EMPLOYMENT AGREEMENT

Exhibit 10.48

EMPLOYMENT AGREEMENT

        This Employment Agreement is entered into by and among AMC ENTERTAINMENT INC. , a Delaware corporation ("AMCE"), AMC ENTERTAINMENT INTERNATIONAL, INC. , a Delaware corporation ("AMCEI" and, collectively with AMCE, the "Company"), and MARK A. MCDONALD ("Employee"). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

        1.      Duties.     During the Term (as defined in Section 2) of his employment by the Company under this Agreement, Employee shall devote his full time and attention to the business of the Company as directed by AMC's President and Chief Operating Officer or such officer's designee.

        2.      Term.     The term of this Agreement shall commence as of July 1, 2001 and shall terminate on June 30, 2003 or sooner as provided in Section 6 below (such period, as it may be extended, the "Term"). On each July 1 hereafter, commencing in 2002, one year shall be added to the Term of Employee's employment with the Company under this Agreement, so that as of each July 1 the Term of Employee's employment hereunder shall be two (2) years.

        3.      Compensation.

•         (a)    Base Salary .    During the Term of his employment by the Company under this Agreement, Employee shall receive an annual salary of $225,000.00 ("Base Salary") (less withholding for applicable taxes), payable in accordance with the Company's payroll procedures for its salaried employees, subject to such increases as may be determined by AMC's President and Chief Operating Officer with approval from AMCE's Chairman of the Board, President and Chief Executive Officer and, if applicable, the Compensation Committee of the Board of Directors of AMCE.

          (b)    Bonus.     In addition to Base Salary, Employee shall be eligible to "receive an annual bonus (the "Bonus") as determined from time to time by AMC's President and Chief Operating Officer with approval from AMCE's Chairman of the Board, President and Chief Executive Officer and, if applicable, the Compensation Committee of the Board of Directors of AMCE, based on the Company's applicable incentive compensation program, as such may exist from time to time.

          (c)    Benefits.     During the Term of Employee's employment by the Company under this Agreement, Employee also shall be eligible for the benefits offered by the Company from time to time to the Company's other executive officers (such as group insurance, pension plans, thrift plans, stock purchase plans and the like). Nothing herein shall be construed so as to prevent the Company from modifying or terminating any employee benefit plans or programs it may adopt from time to time.

          (d)    Automobile .    During the Term of Employee's employment by the Company under this Agreement, the Company shall provide Employee with a Company owned or leased automobile or an equivalent automobile allowance.

        4.      Expense Reimbursements .    During the Term of Employee's employment by the Company under this Agreement, the Company shall reimburse Employee for business travel and entertainment expenses reasonably incurred by Employee on behalf of the Company in accordance with the Company's procedures, as such may exist from time to time.

        5.      Termination .    Employee's employment by the Company under this Agreement shall be terminated upon the earliest to occur of the following events:

•         (a)    Resignation .    Employee's resignation or other voluntary departure.

          (b)    Death .    The death of Employee.

•         (c)    Disability .    If, as a result of Employee's incapacity due to physical or mental illness, (i) Employee shall not have been regularly performing his duties and obligations hereunder for a period of one hundred twenty (120) consecutive days (a "Disability"), (ii) the Company has given Employee the written Notice of Termination pursuant to Section 6(a) hereof, and (iii) within thirty (30) days after the Company gives Employee such written Notice of Termination (which may occur before or after the end of such 120 day period), Employee shall not have returned to the performance of his duties and obligations hereunder on a regular basis.

          (d)    Cause .    Employee is terminated for Cause. For purposes of this Agreement, "Cause" is defined as (i) the willful and continued failure by Employee to perform substantially his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness), or (ii) the willful engaging by Employee in misconduct which is materially and demonstrably injurious to the Company. For purposes of this Agreement, no act, or failure to act, on the part of Employee shall be considered "willful" unless such act was committed, or such failure to act occurred, in bad faith and without reasonable belief that Employee's act or failure to act was in the best interests of the Company.

          (e)    Without Cause.     The employment of Employee by the Company under this Agreement may be terminated without Cause with severance at any time by AMC's President and Chief Operating Officer with approval from AMCE's Chairman of the Board, President and Chief Executive Officer in their sole discretion. In the event of payment of severance without Cause, Employee shall receive the severance amount specified in paragraph 7(c) herein and in such case, Employee will not receive severance under the AMC Severance Pay Plan.

          (f)     Change of Control .    Employee terminates his employment by the Company hereunder due to the occurrence of any one or more of the events described in clauses (i), (ii) and (iii) below subsequent to a Change of Control (as defined below), provided that Employee has given the Company the written Notice of Termination pursuant to Section 6(a) hereof within sixty (60) days of the occurrence of any such event:

  •         (i)    a substantial adverse alteration in Employee's responsibilities from those in effect immediately prior to the Change of Control;

            (ii)   a reduction in Employee's Base Salary below the rate that is in effect immediately prior to the Change of Control; or

            (iii)  a material reduction in the benefits provided to Employee by the Company prior to the Change of Control.

          For purposes of this Agreement a "Change of Control" means (i) a merger, consolidation or similar transaction involving the Company after which holders of the Company's stock before such transaction do not own at least 50% of the combined voting power of all shares generally entitled to vote in the election of the members of the Board of Directors of the surviving entity, (ii) the acquisition by any person or group (other than Apollo or the holders of Class B Stock on the Initial Issuance Date), so long as neither Apollo nor such holders of Class B Stock is a part of such group (as such term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder), of beneficial ownership of at least 50% of the combined voting power of all shares generally entitled to vote in the election of the members of the Board of Directors of the Company, or (iii) the sale of all or substantially all of the assets of the Company or similar transaction (the determination of aggregate voting power to recognize that the Company's Class B Stock has ten votes per share and the Company's Common Stock has one vote per share).

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

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

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

          "Initial Issuance Date" means April 19, 2001, the first date of issuance of the Preferred Stock (as defined in the Investment Agreement described below, which is incorporated herein by this reference) pursuant to the closing of the Investment Agreement.