Exhibit
4.2


 


VOTING AND
IRREVOCABLE PROXY AGREEMENT


 


This Voting and Irrevocable Proxy Agreement
(this “Agreement”) is
made as of the 26th day of January, 2006, among Marquee Holdings
Inc., a Delaware corporation (the “Company”), J.P. Morgan Partners (BHCA),
L.P., a Delaware limited partnership (“JPMP BHCA”), J.P. Morgan Partners Global Investors, L.P., a
Delaware limited partnership (“JPMP
Global”), J.P. Morgan
Partners Global Investors (Cayman), L.P., a Cayman limited partnership (“JPMP Cayman”), J.P. Morgan
Partners Global Investors (Cayman) II, L.P., a Cayman limited partnership (“JPMP Cayman II”), J.P. Morgan
Partners Global Investors (Selldown), L.P., a Delaware limited partnership (“JPMP
Selldown”), AMCE (Ginger), L.P., a Delaware limited partnership (“Ginger”),
AMCE (Luke), L.P., a Delaware limited partnership (“Luke”) and AMCE
(Scarlett), L.P., a Delaware limited partnership (“Scarlett”, and
together with JPMP BHCA, JPMP Global, JPMP
Cayman, JPMP Cayman II, JPMP Selldown, Ginger, Luke, and any of their
respective Permitted Transferees, the “JPMP Investors”), Apollo
Investment Fund V, L.P., a Delaware limited partnership (“Apollo Fund V”),
Apollo Overseas Partners V, L.P., a Cayman Island exempted limited partnership
(“Apollo Overseas”), Apollo Netherlands Partners V(A), L.P., a Cayman
Island exempted limited partnership (“Apollo Netherlands V(A)”), Apollo
Netherlands Partners V(B), L.P., a Cayman Island exempted limited partnership (“Apollo
Netherlands V(B)”), Apollo German Partners V GmbH & Co KG, a German
limited partnership (“Apollo German Partners” and, together with Apollo
Fund V, Apollo Overseas, Apollo Netherlands V(A) and Apollo Netherlands V(B),
and any of their respective Permitted Transferees, the “Apollo Investors”),
and the other entities listed on Schedule 1 attached hereto (together with any
of their respective Permitted Transferees and any Permitted Transferees of the
Apollo Investors or JPMP Investors who hold Shares but are no longer members of
a Principal Investor, the “Other Marquee Investors”, and together with
the JPMP Investors and Apollo Investors, the “Stockholders” and each
individually, a “Stockholder”).


 


RECITALS


 


WHEREAS, the Company and LCE Holdings, Inc.,
a Delaware corporation (“LCE Holdings”), are parties to that certain Agreement
and Plan of Merger, dated as of June 20, 2005 (the “Merger Agreement”), pursuant to which LCE Holdings will be
merged with and into the Company, with the Company remaining as the surviving
corporation (the “Merger”); and


 


WHEREAS, in connection with the consummation
of the transactions contemplated by the Merger Agreement, each of the Stockholders
will receive shares of Class A-1 and Class A-2 Common Stock of the Company, par
value $0.01 per share (respectively, the “Class A-1 Common Stock” and
the “Class A-2 Common Stock”, and collectively, the “Class A Common
Stock”), which shares, as of the Effective Time (as defined in the Merger
Agreement) will be all of the issued and outstanding shares of Class A Common
Stock; and


 


WHEREAS, the Second Amended and Restated
Certificate of Incorporation of the Company (the “Company Charter”)
confers upon the holders of the Class A-1 Common Stock the exclusive right to
elect and appoint up to four (4) directors (the “Class A-1 Directors”) to
the Company’s Board of Directors (the “Board”); and


 


1

















 


WHEREAS, the Company Charter confers upon the
holders of the Class A-2 Common Stock the exclusive right to elect and appoint
one (1) director (the “Class A-2 Director”) to the Board; and


 


WHEREAS, the Stockholders wish to agree among themselves as to the
designation of the directors to be elected and appointed to the Board by the
holders of the Class A Common Stock.


 


AGREEMENT


 


NOW, THEREFORE, the parties hereby agree as
follows:


 


1.             Shares Subject to Agreement. 
Each Stockholder agrees to hold all of its shares of Class A Common
Stock and any other of its shares of capital stock of the Company, whether now
owned or hereafter acquired (hereinafter referred to as the “Shares”), subject to, and to vote the Shares
in accordance with, the provisions of this Agreement.


