date, that any agreement in the form of a
lease of real or personal property identified for assumption in this Article 8
of the Plan, is, in fact, a secured transaction, the


                                      -54-
<Page>

resulting secured indebtedness arising from such determination (and any
Deficiency Claims relating thereto) shall be treated in accordance with the
applicable section of the Plan. Each executory contract and unexpired lease
assumed or assumed and assigned pursuant to this Article 8 by any Debtor shall
revest in and be fully enforceable by the Debtor which assumed it, as
Reorganized Debtor (in the case of an assumed contract or lease), or by the
assignee (in the case of an assumed and assigned contract or lease) in
accordance with its terms, except as modified by the provisions of the Plan, any
order of the Bankruptcy Court authorizing and providing for its assumption or
assumption and assignment, or applicable federal law.

     8.2 ASSUMPTION OF DOCUMENTS SUPPLEMENTARY TO EXECUTORY CONTRACTS. Each
executory contract and unexpired lease of the Debtors which is assumed pursuant
to the Plan shall include: (i) modifications, amendments, supplements,
restatements, or other agreements made directly or indirectly by any agreement,
instrument, or other document that in any manner affects such executory contract
or unexpired lease, irrespective of whether such agreement, instrument, or other
document is listed in the Schedule of Assumed Contracts or in the Schedules; and
(ii) executory contracts appurtenant to the premises listed on such Schedule of
Assumed Contracts, Schedules, or other document, including all easements,
licenses, permits, rights, privileges, immunities, options, rights of first
refusal, powers, uses, usufructs, reciprocal easement agreements, vault, tunnel
or bridge agreements or franchises, and any other interest in real estate or
rights IN REM to such premises, unless any of the foregoing agreements are
rejected in accordance with Section 8.6 of the Plan.

     8.3 CURE CLAIM AMOUNTS. The Schedule of Assumed Contracts specifies the
amount ("Cure Claim Amount"), if any, that the Debtors believe must be tendered
on the Effective Date, in order to provide cure and compensation in accordance
with sections 365(b)(1)(A) & (B) of the Bankruptcy Code with respect to each
matter listed on such Schedule. In the event that any party to a contract or
lease listed on the Schedule of Assumed Contracts contends that the Cure Claim
Amount does not correctly set forth the amount that must be paid under sections
365(b)(1)(A) and (B) in order to assume or assume and assign such contract or
lease (such amount being the


                                      -55-
<Page>

"Required Cure Payment"), such party must file with the Bankruptcy Court and
serve upon counsel for the Debtors, the Committee, and AMCE a written statement
and an accompanying affidavit in support thereof specifying the amounts
allegedly owing as the Required Cure Payment no later than ten days before the
commencement of the Confirmation Hearing. Failure timely to file and serve such
statement shall result in the determination that the Reorganized Debtors' tender
of the Cure Claim Amount, as specified in the Schedule of Assumed Contracts,
shall provide full cure and compensation for any and all defaults and unpaid
obligations under such assumed or assumed and assigned executory contract or
unexpired lease, and that no other amounts are owing thereunder as of the
Confirmation Date. The Debtors, the Committee and AMCE reserve the right to
respond to and challenge any objection filed by any party to an executory
contract or unexpired lease under this Section. To the extent the Debtors, the
Committee or AMCE disagree with any objection filed by any party to an executory
contract or unexpired lease under this paragraph, any disputes as to the amount
of the Required Cure Payment shall be resolved by a Final Order, which Final
Order specifying the Required Cure Payment may be entered after the Effective
Date. Each Required Cure Payment shall be made on the later of (i) thirty (30)
days after the Effective Date, or as soon thereafter as is practicable, (ii)
resolution by a Final Order of any dispute with respect to the amount of such
Required Cure Payment, or (iii) at such time as may otherwise be agreed by the
parties to any particular contracts or leases.

     8.4 APPROVAL OF ASSUMPTIONS AND ASSUMPTIONS AND ASSIGNMENTS. Subject to the
occurrence of the Effective Date, the Confirmation Order (except as otherwise
provided therein) shall constitute an order of the Bankruptcy Court approving
(a) the assumption or assumption and assignment of executory contracts and
unexpired leases by the Reorganized Debtors as provided for in this Plan
pursuant to section 365 of the Bankruptcy Code effective as of the Effective
Date, without penalty of any kind and (b) to the extent not subject to a timely
objection as set forth in Section 8.2 hereof, the Cure Claim Amounts set forth
in the Schedule of Assumed Contracts pursuant to section 365 of the Bankruptcy
Code, effective as of the Effective Date. The assumption or


                                      -56-
<Page>

assumption and assignment, as applicable, of any executory contract or unexpired
lease under the Plan shall be authorized notwithstanding the existence of any
cross-default provision or other provision in such contract or lease that
conditions the right of the Debtors or the obligations of the non-debtor parties
on (i) the insolvency or financial condition of any of the Debtors or any of
their affiliates, or (ii) performance under any other contract or agreement. Any
breach, default, or failure to perform under any contract or agreement that is
not assumed, or assumed and assigned, by the Debtors shall in no way constitute
grounds to terminate the Debtors', Reorganized Debtors', or any of their
assignees' rights under any contract or lease that is assumed, or assumed and
assigned, under this Plan, or excuse non-performance by the other party to such
contract or lease, or otherwise affect, modify, or reduce the rights of the
Debtors, Reorganized Debtors, or their assignees under such assumed, or assumed
and assigned, contract or lease.

     8.5 OBJECTIONS TO ASSUMPTION OR ASSUMPTION AND ASSIGNMENT OF EXECUTORY
         CONTRACTS AND UNEXPIRED LEASES.

          8.5.1 Any party objecting to a Debtor's proposed assumption or
assumption and assignment of an executory contract or unexpired lease based on a
lack of adequate assurance of future performance or on any ground other than the
adequacy of the Cure Claim Amount set forth in the Schedule of Assumed
Contracts, shall file and serve a written objection to the assumption of such
contract or lease within the same deadline and in the same manner established
for filing objections to Confirmation of this Plan. Failure to file and serve an
objection within the time period set forth above shall constitute the non-Debtor
party's consent to the assumption and revestment or assumption and assignment of
those contracts and leases, including an acknowledgment that the proposed
assumption or assumption and assignment satisfies all requirements of Bankruptcy
Code section 365 (other than as to the Required Cure Payment).

          8.5.2 If any party files an objection to assumption or assumption and
assignment based on any ground other than the adequacy of the Cure Claim Amount
set forth in the Schedule of Assumed Contracts, and the Bankruptcy Court
ultimately determines that the applicable Debtor cannot


                                      -57-
<Page>

assume or assume and assign the executory contract or unexpired lease or that
the applicable Debtor or assignee cannot provide adequate assurance of future
performance as proposed or in any modified proposal submitted by the Debtors or
Reorganized Debtors or proposed assignee, then the unexpired lease or executory
contract shall automatically thereupon be deemed to have been excluded from the
Schedule of Assumed Contracts and shall be rejected pursuant to Section 8.6
hereof, subject to any rights AMCE may have under the AMCE Letter of Intent or
the AMCE Acquisition Agreement based on such rejection.

          8.5.3 To the extent that any objections to the Cure Claim Amounts set
forth in the Schedule of Assumed Contracts are timely filed and served and such
objections are not resolved by the Debtors and the objecting parties, the
Bankruptcy Court shall resolve such disputes at a hearing to be held at a date
to be determined by the Bankruptcy Court at the Confirmation Hearing. The
resolution of such disputes shall not affect the Debtors' assumption or
assumption and assignment of the contracts or leases that are subject of such
dispute but rather shall affect only the amount of the Required Cure Payment
that the Debtors must pay in order to assume or assume and assign such contract
or lease.

     8.6 EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO BE REJECTED.

          8.6.1 Effective as of, and subject to the occurrence of, the Effective
Date, all executory contracts and unexpired leases that exist between the
Debtors and any other entity that have not previously been assumed or rejected
and that are not listed on the Schedule of Assumed Contracts including, but not
limited to, all executory contracts and unexpired leases listed on the Schedule
of Rejected Contracts to be Filed and Served by the Debtors at least twenty (20)
days prior to the commencement of the Confirmation Hearing shall be rejected as
of the Effective Date. The Debtors may amend the Schedule of Assumed Contracts
with the consent of AMCE at any time prior to the Confirmation Hearing by Filing
such amendment with the Bankruptcy Court and serving it on parties directly
affected by the amendment, in which event the Schedule of Assumed Contracts, as
so amended, shall constitute the "Schedule of Assumed Contracts" for purposes of
the Plan.


