AMENDMENT NO. 2

Exhibit 10.1

AMENDMENT NO. 2

AMENDMENT NO. 2, dated as of March 13, 2007 (this “Amendment”), by and between AMC Entertainment Inc., a Delaware corporation (the “Company”), and Citicorp North America, Inc., as administrative agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Company and the Administrative Agent are parties to that certain Credit Agreement, dated as of January 26, 2006 (as amended, restated, modified or otherwise supplemented, the “Credit Agreement”), among the Company, Grupo Cinemex, S.A. de C.V., a corporation organized under the laws of Mexico, Cadena Mexicana de Exhibición, S.A. de C.V., a corporation organized under the laws of Mexico, the Lenders and Issuers party thereto, the Administrative Agent and Banco Nacional de Mexico, S.A., Integrante del Grupo Financiero Banamex, as Mexican Facility Agent; and

WHEREAS, subject to the terms and conditions set forth herein, the Company has requested certain amendments to the Credit Agreement;

NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby agree as follows:

1.             Defined Terms.  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

2.             Amendments.  Effective as of the Effective Date (as defined below) and subject to the terms and conditions set forth herein, the Credit Agreement shall be amended as follows:

(a)           Section 1.1 of the Credit Agreement is amended by adding the following new definitions in the appropriate alphabetical order:

“Amendment No. 2” means Amendment No. 2 to this Agreement, dated as of March 13, 2007, between the Company and the Administrative Agent.

“Amendment No. 2 Effective Date” means the “Effective Date” (as defined in Amendment No. 2).

“Cure Amount” has the meaning specified in Section 9.5.

“Cure Right” has the meaning specified in Section 9.5.

“New Voting Agreement” means the Voting Agreement to be entered into among Holdings and certain of the Permitted Sponsors, on substantially the terms described in the Amendment No. 2 to Form S-1 Registration Statement filed by Holdings with the SEC on February 23, 2007 (registration number 333-139249), without amendment or modification thereof (other than any such amendments or modifications that are not materially adverse to the Lenders) unless consented to by the Administrative Agent (which consent shall not be unreasonably withheld).

“Notice of Intent to Cure” has the meaning specified in Section 6.1(c).

“Permitted Cure Security” means equity securities of the Company or Holdings (a) having no mandatory redemption, repurchase, repayment or similar requirements prior to the date which occurs six months after the Term Loan Maturity Date and (b) that are not convertible into or exchangeable for (i) debt securities or (ii) any equity securities that have mandatory redemption, repurchase, repayment or similar requirements prior to the date which occurs six months after the Term Loan Maturity Date and, in each case, upon which any required dividends or distributions shall be payable in additional shares of such security only.

“Permitted Sponsor” means any member of the Apollo Group, the J.P. Morgan Partners Group, the Bain Capital Group, the Carlyle Group or the Spectrum Group.

“Senior Secured Indebtedness” means, with respect to any Person at any time, without duplication, the outstanding principal amount (or in the case of Indebtedness issued at discount, the accreted amount) of Indebtedness of such Person and its Subsidiaries (determined on a Consolidated basis) as of such time, excluding any subordinated Indebtedness and other unsecured Indebtedness and any Capital Lease Obligation; provided, however, that, in determining the amount of Indebtedness of such Person for purposes of this definition, the amount of Indebtedness of such Person consisting of Revolving Loans and any other Indebtedness that consists of a revolving line of credit as of any date shall be deemed to be the aggregate outstanding principal amount thereof on the last day of each fiscal quarter ending during the four Fiscal Quarters most recently ended on or prior to such date, divided by four (4).

“Senior Secured Leverage Ratio” means, with respect to any Person, as of any date of determination, on a Pro Forma Basis, the ratio of (i) Senior Secured Indebtedness of such Person and its Subsidiaries as of such date to (ii) Annualized EBITDA for such Person and its Subsidiaries for the four most recent Fiscal Quarters ended on such date for which financial statements are available.