 


2.             Election of Board.  Notwithstanding
Section 4, from and after the Effective Time, at each annual or special meeting
at which any directors of the Company are to be elected, and whenever the
stockholders of the Company act by written consent with respect to the election
of directors, each Stockholder, severally and not jointly, agrees to vote or
otherwise give such Stockholder’s consent in respect of all Shares held of
record or beneficially owned by such Stockholder, and the Company agrees to
take all necessary and desirable actions within its control, in order to cause:


 


2.1           the authorized number of directors on the Board to be nine
(9) directors, or such greater number to which the membership of the Board may
be increased in accordance with Section 2 of Article Fifth of the Company
Charter, in each case, subject to reduction in accordance with Sections 2.2(a),
2.2(b) and 2.3(b) herein and Section 3 of Article Fifth of the Company
Charter;


 


2.2           the election to the Board of:


 


(a)           that number of Class A-1 Directors designated by the
JPMP Investors (each, a “JPMP
Designee”) which when added to the number of JPMP Designees who are
then directors and will continue to serve as directors without regard to such
annual or special meeting or action by written consent equals: (i) two (2)
JPMP Designees so long as the JPMP Investors collectively own Shares
representing at least twenty-five percent (25%) of the Initial Investor Shares
owned by the JPMP Investors; or (ii) one (1) JPMP Designee so long as the JPMP
Investors collectively own Shares representing at least five percent (5%) but
less than twenty-five percent (25%) of the Initial Investor Shares owned by the
JPMP Investors; provided, that the JPMP Investors shall not have the
right to designate any JPMP Designees if the JPMP Investors collectively own
Shares representing less than five percent (5%) of the Initial Investor Shares
owned by the JPMP Investors; provided, further, that for as long
as either JPMP Selldown or JPMP Global owns any Shares and the JPMP Investors
have the right to designate at least one (1) JPMP Designee pursuant to this Section
2.2(a), (x) if the JPMP Investors have the right to designate two JPMP Designees,
one such JPMP Designee shall be designated by JPMP Selldown (so long as JPMP
Selldown owns Shares) and one such JPMP Designee shall be designated by


 

















 


JPMP
Global (so long as JPMP Global owns Shares) and (y) if the JPMP Investors have
the right to designate one JPMP Designee, such JPMP Designee shall be
designated by JPMP Selldown or, in the event that JPMP Selldown does not own
Shares and JPMP Global does own Shares, by JPMP Global;


 


(b)           that number of Class A-1 Directors designated by the
Apollo Investors (each, an “Apollo Designee”)
which when added to the number of Apollo Designees who are then directors and
will continue to serve without regard to such annual or special meeting or
action by written consent equals: (i) two (2) Apollo Designees so long as
the Apollo Investors collectively own Shares representing at least twenty-five percent
(25%) of the Initial Investor Shares owned by the Apollo Investors; or (ii) one
(1) Apollo Designee so long as the Apollo Investors collectively own Shares representing
at least five percent (5%) but less than twenty-five percent (25%) of the
Initial Investor Shares owned by the Apollo Investors; provided, that
the Apollo Investors shall not have the right to designate any Apollo Designees
if the Apollo Investors collectively own Shares representing less than five
percent (5%) of the Initial Investor Shares owned by the Apollo Investors; provided,
further, that for as long as Apollo Fund V owns any Shares and the
Apollo Investors have the right to designate at least one (1) Apollo Designee
pursuant to this Section 2.2(b), at least one Apollo Designee shall be
designated by Apollo Fund V;


 


(c)           the Chief Executive Officer of the Company (the “CEO”)
as the Class A-2 Director; and


 


(d)           upon any vacancy in the Board as a result of any JPMP
Designee or Apollo Designee ceasing to be a member of the Board, whether by
resignation or otherwise (but not as a result of a Transfer by either the JPMP
Investors or the Apollo Investors of a number of Shares that results in the JPMP
Investors or the Apollo Investors, as applicable, losing the right to designate
a JPMP Designee or Apollo Designee, as applicable, pursuant to Section 2.2(a)
or Section 2.2(b), as applicable), a replacement JPMP Designee or Apollo
Designee designated in accordance with Section 2.2(a) or Section 2.2(b), as the
case may be.