                                      -58-
<Page>

          8.6.2 The Confirmation Order shall constitute an order of the
Bankruptcy Court approving such rejections on the Confirmation Date, pursuant to
section 365 of the Bankruptcy Code, effective as of the Effective Date. To the
extent that a matter that provides the Debtors with property rights does not
constitute an executory contract or unexpired lease, rejection shall not
constitute an abandonment by the Debtors of such property rights. Any non-Debtor
party to an executory contract or unexpired lease identified for rejection as
provided herein may, within the same deadline and in the same manner established
for filing objections to Confirmation, file any objection thereto. Failure by
any such non-Debtor party to file any such objection within the time period set
forth above shall constitute a consent to the rejection by such non-Debtor
party.

     8.7 BAR DATE FOR REJECTION DAMAGES. If the rejection of an executory
contract or unexpired lease pursuant to Section 8.5 above gives rise to a Claim
by the other party or parties to such contract or lease, such Claim, to the
extent that it is timely filed and is an Allowed Secured Claim, shall be
classified in Class 2, and to the extent that it is timely filed and is an
Allowed Unsecured Claim, shall be classified in Class 6; provided, however, that
in either event any Claim arising out of the rejection of an executory contract
or unexpired lease shall be forever barred and shall not be enforceable against
the Debtors, the Reorganized Debtors, their Affiliates, their successors or
estates, or their properties, and shall not be entitled to any distribution
under the Plan, unless a proof of claim for such Claim is filed and served on
the Debtors or Reorganized Debtors within thirty (30) days after the earlier of
(a) the date of entry of the first order of the Bankruptcy Court approving the
rejection of the executory contract or unexpired lease, or (b) the Confirmation
Date.

     8.8 INDEMNIFICATION AND CERTAIN OTHER RIGHTS OF DIRECTORS, OFFICERS AND
EMPLOYEES. Notwithstanding any other provision of the Plan, the obligations of
the Debtors or Reorganized Debtors to indemnify any Person or Entity serving at
any time on or prior to the Effective Date as one of their directors, officers
or employees by reason of such Person's or Entity's service in such capacity, or
as a director, officer or employee of any other corporation or legal entity, to
the extent provided in any certificate of incorporation, by-law, or other
similar constituent document


                                      -59-
<Page>

or by statutory law or written agreement with the Debtors, (collectively, the
"Indemnity Obligations") shall be limited to the extent of coverage therefor
under GCX's existing Directors and Officers Insurance Policy (the "D&O Policy"),
as augmented by any "tail coverage" (the "Tail Coverage") purchased with respect
to such D&O Policy on or before the Effective Date, the premium cost for which
shall be funded by AMCE in an amount not to exceed $350,000. In no event will
the cost of the Tail Coverage be funded or paid for by the Debtors and the
amount of the premium relating to the Tail Coverage will not be deemed to be a
Deduction Claim. In addition, the rights of the officers and directors of GCX
who are serving as such as of December 6, 2001, under the existing by-laws of
GCX shall be preserved against Reorganized GCX to the extent of their right to
advancement of legal fees and expenses under such by-laws up to an aggregate
maximum amount of $250,000 for all individuals, claims and occurrences (subject
to replenishment by any reimbursement received by Reorganized GCX from any
source). Except to the extent specifically preserved by this Section 8.8, all
Indemnity Obligations shall be fully and completely discharged as of the
Effective Date and shall be of no further force and effect following the
Effective Date.

     8.9 GCT PROGRAMS. Without acknowledging any legal obligation to do so, the
Reorganized Debtors intend to honor all gift certificates, VIP Program Vouchers
and discount tickets issued by the Debtors for use in domestic theaters, to the
extent such were issued in accordance with applicable law and are otherwise
valid. Notwithstanding the foregoing, neither AMCE nor the Reorganized Debtors
are assuming any liability under the Plan with respect to the issuance of such
gift certificates, VIP Program Vouchers or discount tickets.

     8.10 CERTAIN COMPENSATION AND BENEFIT PROGRAMS. The Reorganized Debtors
will honor the Debtors' obligations under the Debtors' court-approved employee
retention programs as follows: (a) December 28, 2000 Preliminary Order on
Debtors' Motion to (i) Assume Executory Contracts with Certain Employees; (ii)
Make Certain Severance Payments in the Ordinary Course of Business; and (iii)
Honor Retention Obligations in the Ordinary Course of Business; (b) March 16,
2001 Order Authorizing the Debtors to Assume Senior Executive Agreements, as
Amended;


                                     -60-
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(c) March 16, 2001 Order Authorizing Debtors to Amend Exhibit C to the Motion to
(i) Assume Executory Contracts with Certain Employees; (ii) Make Certain
Severance Payments in the Ordinary Course of Business; and (iii) Honor Retention
Obligations in the Ordinary Course of Business and (d) October 16, 2001 Order
Authorizing Debtors to Extend Enhanced Severance Benefits.

                                    ARTICLE 9

                                  DISTRIBUTIONS

     9.1 DISTRIBUTIONS TO DISTRIBUTION AGENT. In the event that the Reorganized
Debtors do not serve as the Distribution Agent for distributions to be made to
holders of Claims other than Class 6 Claim the Reorganized Debtors or AMCE, as
the case may be, shall transmit or cause to be transmitted to the Distribution
Agent sufficient Cash and New AMCE Securities to enable the Distribution Agent
to make all distributions under this Plan other than the distributions to be
made to holders of Class 6 Claims. No later than ten (10) days prior to the
First Class 6 Distribution Date, AMCE shall distribute to the Class 6
Distribution Agent New AMCE Stock having a Plan Value equal to that which would
be required if no Newly Rejected Leases were rejected, calculated in accordance
with Section 7.3, above. At such time as the Allowed Amount of all Claims
arising out of the rejection of the Newly Rejected Leases has been established,
AMCE shall transmit to the Class 6 Distribution Agent additional New AMCE Stock
having a Plan Value equal to the amount by which the total Plan Value of the New
AMCE Stock to which Class 6 is entitled under the terms of the Plan, exceeds the
Plan Value of all New AMCE Stock previously distributed to the Class 6
Distribution Agent.

     9.2 DISTRIBUTIONS.

          9.2.1 DISTRIBUTION AGENT. The Distribution Agent shall be responsible
for all distributions required to be made by the Reorganized Debtors under the
Plan, except for distributions to Holders of Class 6 Claims. Reorganized GCX may
act as the Distribution Agent. The Post-Confirmation Committee shall select the
Class 6 Distribution Agent, which may be the trustee of the Unsecured Stock
Trust, who shall be responsible for all distributions required to be made to


                                      -61-
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Holders of Class 6 Claims. The Distribution Agent and Class 6 Distribution Agent
may employ one or more sub-agents on such terms and conditions as they may agree
in their discretion. Reorganized GCX and the trustee of the Unsecured Stock
Trust, as applicable, shall not be required to provide any bond in connection
with the making of any distributions pursuant to the Plan. However, if the
Distribution Agent is any Person other than Reorganized GCX or the trustee of
the Unsecured Stock Trust, such Person shall be required to provide such bond on
terms and in an amount to be approved by the Bankruptcy Court. All costs and
expenses incurred in connection with distributions and administration of the
Plan other than with respect to Class 6 thereof, including, without limitation,
the fees and expenses, if any, of the Distribution Agent and professionals and
sub-agents employed by the Distribution Agent, shall be borne by the Reorganized
GCX. All Class 6 Distribution Expenses shall be satisfied from the sale by the
Class 6 Distribution Agent, as and when necessary, of the New AMCE Stock and
AMCE Stock (or from cash in lieu thereof paid by Harcourt) otherwise
distributable pursuant to the Plan to the Holders of Allowed Class 6 Claims.

          9.2.2 DATES OF DISTRIBUTIONS. Any distribution required to be made on
the Effective Date shall be deemed timely if made as soon as practicable after
such date and, in any event, within thirty (30) days after such date. Any
distribution required to be made upon a Claim becoming an Allowed Claim (other
than an Allowed Class 6 Claim ) or Interest becoming an Allowed Interest shall
be deemed timely if made as soon as practicable after the Claim or Interest has
become Allowed. Distributions to Holders of Allowed Class 6 Claims shall be made
on one or more Class 6 Distribution Dates. The Class 6 Distribution Agent shall
only make distributions to the Holders of Allowed Class 6 Claims after
establishing an adequate reserve (the "Class 6 Expense Reserve") to satisfy the
actual and anticipated Class 6 Distribution Expenses.

          9.2.3 MANNER OF DISTRIBUTION. Monetary distributions may be made in
Cash, by wire transfer or by a check drawn on a domestic bank. Distribution of
New AMCE Securities and New GCC Investments Preferred Stock shall be made by the
issuance and delivery of such securities.