(b)           Section 1.1 of the Credit Agreement is amended by deleting the following definitions in their entirety: “2010 Senior Note Indenture”, “2010 Senior Notes”, “2011 Subordinated Note Indenture”, “2011 Subordinated Notes”, “2012 Subordinated Note Indenture” and “2012 Subordinated Notes”.

(c)           The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is amended by amending and restating the definition in its entirety to read as follows:

“‘Applicable Margin’ means a rate equal to:

(a) with respect to Term Loans, (i) during the period commencing on the Amendment No. 2 Effective Date and ending on the first Business Day after the receipt by the Administrative Agent of the Financial Statements for the Fiscal Year ending on or around March 31, 2008 required to be delivered pursuant to Section 6.1(b) (Financial Statements), (A) for Base Rate Loans, 0.75% per annum and (B) for Eurodollar Rate Loans, 1.75% per annum, and (ii) thereafter, as of any date of determination, a per annum rate equal to the rate set forth below opposite the applicable type of Term Loan and the then applicable Senior Secured Leverage Ratio (determined on the last day of the most recent Fiscal Quarter for which Financial Statements have been delivered pursuant to Section 6.1(a) or (b) (Financial Statements)) set forth below:

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(b) with respect to Revolving Dollar Loans and Peso Loans, (i) during the period commencing on the Closing Date and ending on the first Business Day after the receipt by the Administrative Agent of the Financial Statements for the first full Fiscal Quarter ending after the Closing Date required to be delivered pursuant to Section 6.1(a) or (b) (Financial Statements), as applicable, (A) with respect to Revolving Dollar Loans maintained as (x) Base Rate Loans, a rate equal to 0.75% per annum and (y) Eurodollar Rate Loans, a rate equal to 1.75% per annum, and (B) with respect to Peso Loans maintained as (x) Peso TIIE Rate Loans, a rate equal to 1.75% per annum and (y) Peso Base Rate Loans, a rate equal to 1.75% per annum, and (ii) thereafter, as of any date of determination, a per annum rate equal to the rate set forth below opposite the applicable type of Loan and the then applicable Net Senior Secured Leverage Ratio (determined on the last day of the most recent Fiscal Quarter for which Financial Statements have been delivered pursuant to Section 6.1(a) or (b) (Financial Statements)) set forth below:

Changes in the Applicable Margin resulting from a change in the Senior Secured Leverage Ratio or the Net Senior Secured Leverage Ratio on the last day of any subsequent Fiscal Quarter shall become effective as to all Term Loans or Revolving Loans, as applicable, upon delivery by the Company to the Administrative Agent of new Financial Statements pursuant to Section 6.1(a) or (b) (Financial Statements), as applicable.  Notwithstanding anything to the contrary set forth in this Agreement (including the then effective Senior Secured Leverage Ratio or Net Senior Secured Leverage Ratio, as applicable), if the Company shall fail to deliver such Financial Statements within any of the time periods specified in Section 6.1(a) or (b) (Financial Statements), the Applicable Margin from and including the date on which such Financial Statements were required to have been delivered but were not delivered to but not including the date the Company delivers to the Administrative Agent such Financial Statements shall equal the highest possible Applicable Margin provided for by this definition.”

(d)           The definition of “Applicable Unused Commitment Fee Rate” in Section 1.1 of the Credit Agreement is amended by amending and restating the definition in its entirety to read as follows:

“‘Applicable Unused Commitment Fee Rate’ means 0.25% per annum.”

(e)           The definition of “Cash Equivalents” in Section 1.1 of the Credit Agreement is amended by (i) deleting the “and” at the end of clause (f) thereof, (ii) replacing the “.” at the end of clause (g) thereof with “; and” and (iii) adding as a new clause (h) thereof the following:

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“(h) auction rate securities issued by any domestic corporation or any domestic government instrumentality, in each case rated at least “A-1” (or its equivalent) by S&P or at least “P-1” (or its equivalent) by Moody’s and maturing within six months of the date of acquisition (or with interest rates or dividend yields that are re-set at least every 35 days).”