 


2.3           the removal (with or without cause) from the Board of:


 


(a)           any JPMP Designee upon the written request of the JPMP
Investors, any Apollo Designee upon the written request of the Apollo Investors
and the individual serving as the CEO immediately upon such individual ceasing
to serve as CEO; and


 


(b)           in the event of any reduction in the number of JPMP
Designees which the JPMP Investors are entitled to designate pursuant to
Section 2.2(a) or any reduction in the number of Apollo Designees which
the Apollo Investors are entitled to designate pursuant to Section 2.2(b),
one or more JPMP Designees or Apollo Designees, as applicable, designated by
the JPMP Investors or the Apollo Investors, as applicable, to the extent that a
sufficient number of JPMP Designees or Apollo Designees, as applicable, have
not resigned from the Board, it being understood and agreed that in the event
of any such reduction, the JPMP Investors or Apollo Investors, as applicable,
shall designate for removal, and use commercially reasonable efforts to cause
the resignation or removal of, such JPMP Designees or Apollo Designees, as
applicable, immediately prior to such reduction.


 

















 


3.             Right Not Obligation. 
The designation of JPMP Designees pursuant to Section 2.2 is a right but
not an obligation of the JPMP Investors. 
The right of the JPMP Investors to designate JPMP Designees may be
Transferred only to Permitted Transferees; provided, that such Transfer
is otherwise in accordance with this Agreement and the Stockholders Agreement.  The designation of Apollo Designees pursuant
to Section 2.2 is a right but not an obligation of the Apollo Investors.  The right of the Apollo Investors to
designate Apollo Designees may be Transferred only to Permitted Transferees; provided,
that such Transfer is otherwise in accordance with this Agreement and the
Stockholders Agreement.


 


4.             Voting on Other Matters. 
Subject to and without limiting Section 2, as to any matter or action
that requires a vote or written consent of the stockholders of the Company,
whether by law or pursuant to any agreement, from and after the Effective Time:


 


(a)           until the fifth anniversary of the Effective Time, and
for so long as there is at least one Principal Investor, each Other Marquee
Investor agrees to vote, and/or to provide its written consent, in favor of such
matter or action with respect to such number of Shares held by such Other
Marquee Investor as is equal to the same proportion of Shares respectively held
by the Principal Investors that are voted in favor of such matter; provided,
that no such Other Marquee Investor shall be required to vote in favor of, or
provide its written consent to, any action that would disproportionately affect
such Other Marquee Investor relative to the other stockholders of the Company
in any material and adverse manner;


 


(b)           in the event that any Other Marquee Investor entitled
to vote on or provide its written consent with respect to a matter shall fail
at any time to vote, or act by written consent with respect to, any Shares held
of record or beneficially owned by such Other Marquee Investor or as to which
such Other Marquee Investor has voting control, as agreed by such Other Marquee
Investor in this Agreement, such Other Marquee Investor hereby irrevocably
grants to and appoints each remaining Principal Investor such Investor’s proxy
and attorney-in-fact (with full power of substitution), for and in the name,
place and stead of such Other Marquee Investor, to vote or act by written
consent with respect to such Shares and to grant a consent, proxy or approval
in respect of such Shares, in each case in such manner and to the extent as is
necessary or desirable to vote such Shares as agreed to by such Other Marquee
Investor in this Agreement, including Section 2.2 and Section 4(a); each Other
Marquee Investor hereby affirms that the irrevocable proxy set forth in this
Section 4(b) will be valid for the term of this Agreement and is given to
secure the performance of the obligations of such Other Marquee Investor under
this Agreement; each such Other Marquee Investor hereby further affirms that
each proxy hereby granted shall, for the term of this Agreement, be irrevocable
and shall be deemed coupled with an interest; and


 


(c)           if such matter or action has been approved by the
Requisite Stockholder Majority (as defined in the Stockholders Agreement), each
Stockholder agrees to take any and all actions as are reasonably necessary to
effect such approved matter or action, unless such matter or action would also
require the approval of such Stockholder under this Agreement, the Stockholders
Agreement or the Company Charter and such approval has not been granted.


 

















 


5.             Termination.  This Agreement
shall terminate upon the earliest to occur of any one of the following events:
(a) the liquidation, dissolution or indefinite cessation of the business
operations of the Company; (b) the execution by the Company of a general
assignment for the benefit of creditors or the appointment of a receiver or
trustee to take possession of the property and assets of the Company; (c) unanimous
written consent of the Principal Investors, (d) the date of the consummation of
an Initial Public Offering; and (e) the date on which the Principal Investors no
longer satisfy the conditions necessary to designate at least one Class A-1
Director to the Board pursuant to the Company Charter as in effect at the
Effective Time.


 


6.             Definitions.


 


6.1           As used in this Agreement, the following terms have
the following meanings:


 


“Agreement” has the meaning set forth
in the preamble.


 


“Apollo Designee” has the meaning set
forth in Section 2.2(b).


 


“Apollo Fund V” has the meaning set
forth in the preamble.