          9.2.4 LIMITATION ON LIABILITY. Neither the Debtors, the Reorganized
Debtors, the Committee, the Post-


                                      -62-
<Page>

Confirmation Committee, AMCE nor any of their respective employees, officers,
agents, or professional or Affiliates shall be liable for (i) any acts or
omissions (except for gross negligence or willful misconduct) in connection with
implementing the distribution provisions of this Plan and the making or
withholding of distributions pursuant to the Plan, or (ii) any change in the
value of distributions made pursuant to the Plan resulting from any delays in
making such distributions in accordance with the Plan's terms (including but not
limited to any delays caused by the resolution of Disputed Claims or the
determination of Deduction Claims).

     9.3 OLD INSTRUMENTS AND SECURITIES.

          9.3.1 SURRENDER AND CANCELLATION OF INSTRUMENTS AND SECURITIES. As a
condition to receiving any distribution pursuant to the Plan, each Person
holding any stock, note or other instrument or security (collectively
"Instruments or Securities" and individually an "Instrument or Security")
evidencing an existing Claim or Interest against or in a Debtor must surrender
such Instrument or Security to the Distribution Agent or Class 6 Distribution
Agent, as applicable.

          9.3.2 RIGHTS OF PERSONS HOLDING OLD INSTRUMENTS AND SECURITIES. As of
the Effective Date, and whether or not surrendered by the holder thereof: (a)
all Existing GCX Common Stock and all other Instruments and Securities
evidencing any Claims or Interests (except for the Common Stock of the Debtors
other than GCX) shall be deemed automatically cancelled and deemed void and of
no further force or effect, without any further action on the part of any
person, and any Claims or Interests under or evidenced by such Existing GCX
Common Stock or other Instruments or Securities (other than Common Stock of the
Debtors other than GCX) shall be deemed discharged. Until the Persons holding,
or having a beneficial interest in, such Instruments or Securities as of the
Record Date or their lawful successors and assigns surrender such Instruments or
Securities, or otherwise comply with Section 9.4.1 of the Plan, such Persons
shall have no rights (and such Instruments or Securities shall evidence no
rights) except to surrender such Instruments or Securities, or otherwise comply
with such Section, and to receive in exchange therefor the distributions to
which such Persons are entitled pursuant to the provisions of Article 5 of the
Plan. The obligations of the Debtors under any agreements relating


                                      -63-
<Page>

to such Instruments and Securities shall be deemed rejected, cancelled and
terminated as of the Petition Date. All options to purchase any stock of GCX
shall be deemed rejected, cancelled and terminated as of the Petition Date.

          9.3.3 CANCELLATION OF LIENS. Except as otherwise provided in the Plan,
any Lien securing any Secured Claim shall be deemed released and discharged, and
the Person holding such Secured Claim shall be authorized and directed to
release any collateral or other property of the Debtors (including, without
limitation, any cash collateral) held by such Person and to take such actions as
may be requested by the Reorganized Debtors to evidence the release of such
Lien, including, without limitation, the execution, delivery and filing or
recording of such releases as may be requested by Reorganized Debtors at the
sole expense of Reorganized Debtors.

     9.4 DE MINIMIS DISTRIBUTIONS AND FRACTIONAL SHARES. No Cash payment of less
than ten dollars ($10) shall be made by the Reorganized Debtors, the
Distribution Agent or the Class 6 Distribution Agent to any holder of Claims
unless a request therefor is made in writing to the Reorganized Debtors or the
Distribution Agent or, in the case of an Allowed Class 6 Claim, the Class 6
Distribution Agent. No fractional shares of New AMCE Common Stock shall be
distributed; any entity that otherwise would be entitled to receive a fractional
share distribution under this Plan shall instead receive an amount of shares
rounded down to the next whole number. In lieu of issuing any New AMCE Note in a
denomination of less than $1,000, AMCE may elect to pay, to the Person which
would otherwise have been entitled to receive such New AMCE Note, Cash in the
principal amount of such New AMCE Note that would otherwise have been issued.
Whenever payment of a fraction of a cent would otherwise be called for, the
actual payment shall reflect a rounding down of such fraction to the nearest
whole cent. Any cash, securities or other property that is not distributed as a
consequence of this section shall, after the last distribution on account of
Allowed Claims in the applicable Class, be treated as "Unclaimed Property" under
the Plan.

     9.5 COMPLIANCE WITH TAX REQUIREMENTS. The Distribution Agent and Class 6
Distribution Agent shall comply with all withholding and reporting requirements
imposed by federal, state or local


                                      -64-
<Page>

taxing authorities in connection with making distributions pursuant to the Plan.
In connection with each distribution with respect to which the filing of an
information return (such as an Internal Revenue Service Form 1099 or 1042) or
withholding is required, the Distribution Agent or Class 6 Distribution Agent,
as applicable, shall file such information return with the Internal Revenue
Service and provide any required statements in connection therewith to the
recipients of such distribution, or effect any such withholding and deposit all
moneys so withheld to the extent required by law. Notwithstanding any other
provision of this Plan, the Distribution Agent or Class 6 Distribution Agent, as
applicable, by written demand may require any Holder of an Allowed
Administrative Claim, an Allowed Claim, or other recipient of a distribution
under this Plan to provide the Distribution Agent or Class 6 Distribution Agent
with such information as is reasonably necessary for the Distribution Agent or
Class 6 Distribution Agent to comply with all applicable withholding and
reporting requirements. Such information, if demanded by the Distribution Agent
or Class 6 Distribution Agent, shall be provided to the Distribution Agent or
Class 6 Distribution Agent in advance of, and as a condition to, receiving any
distribution under this Plan. In addition, with respect to any Person from whom
a tax identification number, certified tax identification number or other tax
information required by law to avoid withholding has not been received, the
Distribution Agent or Class 6 Distribution Agent, as applicable, may, at its
sole option, withhold the amount required and distribute the balance to such
Person or decline to make such distribution until the information is received.

     9.6 DELIVERY OF DISTRIBUTIONS. Except as provided in Section 9.7 with
respect to Unclaimed Property, distributions to holders of Allowed Claims and
Allowed Administrative Claims shall be distributed by mail as follows: (1) with
respect to each Holder of an Allowed Claim that has filed a proof of claim, at
the address for such holder as maintained by the official claims agent for the
Debtors; (2) with respect to each holder of an Allowed Claim that has not filed
a proof of claim, at the address reflected on the Schedules filed by the
Debtors, provided, however, that if the Debtors, the Reorganized Debtors, the
Distribution Agent or Class 6 Distribution Agent, as applicable, have received a
written notice of a change of address for such holder, the address set


                                      -65-
<Page>

forth in such notice shall be used; or (3) with respect to each Holder of an
Allowed Administrative Claim, at such address as the holder may specify in
writing.

     9.7 UNDELIVERABLE DISTRIBUTIONS. If the distribution of Cash, New AMCE
Securities or New GCC Investments Preferred Stock to the Holder of any Allowed
Claim, Allowed Interest or Allowed Administrative Claim is returned to the
Reorganized Debtors or the Distribution Agent or Class 6 Distribution Agent as
undeliverable (any such distribution being hereinafter referred to as "Unclaimed
Property"), no further distribution shall be made to such Holder unless and
until the Reorganized Debtors, the Distribution Agent or the Class 6
Distribution Agent, as applicable, is notified in writing of such Holder's then
current address. Subject to the remainder of this Section and Sections 9.8,
Unclaimed Property shall remain in the possession of the Reorganized Debtors or
the Distribution Agent or Class 6 Distribution Agent pursuant to this Section
9.7, and shall be set aside and (in the case of Cash) held in a segregated
interest-bearing account (as to Cash Unclaimed Property)to be maintained by the
Distribution Agent or Class 6 Distribution Agent, as applicable, until such time
as the subject distribution becomes deliverable. Nothing contained in the Plan
shall require the Reorganized Debtors, Distribution Agent or Class 6
Distribution Agent to attempt to locate such Person.