(f)            The definition of “Change of Control” in Section 1.1 of the Credit Agreement is amended by amending and restating clause (b) thereof to read as follows:

“(b)         any “Change of Control” (or any comparable term) as defined in any Indenture (other than the Holdings Senior Note Indenture), the aggregate outstanding principal amount of which is in excess of $25,000,000 (other than any “Change of Control” (or any comparable term) resulting from the New Voting Agreement); or”

(g)           The definition of “Consolidated EBITDA” in Section 1.1 of the Credit Agreement is amended by (i) deleting the “and” at the end of clause (xvi) thereof and (ii) adding immediately following clause (xvii) thereof the following:

“and (xviii) for purposes of determining compliance with Article V only, the Cure Amount, if any, received by the Company for such period and permitted to be included in Consolidated EBITDA pursuant to Section 9.5”

(h)           The definition of “Net Indebtedness” in Section 1.1 of the Credit Agreement is amended by adding immediately following clause (ii) thereof (but prior to the proviso therein) the following: “(other than any amount that constitutes a Cure Amount)”.

(i)            The definitions of “Senior Note Indenture”, “Senior Notes”, “Subordinated Note Indentures” and “Subordinated Notes” in Section 1.1 of the Credit Agreement are amended by deleting the references to “2010 Senior Note Indenture”, “2010 Senior Notes”, “2011 Subordinated Note Indenture”, “2011 Subordinated Notes”, “2012 Subordinated Note Indenture” and “2012 Subordinated Notes” therein, as applicable.

(j)            Section 2.1(c)(i) of the Credit Agreement is amended by replacing the reference to “$300,000,000” in clause (A) of the proviso in the first sentence thereof with “$600,000,000”.

(k)           Section 3.2 of the Credit Agreement is amended by adding immediately following the phrase “to Issue any Letter of Credit” in each case where it appears the following: “(other than an extension of the expiry, or renewal, of any Letter of Credit that does not increase the maximum face amount of such Letter of Credit)”.

(l)            Section 6.1(a) of the Credit Agreement is amended by adding immediately following the phrase “Within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year” the following:  “(or, if the financial statements required by this clause (a) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Company for the filing of its quarterly reports on Form 10-Q)”.

(m)          Section 6.1(b) of the Credit Agreement is amended by adding immediately following the phrase “Within 90 days after the end of each Fiscal Year” the following:  “(or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Company for the filing of its annual reports on Form 10-K)”.

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(n)           Section 6.1(c) of the Credit Agreement is amended by amending and restating the section in its entirety to read as follows:

“(c)  Compliance Certificate.  Together with each delivery of any Financial Statement pursuant to clause (a) or (b) above, a certificate of a Responsible Officer of the Company in substantially the form of Exhibit J (Form of Compliance Certificate) (each, a “Compliance Certificate”) (i) showing in reasonable detail the calculations used in determining the Net Senior Secured Leverage Ratio and the Senior Secured Leverage Ratio (for purposes of determining the Applicable Margin) and demonstrating compliance with the financial covenant contained in Article V (Financial Covenant) and (ii) stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, stating the nature thereof and the action that the Company proposes to take with respect thereto, and if such Compliance Certificate demonstrates an Event of Default of the covenant contained in Article V, the Company may deliver together with such Compliance Certificate notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 9.5.”

(o)           Section 6.4 of the Credit Agreement is amended by adding the following at the end of such section:

“Notwithstanding the foregoing, the Company’s obligations under this Section 6.4 to provide such notice and copies to the Administrative Agent may be satisfied by posting  the applicable documents (or providing a link thereto) on the Company’s publicly available website on the Internet at the website address designated in writing by the Company to the Administrative Agent from time to time.”

(p)           Section 9.1(d) of the Credit Agreement is amended by amending and restating clause (ii) thereof to read as follows:

“(ii)  any term, covenant or agreement contained in Section 6.2(a) (Default Notices), 7.1 (Preservation of Corporate Existence, Etc.) (solely with respect to the Loan Parties), 7.9 (Application of Proceeds), or 7.11 (Additional Collateral and Guaranties) or Article VIII (Negative Covenants); or”

(q)           Article IX of the Credit Agreement is amended by adding the following as a new Section 9.5 thereof:

“Section 9.5          Right to Cure