 


“Apollo German Partners” has the
meaning set forth in the preamble.


 


“Apollo Investors” has the meaning set
forth in the preamble.


 


“Apollo Netherlands V(A)” has the
meaning set forth in the preamble.


 


“Apollo Netherlands V(B)” has the
meaning set forth in the preamble.


 


“Apollo Overseas” has the meaning set
forth in the preamble.


 


“Board” has the meaning set forth in
the recitals.


 


“CEO” has the meaning set forth in
Section 2.2(c).


 


“Class A Common Stock” has the meaning
set forth in the recitals.


 


“Class A-1 Common Stock” has the
meaning set forth in the recitals.


 


“Class A-1 Directors” has the meaning
set forth in the recitals.


 


“Class A-2 Common Stock” has the
meaning set forth in the recitals.


 


“Class A-2 Directors” has the meaning
set forth in the recitals.


 


“Company” has the meaning set forth in
the recitals.


 


“Company Charter” has the meaning set
forth in the recitals.


 


“Effective Time” has the meaning set
forth in the Merger Agreement.


 

















 


“Ginger” has the meaning set forth in
the preamble.


 


“Initial Investor Shares” means that
number of Shares held by a Principal Investor immediately following the
Effective Time, as the same may be adjusted for stock splits, stock dividends,
recapitalizations, pro-rata sell-downs or similar events.


 


“Initial Public Offering” means the
initial public offering of Stock registered on Form S-1 (or any equivalent or
successor form) under the Securities Act of 1933, as amended, and the rules and
regulations in effect thereunder.


 


“JPMP
BHCA” has the meaning set forth in the preamble.


 


“JPMP Cayman”
has the meaning set forth in the preamble.


 


“JPMP Cayman
II” has the meaning set forth in the preamble.


 


“JPMP Designee” has the meaning set
forth in Section 2.2(a).


 


“JPMP Global”
has the meaning set forth in the preamble.


 


“JPMP
Investors” has the meaning set forth in the preamble.


 


“JPMP Selldown” has the meaning set
forth in the preamble.


 


“Litigation” has the meaning set forth
in Section 7.2.


 


“LCE Holdings” has the meaning set
forth in the recitals.


 


“Luke” has the meaning set forth in
the preamble.


 


“Merger” has the meaning set forth in
the recitals.


 


“Merger Agreement” has the meaning set
forth in the recitals.


 


“Other Marquee Investors” has the
meaning set forth in the preamble.


 


“Permitted Transferee” has the meaning
set forth in the Company Charter.


 


“Principal Investor” means either of
(i) the JPMP Investors, collectively or (ii) the Apollo Investors,
collectively; provided, however, that any such Principal Investor
shall cease to be a Principal Investor at such time as such Principal Investor
ceases to hold Shares representing at least 25% of the Initial Investor Shares
held by such Principal Investor.  For the
avoidance of doubt, so long as there are two Principal Investors, references in
this Agreement to “Principal Investors” shall mean both Principal Investors,
and if at any time there is only one Principal Investor, references in this
Agreement to “the Principal Investors” or “each Principal Investor” shall mean
that sole Principal Investor then remaining.


 


“Shares” has the meaning set forth in
Section 1.


 

















 


“Stockholder” has the meaning set
forth in the preamble.


 


“Stockholders Agreement” means that
certain Second Amended and Restated Stockholders Agreement Company, dated as of
the date hereof, among the Company, the JPMP Investors, the Apollo Investors,
the Other Marquee Investors and the other stockholders of the Company named
therein, as the same may be amended, modified or supplemented from time to time
in accordance with its terms.


 


“Transfer”
means a transfer, sale, assignment, pledge, hypothecation or other disposition
or exchange, including any Transfer of a voting or economic interest in
securities or other property; and “Transferring” or “Transferred” have
correlative meanings.


 


6.2           Unless the context of this Agreement otherwise
requires, (i) words of any gender include each other gender; (ii) words using
the singular or plural number also include the plural or singular number,
respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or
similar words refer to this entire Agreement; (iv) the terms “Article” or “Section”
refer to the specified Article or Section of this Agreement; (v) the word “including”
shall mean “including, without limitation”, (vi) each defined term has its
defined meaning throughout this Agreement, whether the definition of such term
appears before or after such term is used, and (vii) the word “or” shall be
disjunctive but not exclusive.


 


6.3           References to agreements and other documents shall be
deemed to include all subsequent amendments and other modifications thereto.