     9.8 DISPOSITION OF UNCLAIMED PROPERTY. If the Person entitled thereto
notifies the Reorganized Debtors, Distribution Agent, or Class 6 Distribution
Agent, as applicable, of such Person's claim to the distribution of Unclaimed
Property within nine (9) months following the Effective Date, the Unclaimed
Property distributable to such Person, together with any interest or dividends
earned thereon, shall be paid or distributed to such Person on the next
Distribution Date. Any Holder of an Allowed Claim or Allowed Administrative
Claim that does not assert a claim in writing for Unclaimed Property held by the
Reorganized Debtors, the Distribution Agent or Class 6 Distribution Agent within
nine (9) months after the Effective Date shall no longer have any claim to or
interest in such Unclaimed Property, and shall be forever barred from receiving
any distributions under this Plan or otherwise from the Reorganized Debtors, the
Distribution Agent or the Class 6 Distribution Agent. In such cases any property
held for distribution on


                                      -66-
<Page>

account of such Claims or Administrative Claims other than New AMCE Stock held
for distribution to Class 6 shall be retained by the Reorganized Debtors or AMCE
as follows: pursuant to Bankruptcy Code section 347(b), any undistributed Cash
shall be the property of the Reorganized Debtors, any undistributed New AMCE
Notes or New AMCE Stock shall be the property of AMCE (and may be cancelled by
AMCE), free from any restrictions thereon, and such undistributed Cash or
securities shall not be subject to the unclaimed property or escheat laws of any
State or other governmental unit. If such Unclaimed Property consists of any
distribution for any Persons holding Class 6 Claims, such Distribution shall
become the property of and be distributed to the other Persons holding Allowed
Class 6 Claims on a Pro Rata basis.

     9.9 VOTING OF UNDELIVERED NEW AMCE COMMON STOCK. In connection with any
election or other vote by the holders of AMCE Stock, any shares of New AMCE
Stock that have not been delivered pursuant to this Plan (including but not
limited to any shares held by the trustee of the Unsecured Stock Trust), shall
be deemed voted in the same proportion as those shares of AMCE Stock (whether or
not it is New AMCE Stock) that have been voted with respect to the particular
election or other vote.

     9.10 SETOFF. The Distribution Agent and Class 6 Distribution Agent may, but
are not required to, set off against any Claim and the distribution to be made
pursuant to the Plan in respect of such Claim, any claims of any nature which
Debtors may have had against the holder of such Claim. Neither the failure by
the Debtors, the Distribution Agent or Class 6 Distribution Agent to effect such
a setoff nor the allowance of any Claim shall constitute a waiver or a release
of any claim which the Debtors or Reorganized Debtors may have against the
Holder of a Claim.

     9.11 RECORD DATE. Interests represented by Existing GCX Common Stock must
be of record as of the Record Date to be eligible for the treatment of Class 10
Interests under the Plan. As of the close of business on the Record Date, the
transfer ledgers for the Existing GCX Common Stock as maintained by, or on
behalf of, GCX shall be closed and there shall be no further registrations or
other changes in the holders of record of such securities on such transfer
ledgers. Reorganized GCX, and the transfer agents or registrars, as the case may
be, shall have no obligation to


                                      -67-
<Page>

recognize any transfer of Existing GCX Common Stock occurring thereafter.

                                   ARTICLE 10

                       LITIGATION AND OBJECTIONS TO CLAIMS

     10.1 PRESERVATION OF RIGHTS OF ACTION AND DEFENSES. Except to the extent
such Rights of Action and defenses are expressly and specifically released or
modified in connection with the Plan, (i) any and all Rights of Action and
defenses accruing to the Debtors or their Estates (including, without
limitation, Avoidance Rights of Action) shall remain assets of and vest in the
Reorganized Debtors, which shall be the representative of the Estate within the
meaning of 11 U.S.C. Section 1123(b)(3), whether or not litigation relating
thereto is pending on the Effective Date, and whether or not any such Rights of
Action or defenses have been Scheduled or otherwise listed or referred to in
this Plan, the Disclosure Statement, or any other document filed with the
Bankruptcy Court, and (ii) except to the limited extent provided in Section
10.2, neither the Debtors nor the Reorganized Debtors waive, relinquish, or
abandon (nor shall they be estopped or otherwise precluded from asserting) any
Right of Action or defense that constitutes property of the Debtors' estates:
(a) whether or not such Right of Action or defense has been listed or referred
to in the Schedules, this Plan, the Disclosure Statement, or any other document
filed with the Bankruptcy Court, (b) whether or not such Right of Action or
defense is currently known to the Debtors, and (c) whether or not a defendant in
any litigation relating to such Right of Action or defense filed a proof of
claim in the Chapter 11 Cases, filed a notice of appearance or any other
pleading or notice in the Chapter 11 Cases, voted for or against this Plan, or
received or retained any consideration under this Plan. Without in any manner
limiting the scope of the foregoing, notwithstanding any otherwise applicable
principle of law or equity, including, without limitation, any principles of
judicial estoppel, res judicata, collateral estoppel, issue preclusion, or any
similar doctrine, the failure to list, disclose, describe, identify, or refer to
a Right of Action or defense, or potential Right of Action or defense, in the
Debtors' Schedules, this Plan, the Disclosure Statement, or any other document
filed with the Bankruptcy Court shall in no manner waive, eliminate, modify,
release, or alter the Reorganized Debtors' right to


                                      -68-
<Page>

commence, prosecute, defend against, settle, and realize upon any Rights of
Action or defenses that any of the Debtors or Reorganized Debtors have or may
have as of the Confirmation Date. The Reorganized Debtors may commence,
prosecute, defend against, recover on account of, and settle all Rights of
Action and defenses in their sole discretion in accordance with what is in the
best interests, and for the benefit, of the Reorganized Debtors.

     10.2 OBJECTIONS TO CLAIMS AND OTHER RIGHTS OF ACTION. Notwithstanding the
foregoing, from and after the Effective Date, the Post-Confirmation Committee
shall act as the exclusive estate representative within the meaning of 11 U.S.C.
Section 1123(b)(3) for the sole and limited purpose of objecting to the
allowance of any Class 6 Claim. The Post-Confirmation Committee shall also have
the non-exclusive power and authority to object to the Allowance of any
Deduction Claims. The Post-Confirmation Committee shall be vested with and have
exclusive standing to assert all Rights of Action that may be asserted as a
defense or setoff to the allowance of any Class 6 Claim or Deduction Claim,
including without limitation Avoidance Rights of Action and any defenses that
may be asserted under 11 U.S.C. Section 502(d), for the limited purpose of
seeking disallowance of any Class 6 Claim or Deduction Claim, but may not seek
any affirmative recovery against any Person with respect to any Rights of Action
without the consent of Reorganized GCX (and any such affirmative recovery shall
be property of the Reorganized Debtors); and, subject to the foregoing
limitations, the Post-Confirmation Committee may assert, prosecute, settle,
release, sell, assign, otherwise transfer or compromise objections to Class 6
Claims in its sole discretion and may settle or otherwise comprise any Deduction
Claims with the consent of the Reorganized Debtors, not to be unreasonably
withheld. Unless another date is established by order of the Bankruptcy Court or
the Plan, any objection to a Claim shall be filed with the Bankruptcy Court and
served on the Person holding such Claim within one hundred and twenty (120) days
after the later of the Effective Date or the filing of a proof of claim for such
Claim. The Post-Confirmation Committee shall have the right to petition the
Bankruptcy Court, without notice or a hearing, other than notice and an
opportunity to be heard to Reorganized GCX and AMCE, for an extension of such
date if a complete review of all Claims cannot be


                                      -69-
<Page>

completed by such date.

     10.3 TREATMENT OF DISPUTED CLAIMS.

          10.3.1 NO DISTRIBUTION PENDING ALLOWANCE. If any portion of a Claim is
a Disputed Claim, no payment or distribution provided for under the Plan shall
be made on account of the portion of such Claim that is a Disputed Claim unless
and until such Disputed Claim becomes an Allowed Claim.

          10.3.2 DISTRIBUTION AFTER ALLOWANCE. On the next Distribution Date
following the date on which a Disputed Claim becomes an Allowed Claim, the
Distribution Agent or Class 6 Distribution Agent, as applicable, shall
distribute to the Person holding such Claim any Cash or New AMCE Securities that
would have been distributable to such Person if such Claim had been an Allowed
Claim on the Effective Date.

          10.3.3 RESERVES FOR DISPUTED CLAIMS. In the event that Disputed Claims
are pending, the Distribution Agent or Class 6 Distribution Agent, as
applicable, shall establish reasonable reserves for such Disputed Claims and the
aggregate property to be distributed to holders of Allowed Claims on any
Distribution Date shall be adjusted to reflect such reserves. The Distribution
Agent or Class 6 Distribution Agent may move the Bankruptcy Court for approval
of its determination to reserve certain amounts. AMCE shall have no liability or
obligation with respect to the adequacy of such reserves and, except to the
extent that Reorganized GCX serves as Distribution Agent, Reorganized GCX shall
have no liability or obligation with respect to the adequacy of any such
reserves.

                                   ARTICLE 11

                          EFFECTS OF PLAN CONFIRMATION

     11.1 DISCHARGE OF DEBTORS. The rights afforded in the Plan and the
treatment of all Claims and Interests therein shall be in exchange for, and in
complete satisfaction, discharge, and release of, any and all Claims and
Interests of any nature whatsoever, including any interest, fees, or penalties
accrued on or relating to such Claims whether before or after the Petition Date,
against the Debtors and the Debtors in Possession, or any of their assets or
properties. Except as otherwise provided herein, (i) on the Effective Date, the
Debtors and Reorganized Debtors shall


                                      -70-
<Page>

be deemed discharged and released to the fullest extent permitted by section
1141 of the Bankruptcy Code from all Claims and Interests, including, but not
limited to, demands, liabilities, Claims, and Interests that arose before the
Confirmation Date and all debts of the kind specified in sections 502(g),
502(h), or 502(i) of the Bankruptcy Code, whether or not: (a) a proof of claim
or proof of interest based on such Claim, debt or Interest is filed or deemed
filed pursuant to section 501 of the Bankruptcy Code, (b) a Claim or Interest
based on such debt or interest is allowed pursuant to section 502 of the
Bankruptcy Code, or (c) the holder of a Claim or Interest based on such debt or
interest has accepted the Plan or has made an appearance in the Cases; and (ii)
all persons and entities (including, but not limited to, States and other
governmental units) shall be deemed precluded from asserting against the
Reorganized Debtors, their successors, or their assets or properties any other
or further Claims or Interests based upon any act or omission, transaction, or
other activity of any kind or nature that occurred prior to the Confirmation
Date. The Confirmation Order shall act as a discharge of any and all Claims
against and all debts and liabilities of the Debtors, as provided in sections
524 and 1141 of the Bankruptcy Code, and such discharge shall void any judgment
against the Debtors at any time obtained to the extent that it relates to a
Claim discharged.

     11.2 INJUNCTION. Except as otherwise expressly provided in the Plan, the
documents executed pursuant to the Plan, or the Confirmation Order, on and after
the Effective Date, all persons and entities who have held, currently hold, or
may hold a debt, Claim, or Interest discharged pursuant to the terms of the Plan
(including but not limited to States and other governmental units, and any State
official, employee, or other entity acting in an individual or official capacity
on behalf of any State or other governmental units) shall be deemed permanently
enjoined from taking any of the following actions on account of any such
discharged debt, Claim, or Interest: (1) commencing or continuing in any manner
any action or other proceeding against the Debtors, the Reorganized Debtors,
their successors, or their property; (2) enforcing, attaching, executing,
collecting, or recovering in any manner any judgment, award, decree, or order
against the Debtors, the Reorganized Debtors, their successors, or their
property; (3) creating, perfecting, or enforcing


                                      -71-
<Page>

any lien or encumbrance against the Debtors, the Reorganized Debtors, their
successors, or their property; (4) asserting any set off, right of subrogation,
or recoupment of any kind against any obligation due the Debtors, the
Reorganized Debtors, their successors, or their property; and (5) commencing or
continuing any action, in any manner, in any place that does not comply with or
is inconsistent with the provisions of this Plan. Any person or entity injured
by any willful violation of such injunction shall recover actual damages,
including costs and attorneys' fees, and, in appropriate circumstances, may
recover punitive damages from the willful violator.

                                   ARTICLE 12

                RELEASES, INJUNCTIONS AND LIMITATION OF LIABILITY

     12.1 RELEASE BY DEBTORS.

          12.1.1 From and after the Effective Date, AMCE (and its officers,
directors, employees and other agents, advisors, attorneys and accountants,
successors or assigns) (collectively, the "Releasees") shall be released by the
Debtors, Debtors in Possession and their respective direct and indirect
subsidiaries from any and all Rights of Action, including without limitation all
claims (as defined in Section 101(5) of the Bankruptcy Code), obligations,
suits, judgments, damages, rights, causes of action and liabilities whatsoever,
whether known or unknown, foreseen or unforeseen, contingent or fixed,
liquidated or unliquidated, existing or hereafter arising, in law, equity or
otherwise, that any Debtor, Debtor in Possession or any of their respective
direct or indirect subsidiaries is entitled to assert in its own right or on
behalf of the Holder of any Claim or Interest or other Person, based in whole or
in part upon any act or omission, transaction, agreement, event or other
occurrence taking place on or prior to the Effective Date.

          12.1.2 From and after the Effective Date, the Holders of Allowed Class
6 Claims shall be released by the Debtors and their respective subsidiaries from
any and all Avoidance Rights of Action, known or unknown, that any Debtor or any
of their respective subsidiaries is entitled to assert in its own right or on
behalf of the Holder of any Claim or Interest or other Person, based in whole or
in part upon any act or omission, transaction, agreement, event or other
occurrence taking place on or prior to the Petition Date, except to the extent
such Avoidance Rights of Action may


                                      -72-
<Page>

be asserted as a defense or offset to the allowance of any Claim or as grounds
for disallowance or subordination under 11 U.S.C. Section 502(d) or otherwise.

     12.2 CERTAIN MUTUAL RELEASES. On and after the Effective Date, each of: (i)
the Debtors, the Reorganized Debtors, their subsidiaries and their Affiliates;
on the one hand; and (ii) each of the officers, directors and employees of the
foregoing who were such as of December 6, 2001, on the other hand, for good and
valuable consideration, shall automatically be deemed to have released one
another unconditionally and forever from any and all Claims, obligations,
rights, suits, damages, causes of action, Avoidance Rights of Action, remedies
and liabilities whatsoever, whether liquidated, or unliquidated, fixed or
contingent, matured or unmatured, known or unknown, foreseen or unforeseen,
existing or hereafter arising, in law, equity or otherwise, that any of the
foregoing entities would have been legally entitled to assert in their own
right, whether individually or collectively, based in whole or in part upon any
act or omission, transaction, agreement, event or other occurrence taking place
on or before the Effective Date, relating in any way to the Debtors, the
Reorganized Debtors, the Cases, the Plan, the Disclosure Statement, or any
related agreements, instruments or other documents, except for Claims arising:
(i) under Sections 8.8 or 8.10 of the Plan; or (ii) arising after the Petition
Date in the ordinary course of business and constituting Administrative Claims.
In furtherance of the foregoing, the Confirmation Order will constitute an
injunction permanently enjoining the commencement or prosecution by any entity,
whether directly, derivatively, or otherwise, of any Claim, demand, liability,
obligation, debt, right, cause of action, interest, remedy released or to be
released pursuant to the Plan, against the foregoing Persons and entities. Any
officer, director or employee who objects to granting the release provided for
in this Section 12.2 may, by giving written notice of such objection prior to
the Confirmation Date, elect to be excluded from the operation of this Section
12.2, in which event such officer or director shall neither be released, nor be
deemed to have granted a release, under this Section 12.2.

     12.3 INJUNCTIONS AND STAYS. Unless otherwise provided in the Plan or the
Confirmation Order, all injunctions and stays provided for in the Cases pursuant
to Sections 105 and 362 of the


                                      -73-
<Page>

Bankruptcy Code or otherwise in effect on the Confirmation Date, shall remain in
full force and effect until the Effective Date. From and after the Effective
Date, all Persons are permanently enjoined from, and restrained against,
commencing or continuing in any court any suit, action or other proceeding, or
otherwise asserting any Claim or Interest, seeking to hold (a) any of the
Reorganized Debtors, (b) the property of any of the Reorganized Debtors, or (c)
any of the Persons released under this Plan (or their respective officers,
directors, employees and other agents, advisors, attorneys and accountants,
successors or assigns) liable for any claim, obligation, right, interest, debt
or liability that has been discharged or released pursuant to Sections 11.1,
12.1 or 12.3 of the Plan. Each Person holding a claim or interest jointly
against a Debtor and a non-Debtor subsidiary of GCX, by virtue of the acceptance
by such Person of any Distribution or consideration given under the Plan, is
permanently enjoined from, and restrained against, commencing or continuing in
any court any suit, action or other proceeding, or otherwise asserting any claim
or interest, seeking to hold a non-Debtor subsidiary of GCX liable for any
claims obligation, right, interest, debt or liability.

     12.4 NO LIABILITY FOR SOLICITATION OR PARTICIPATION. As specified in
section 1125(e) of the Bankruptcy Code, entities that solicit acceptances or
rejections of the Plan and/or that participate in the offer, issuance, sale, or
purchase of securities offered or sold under the Plan, in good faith and in
compliance with the applicable provisions of the Bankruptcy Code, shall not be
liable, on account of such solicitation or participation, for violation of any
applicable law, rule, or regulation governing the solicitation of acceptances or
rejections of the Plan or the offer, issuance, sale, or purchase of securities.

     12.5 LIMITATION OF LIABILITY. Effective as of the Effective Date, none of
the Debtors, Reorganized Debtors, the Committee, AMCE, the GECC Group or
Harcourt nor any of their respective members, officers, directors, employees and
other agents, advisors, attorneys and accountants shall have or incur any
liability to any Holder of any Claim or Interest or any other Person for any act
or omission in connection with or arising out of the negotiation, preparation
and pursuit of confirmation of the Plan, the Disclosure Statement, the
consummation of the Plan, the


                                      -74-
<Page>

administration of the Plan, the Cases or the property to be distributed under
the Plan except for (a) liability based on the timely performance of obligations
under the Plan; and (b) liability based on willful misconduct or gross
negligence as finally determined by the Bankruptcy Court. Each of the Debtors,
the Reorganized Debtors, the Committee, AMCE, the GECC Group, Harcourt (and
their respective officers, directors, employees and other agents, advisors,
attorneys and accountants) shall be entitled to rely, in every respect, upon the
advice of counsel with respect to their duties and responsibilities under the
Plan.

     12.6 WAIVER OF SUBORDINATION RIGHTS. On the Effective Date, each Person
holding a Claim or Interest shall be deemed (a) by virtue of the acceptance of
the Plan by the requisite majority in number and amount of members in its Class,
(b) by virtue of the acceptance or deemed acceptance of the Plan by such Person,
or (c) by the acceptance by such Person of any distribution made or
consideration given under the Plan, to have waived and relinquished any and all
rights arising under the Intercreditor Agreement, any subordination agreements
or applicable law, including, without limitation, Section 510 of the Bankruptcy
Code, to the payment or distributions of consideration made or to be made under
the Plan to any other Person holding a Claim against, or an Interest in, any
Debtor or more than one of the Debtors.

     12.7 LIMITED RELEASES BY HOLDERS OF CLAIMS AND INTERESTS. On and after the
Effective Date, each Holder of a Claim or Interest who has accepted the Plan, in
exchange for, among other things, such Holder's distribution under the Plan,
shall be deemed to have released unconditionally each of the Debtors, their
subsidiaries, their Affiliates, and the agents, officers, directors, partners,
members, professionals and agents of the foregoing (and the officers, directors,
partners, members, professionals and agents of each thereof), from any and all
Claims, obligations, rights, suits, damages, Causes of Action, remedies and
liabilities whatsoever, whether liquidated or unliquidated, fixed or contingent,
matured or unmatured, known or unknown, foreseen or unforeseen, existing or
hereafter arising, in law, equity or otherwise, that such Person or Entity would
have been legally entitled to assert (whether individually or collectively),
based in whole or in part upon any act or omission, transaction, agreement,
event or other occurrence taking


                                      -75-
<Page>

place on or before the Effective Date in any way relating or pertaining to the
Debtors, the Cases, the Plan, the Disclosure Statement, or any related
agreements, instruments or other documents, except: (i) for Claims arising under
the Plan and (ii) for Claims arising after the Petition Date in the ordinary
course of business. In furtherance of the foregoing, the Confirmation Order will
constitute an injunction permanently enjoining the commencement or prosecution
by any entity, whether directly, derivatively or otherwise, of any Claim,
demand, liability, obligation, debt, right, Cause of Action, interest or remedy
released or to be released pursuant to the Plan against the foregoing Persons
and Entities. Notwithstanding the foregoing, this Section 12.7 shall not apply
to any Holder of an Interest in the event the Class 10 Participation Conditions
are not satisfied.

     12.8 ENFORCEABILITY OF RELEASES. Notwithstanding anything contained herein
to the contrary, the foregoing release provisions of this Section 12 with
respect to the release of non-Debtor third parties shall be enforced only to the
extent permitted by applicable bankruptcy and non-bankruptcy law.

                                   ARTICLE 13

                  CONDITIONS TO CONFIRMATION AND EFFECTIVENESS

     13.1 CONDITIONS PRECEDENT TO PLAN CONFIRMATION. The following are
conditions precedent to confirmation of the Plan:

          13.1.1 An order of the Bankruptcy Court authorizing and approving the
Interim Operating Agreement shall have been entered by January 15, 2002, or such
later date as may be acceptable to AMCE.

          13.1.2 On or prior to January 15, 2002, the Bankruptcy Court shall
have entered an order approving certain binding agreements set forth in the AMCE
Letter of Intent including, without limitation, the Termination Fee provided
therein.

          13.1.3 AMCE shall not have terminated its obligations under the AMCE
Letter of Intent in accordance with Section 3(f) thereof.

          13.1.4 The Bankruptcy Court shall have entered one or more orders, in
form and substance satisfactory to AMCE, which shall be in full force and effect
and not stayed and which shall:


                                      -76-
<Page>

               (i)  decree that the Plan and the Confirmation Order shall
supersede any Bankruptcy Court orders issued prior to the Effective Date that
are inconsistent therewith;

               (ii) authorize the implementation of the Plan in accordance with
its terms, including, without limitation, the execution and delivery of the
agreements and instruments entered into pursuant to the Plan (including, without
limitation, each of the Plan Documents);

               (iii) subject to Section 16.9 of the Plan, issue the injunction
and authorize the issuance of the releases and exculpations as set forth in the
Plan, effective as of the Effective Date;

               (iv) decree that, on the Effective Date, the transfers of assets
by the Debtors contemplated by the Plan (i) are or will be legal, valid and
effective transfers of property, (ii) vest or will vest in the transferee good
title to such property free and clear of all Claims, Interests and Liens, except
those provided for in the Plan or the Confirmation Order, (iii) do not or will
not constitute fraudulent conveyances under any applicable law and (iv) do not
and will not subject the Debtors, Reorganized Debtors or property so transferred
to any liability by reason of such transfer under applicable law or any theory
of law including, without limitation, any theory of successor or transferee
liability; and

               (v)  confirm the Plan and authorize its implementation in
accordance with its terms.

     13.2 CONDITIONS PRECEDENT TO PLAN EFFECTIVENESS. The following shall be
conditions precedent to the effectiveness of the Plan and the occurrence of the
Effective Date.

               (i)  The orders referred to in Section 13.1, including, without
limitation, the Confirmation Order, shall be Final Orders.

               (ii) All agreements and instruments contemplated by, or to be
entered into pursuant to, the Plan, including, without limitation, each of the
Plan Documents necessary for consummation of the Plan, shall have been duly and
validly executed and delivered by the parties thereto and all conditions to
their effectiveness shall have been satisfied or waived.

               (iii) All conditions set forth in Section 2 of the AMCE Letter of
Intent and all conditions to AMCE's obligation to close the acquisition of
Reorganized GCX set forth in the AMCE Acquisition Agreement shall have been
satisfied or waived by AMCE.


                                      -77-
<Page>

               (iv) The lenders (the "SA Lenders") to Hoyts General Cinemas
South America (the "JV") shall have sold, and GCX shall have purchased the GCX
JV Loan Portion for no more than 87.5% of the face amount of the GCX JV Loan
Portion (the "JV Loan Purchase"), and the SA Lenders shall have released GCX
from any liability by reason of the GCX Guaranties. Notwithstanding the
foregoing, GCX may, at its option, purchase less than all of the GCX JV Loan
Portion from less than all of the SA Lenders; in such event, any Claim against
GCX under the applicable GCX Guaranty shall be released with respect to such
purchased portion of the GCX JV Loan Portion, but in no event shall the JV Loan
Purchase Condition be satisfied for purposes of this Section 13.2(iv) or any
other provision of the Plan unless the entire JV Loan Purchase with respect to
the entire GCX JV Loan Portion has occurred. The JV Loan Purchase Condition
shall be financed by borrowings under the DIP facility or a successor DIP
facility. The foregoing condition set forth in this subparagraph (iv) shall only
be applicable in the event the Bank Support Agreement Condition is satisfied and
AMCE has not elected either Option A or Option B.

     13.3 WAIVER OF CONDITIONS. The conditions set forth in Sections 13.1 and
13.2, other than those set forth in Section 13.1.4, may be waived with the
consent of AMCE and the Proponents, at any time, without notice, leave or order
of the Bankruptcy Court, and without any formal action other than proceeding to
consummate the Plan.

                                   ARTICLE 14

                            RETENTION OF JURISDICTION

     14.1 RETENTION OF JURISDICTION. Notwithstanding the entry of the
Confirmation Order or the occurrence of the Effective Date, the Bankruptcy Court
shall retain jurisdiction over the Cases and any of the proceedings arising
from, or relating to, the Cases pursuant to Section 1142 of the Bankruptcy Code
and 28 U.S.C. Section 1334 to the fullest extent permitted by the Bankruptcy
Code and other applicable law, including, without limitation, such jurisdiction
as is necessary to ensure that the purpose and intent of the Plan are carried
out. Without limiting the generality of the foregoing, the Bankruptcy Court
shall retain jurisdiction for the following purposes:

               (i)  to hear and determine any and all objections to the
allowance, or requests for estimation, of


                                      -78-
<Page>

Claims or the establishment of reserves pending the resolution of Disputed
Claims;

               (ii) to consider and act on the compromise and settlement of any
Claim against, or cause of action on behalf of, any Debtor or any Estates;

               (iii) to hear and determine any motions pending on the Effective
Date to assume, assume and assign or reject any executory contract or unexpired
lease and to determine the allowance of any Claim resulting therefrom;

               (iv) to enter such orders as may be necessary or appropriate in
connection with the recovery of the Debtors' assets wherever located;

               (v)  to hear and determine any and all applications for allowance
of compensation and reimbursement of expenses;

               (vi) to hear and determine any and all controversies, suits and
disputes arising under or in connection with the interpretation, implementation
or enforcement of the Plan and any of the documents intended to implement the
provisions of the Plan or any other matters to be resolved by the Bankruptcy
Court under the terms of the Plan.

               (vii) to hear and determine any motions or contested matters
involving Taxes, tax refunds, tax attributes and tax benefits and similar and
related matters with respect to any Debtor arising prior to the Effective Date
or relating to the administration of the Cases, including, without limitation,
matters involving federal, state and local Taxes in accordance with Sections
346, 505 and 1146 of the Bankruptcy Code;

               (viii) to hear and determine any and all applications, adversary
proceedings and contested matters pending on the Effective Date or that may be
commenced thereafter as provided in the Plan;

               (ix) to effectuate distributions under and performance of the
provisions of the Plan;

               (x)  to hear and determine any applications to modify any
provision of the Plan to the full extent permitted by the Bankruptcy Code;

               (xi) to correct any defect, cure any omission or reconcile any
inconsistency in the Plan, the exhibits to the Plan and annexes thereto,
including any of the Plan Documents, or any order of the Bankruptcy Court,
including the Confirmation Order, as may be necessary to carry out the


                                      -79-
<Page>

purposes and intent of the Plan;

               (xii) to determine such other matters as may be provided for in
the Confirmation Order or as may from time to time be authorized under the
provisions of the Bankruptcy Code or any other applicable law;

               (xiii) to enforce all orders, judgments, injunctions, releases,
exculpations, indemnifications and rulings issued or entered in connection with
the Cases or the Plan;

               (xiv) to enter such orders as may be necessary or appropriate in
aid of confirmation and to facilitate implementation of the Plan, including,
without limitation, any stay orders as may be appropriate in the event that the
Confirmation Order is for any reason stayed, revoked, modified or vacated;

               (xv) to determine any other matter not inconsistent with the
Bankruptcy Code; and

               (xvi) to issue a final decree closing the Cases.

                                   ARTICLE 15

                       MODIFICATION OR WITHDRAWAL OF PLAN

     15.1 MODIFICATION OF PLAN. At any time prior to confirmation of the Plan,
with the consent of AMCE (but not otherwise), the Proponents may supplement,
amend or modify the Plan. After confirmation of the Plan, with the consent of
AMCE (but not otherwise), the Debtors or Reorganized Debtors may apply to the
Bankruptcy Court, pursuant to Section 1127 of the Bankruptcy Code, to modify the
Plan. After confirmation of the Plan, the Debtors or Reorganized Debtors with
the consent of AMCE (but not otherwise) may apply to remedy defects or omissions
in the Plan or to reconcile inconsistencies in the Plan, but any modification
that adversely affects the treatment of Class 6 shall require the consent of the
Post-Confirmation Committee. The Plan may not be altered, amended or modified
without the written consent of AMCE and, prior to the Effective Date, the
Debtors or, after the Effective Date, Reorganized Debtors.

     15.2 WITHDRAWAL OF PLAN. The Proponents reserve the right, with the consent
of AMCE (but not otherwise), to revoke and withdraw the Plan at any time before
the Confirmation Date or, if the conditions set forth in Section 13.2 hereof
cannot be satisfied for any reason after the


                                      -80-
<Page>

Confirmation Date, at any time up to the Effective Date.

     15.3 TERMINATION EVENTS. If the Proponents, with the consent of AMCE,
withdraw the Plan prior to the Confirmation Date, if confirmation is denied by a
Final Order, or if the Effective Date does not occur by June 1, 2002 (or such
later date as may be agreed to by the Creditor Parties, AMCE and GCX), then the
Plan shall be deemed null and void. In such event, nothing contained herein
shall be deemed to constitute a waiver or release of any claims by or against
the Debtors or any other entity or to prejudice in any manner the rights of the
Debtors or any entity in any further proceedings involving the Debtors.

     15.4 NONCONSENSUAL CONFIRMATION. In the event that any impaired Class of
Claims or Interests shall fail to accept the Plan in accordance with section
1129(a)(8) of the Bankruptcy Code, the Proponents (i) request that the
Bankruptcy Court confirm the Plan in accordance with section 1129(b) of the
Bankruptcy Code, and (ii) in accordance with Section 15.1, and with the consent
of AMCE (but not otherwise), may modify the Plan in accordance with section
1127(a) of the Bankruptcy Code.

                                   ARTICLE 16

                                  MISCELLANEOUS

     16.1 PAYMENT OF STATUTORY FEES. All quarterly fees due and payable to the
Office of the United States Trustee pursuant to section 1930(a)(6) of title 28
of the United States Code shall be paid in full on or before the Effective Date,
or, to the extent such quarterly fees are disputed, an adequate reserve shall
have been established and set aside for payment in full thereof, as required by
section 1129(a)(12) of the Bankruptcy Code. Each Reorganized Debtor shall remain
responsible for timely payment of its respective quarterly fees due and payable
after the Effective Date and until such Reorganized Debtor's Case is closed, to
the extent required by section 1930(a)(6) of title 28 of the United States Code;
provided, however, that all such quarterly fees shall be paid by the Class 6
Distribution Agent or (if the Committee elects to establish the Unsecured Stock
Trust) the Unsecured Stock Trustee as a Class 6 Distribution Expense. After the
Effective Date and until the Cases are closed, the Reorganized Debtors shall
file with the Office of the United


                                      -81-
<Page>

States Trustee any required financial reports.

     16.2 PAYMENT DATES. Whenever any payment or distribution to be made under
the Plan shall be due on a day other than a Business Day, such payment or
distribution shall instead be made, without interest, on the immediately
following Business Day.

     16.3 HEADINGS. The headings used in the Plan are inserted for convenience
only and neither constitutes a portion of the Plan nor in any manner affect the
construction of the provisions of the Plan.

     16.4 OTHER DOCUMENTS AND ACTIONS. The Reorganized Debtors may execute such
other documents and take such other actions as may be necessary or appropriate
to effectuate the transactions contemplated under this Plan.

     16.5 NOTICES.

     All notices and requests in connection with the Plan shall be in writing
and shall be hand delivered or sent by mail addressed to:

GC Companies, Inc.
Attention: Chief Executive Officer
1300 Boylston Street
Chestnut Hill, MA 02467

          with copies to:

PACHULSKI, STANG, ZIEHL,                          GOODWIN PROCTER LLP
YOUNG & JONES P.C.                                Daniel M. Glosband P.C.
Marc A. Beilinson                                 Exchange Place
Jeremy V. Richards                                Boston, Massachusetts 02109
10100 Santa Monica Boulevard, Suite 1100          Telephone: (617) 570-1000
Los Angeles, California 90067                     Facsimile: (617) 523-1231
Telephone: (310) 277-6910
Facsimile: (310) 201-0760

AMC ENTERTAINMENT, INC.                           LATHROP & GAGE L.C.
Craig Ramsey                                      Raymond F. Beagle Jr., Esq.
Chief Financial Officer                           2345 Grand Boulevard
106 W. 14th Street                                Suite 2800
Suite 2000                                        Kansas City, MO 64105
Kansas City, MO 64105                             Telephone: (816) 460-5823
Telephone: (816) 221-4060 x 346                   Facsimile: (816) 292-2001
Facsimile: (816) 480-4617


                                      -82-
<Page>

STUTMAN, TREISTER &
GLATT PROFESSIONAL CORPORATION
Isaac M. Pachulski
3699 Wilshire Boulevard, 9th Floor
Los Angeles, California 90010
Telephone: (213) 251-5100
Facsimile: (213) 251-5288

All notices and requests to any Person holding of record any Claim or Interest
shall be sent to them at their last known address or to the last known address
of their attorney of record. Any such Person may designate in writing any other
address for purposes of this Section 16.3.2, which designation will be effective
on receipt.

     16.6 GOVERNING LAW. Unless a rule of law or procedure is supplied by
federal law (including the Bankruptcy Code and Bankruptcy Rules), the laws of
the State of Delaware (without reference to its conflict of law rules) shall
govern the construction and implementation of the Plan and any agreements,
documents, and instruments executed in connection with the Plan, unless
otherwise specifically provided in such agreements, documents, or instruments.

     16.7 BINDING EFFECT. The Plan and all rights, duties and obligations
thereunder shall be binding upon and inure to the benefit of the Debtors, the
Reorganized Debtors, holders of Claims, holders of Interests, and their
respective successors or assigns.

     16.8 SUCCESSORS AND ASSIGNS. The rights, benefits, and obligations of any
entity named or referred to in the Plan shall be binding on, and shall inure to
the benefit of, the heirs, executors, administrators, successors, and assigns of
such entity.

     16.9 SEVERABILITY OF PLAN PROVISIONS. If, prior to the Confirmation Date,
any term or provision of the Plan is held by the Bankruptcy Court to be illegal,
impermissible, invalid, void or unenforceable, or otherwise to constitute
grounds for denying confirmation of the Plan, the Bankruptcy Court shall, with
the consent of the Proponents and AMCE (as to all terms and provisions other
than those contained in Sections 12.2 or 12.7 of the Plan) and with the consent
of AMCE alone (in the case of any terms or provisions of Sections 12.2 or 12.7
of the Plan), have the power to interpret,


                                      -83-
<Page>

modify or delete such term or provision (or portions thereof) to make it valid
or enforceable to the maximum extent practicable, consistent with the original
purpose of the term or provision held to be invalid, void or unenforceable, and
such term or provision shall then be operative as interpreted, modified or
deleted. Notwithstanding any such interpretation, modification or deletion, the
remainder of the terms and provisions of the Plan shall in no way be affected,
impaired or invalidated by such interpretation, modification or deletion;
provided, however, that notwithstanding anything to the contrary herein, if,
prior to the Confirmation Date, any term or provision of the Plan is held by the
Bankruptcy Court to be illegal, impermissible, invalid, void, unenforceable or
otherwise to constitute grounds for denying confirmation of the Plan: (i) any
such term or provision in Sections 12.2 or 12.7 of the Plan shall be severable
at the sole election of AMCE; and (ii) except for any term or provision in
Sections 12.2 or 12.7 of the Plan, the terms and provisions of the Plan shall
not be severable unless such severance is agreed to by the Proponents and
consented to by AMCE.

     16.10 NO WAIVER. The failure of the Debtors or any other Person to object
to any Claim for purposes of voting shall not be deemed a waiver of the
Post-Confirmation Committee's or Reorganized Debtors' right to object to or
examine such Claim, in whole or in part.

     16.11 COMMITTEE.

          16.11.1 From the Confirmation Date and up to and including the
Effective Date, the members of the Committee appointed pursuant to section 1102
of the Bankruptcy Code, and their duly appointed successors, will continue to
serve. On or prior to the Effective Date, the Committee shall appoint three (3)
of its members to serve as a Post-Confirmation Committee, which shall continue
in existence until the later of: (a) the completion of all distributions to
Persons holding Allowed Class 6 Claims; or (b) entry of a Final Order in respect
to all objections to Claims asserted by the Post-Confirmation Committee. If for
any reason a member of the Post-Confirmation Committee ceases to be a member,
the remaining Post-Confirmation Committee members may select a successor to that
member, provided the successor member holds an Allowed Class 6 Claim. Those
Committee members not continuing


                                      -84-
<Page>

to serve on the Post-Confirmation Committee and any professionals not continuing
to be employed by the Post-Confirmation Committee shall be released and
discharged from their respective fiduciary obligations; provided, however, that
following the Effective Date, the responsibilities of such members and
professionals shall be limited to the preparation of their respective fee
applications.

          16.11.2 The Post-Confirmation Committee shall have all of the rights
and duties of an official committee appointed pursuant to Bankruptcy Code
Section 1102, and may without order of the Bankruptcy Court employ and pay
professionals as provided in the Plan, including the same professionals employed
by the Committee, to assist it in the performance of its duties.

     16.12 PAYMENT OF POSTPETITION INTEREST AND ATTORNEYS' FEES. Unless
otherwise expressly provided in the Plan, or allowed by order of the Bankruptcy
Court, or required to be paid pursuant to the DIP Facility Order, the Debtors or
Reorganized Debtors shall not be required to pay to any holder of a claim any
interest, penalty or late charge, accruing on or after the Filing Date or any
attorneys' fees with respect to such claim (except as may be specified in the
Plan Documents).

     16.13 SERVICES BY AND FEES FOR PROFESSIONALS AND CERTAIN PARTIES.

          16.13.1 Fees and expenses for the professionals retained by the
Debtors or the Committee for services rendered and costs incurred after the
Petition Date and prior to the Effective Date will be fixed by the Bankruptcy
Court after notice and a hearing and such fees and expenses will be paid by
Reorganized GCX (less deductions for any and all amounts thereof already paid to
such Persons) within five (5) Business Days after a Final Order of the
Bankruptcy Court approving such fees and expenses.

          16.13.2 The Reorganized Debtors may, in the ordinary course and
without need for notice or Bankruptcy Court order, employ professionals,
including any professionals employed during this case, to assist in the
performance of their duties hereunder. Any professionals so employed shall be
entitled to receive reasonable compensation and reimbursement of expenses, to be
determined and paid in the discretion of the Reorganized Debtors without need
for Bankruptcy Court approval.


                                      -85-
<Page>

          16.13.3 The Post-Confirmation Committee, the Class 6 Distribution
Agent and, if applicable, the Unsecured Stock Trust, may, in the ordinary course
and without need for notice or Bankruptcy Court order, employ professionals,
including any professionals employed by the Committee during this case, to
assist in the performance of their duties hereunder. The Post-Confirmation
Committee, the Class 6 Distribution Agent, the Unsecured Stock Trustee (if any)
and any professionals employed by any or all of them shall be entitled to
receive compensation and reimbursement of expenses as provided for in the Plan
without need for Bankruptcy Court approval.

     16.14 EXEMPTION FROM SECURITIES LAWS. All of the New AMCE Stock, New AMCE
Notes and New Investments LLC Interests (other than those issued in the Rights
Offering) distributed pursuant to this Plan are and shall be entitled to the
benefits and exemptions provided by section 1145 of the Bankruptcy Code.

     16.15 IMPLEMENTATION OF BANKRUPTCY CODE SECTION 1146(c). Pursuant to
Section 1146(c) of the Bankruptcy Code, any transfers or other transactions that
occur pursuant to or in connection with this Plan or the Confirmation Order
shall not be subject to, and may not be taxed under any federal, State, or local
law imposing a stamp tax, real estate transfer tax, document recording tax,
conveyance fee, intangibles or similar tax, mortgage tax, mortgage recording tax
or similar tax or governmental assessment, including but not limited to: (i) the
issuance, transfer, or exchange of any security (including but not limited to
the New AMCE Securities and the New GCC Investment Preferred Stock); (ii) the
creation, modification, filing, or recording of any mortgage, deed of trust,
deed to secure debt, collateral pledge, collateral assignment, UCC financing
statement, or other security interest or lien; (iii) the making or assignment of
any contract, lease, or sublease; (iv) the making or delivery of any deeds,
bills of sale, or assignments; or (v) the making of any agreement or instrument
in furtherance of, or in connection with, this Plan, including any merger
agreements, agreements or consolidation, restructuring, disposition, liquidation
or dissolution, deeds, bills of sale, or assignments executed in connection with
the Plan.


                                      -86-
<Page>

     16.16 INCONSISTENCIES. In the event the terms or provisions of the Plan are
inconsistent with the terms and provisions of the Exhibits to the Plan or
documents executed in connection with the Plan, the terms of the Plan shall
control.

Dated: December 21, 2001

                                   GC COMPANIES, INC. AND ITS
                                   JOINTLY ADMINISTERED
                                   SUBSIDIARIES

                                   By:  /s/ Philip J. Szabla
                                        ------------------------------------
                                   Name:  Philip J. Szabla, Esq.
                                   Title: Vice President and General Counsel

                                   OFFICIAL COMMITTEE OF UNSECURED
                                   CREDITORS

                                   By:  /s/ William Kaye
                                        ------------------------------------
                                   Name: William Kaye
                                   Title: Chairperson


                                      -87-

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