 


6.4           References to statutes shall include all regulations
promulgated thereunder and references to statutes or regulations shall be
construed as including all statutory and regulatory provisions consolidating,
amending or replacing the statute or regulation.


 


7.             Miscellaneous.


 


7.1           Governing Law.  This
Agreement shall be governed by and construed in accordance with the internal
laws, and not the law of conflicts which would result in the application of the
laws of another jurisdiction, of the State of Delaware.


 


7.2           Submission
to Jurisdiction; Waiver of Jury Trial. 
Each of the parties hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the Court of Chancery of the State of
Delaware and of the United States of America sitting in Delaware for any
action, proceeding or investigation in any court or before any governmental
authority (“Litigation”) arising out of or relating to this Agreement,
(and agrees not to commence any Litigation relating thereto except in such
court), and further agrees that service of any process, summons, notice or
document by U.S. registered mail to its respective notice address, as provided
for in this Agreement, shall be effective service of process for any Litigation
brought against it in any such court. 
Each of the parties hereby irrevocably and unconditionally waives any
objection to the laying of venue of any Litigation arising out of this
Agreement or the transactions contemplated hereby in the Court of Chancery of
the State of Delaware or the United States of America sitting in Delaware and
hereby further irrevocably and unconditionally waives and agrees not to plead
or claim in any such court that any such Litigation brought in any such court
has been brought in an inconvenient forum. 
Each of the parties irrevocably and


 

















 


unconditionally
waives, to the fullest extent permitted by applicable law, any and all rights
to trial by jury in connection with any Litigation arising out of or relating
to this Agreement or the transactions contemplated hereby.


 


7.3           Specific
Performance.  Each party, in addition
to being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, shall be entitled to specific performance of
each other party’s obligations under this Agreement, and each party agrees to
waive any requirement for the security or posting of any bond in connection
with such remedy.  The parties agree that
monetary damages would not be adequate compensation for any loss incurred by reason
of a breach by any of them of the provisions of this Agreement and each hereby
agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.


 


7.4           Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of the
parties and their respective legal representatives, heirs, legatees,
successors, and assigns and any other transferee of Shares in compliance with
the Stockholders Agreement and shall also apply to any Shares acquired by
Stockholders after the date hereof.


 


7.5           Entire Agreement.  This
Agreement, the Stockholders Agreement, the Company Charter, the by-laws of the
Company and the other documents delivered pursuant hereto constitute the full
and entire understanding and agreement among the parties with regard to the
subjects hereof and thereof.


 


7.6           Notices.
 All notices, requests or consents
provided for or permitted to be given under this Agreement shall be in writing
and shall be given either by depositing such writing in the United States mail,
addressed to the recipient, postage paid and certified with return receipt
requested, or by depositing such writing with a reputable overnight courier for
next day delivery, or by delivering such writing to the recipient in person, by
courier or by facsimile transmission.  A
notice, request or consent given under this Agreement shall be deemed received
when actually received if personally delivered, when transmitted, if
transmitted by facsimile with electronic confirmation, the day after it is
sent, if sent for next day delivery and upon receipt, if sent by mail.  All such notices, requests and consents shall
be delivered as follows:


 


(a)                           if to the JPMP Investors, addressed
as follows:


 


J.P. Morgan Partners (BHCA), L.P. and affiliated funds


1221 Avenue of the Americas


39th Floor


New York, New York 10020

Fax:   (212) 899-3401


Attn:  Michael R. Hannon


 

















 


with a copy to:


 


Latham & Watkins LLP


885 Third Avenue


Suite 1000


New York, NY 10022

Fax:   (212) 751-4864


Attn:  David S. Allinson


 


(b)                           if to the Apollo Investors,
addressed as follows:


 


Apollo Management, L.P.


9 West 57th Street


43rd Floor


New York, New York 10019

Fax:     (212) 515-3262


Attn:    Marc Rowan


Aaron Stone


 


with a copy to:


 


Wachtell, Lipton, Rosen & Katz


51 West 52nd Street


New York, New York 10019

Fax:   (212) 403-2000


Attn:  Daniel A. Neff


David C. Karp


 


(c)                                                                                  if to any Other Marquee Investor, to
the address specified for such Other Marquee Investor on Schedule 1 hereto.


 


7.7           Delays or Omissions. 
No delay or omission to exercise any right, power, or remedy accruing to
any party hereto upon any breach or default of another party under this Agreement
shall impair any such right, power, or remedy of such party, nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent, or approval of
any kind or character on the part of any party of any breach or default under
this Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing or as provided in this Agreement.  All remedies, either under this Agreement or
by law or otherwise afforded to any party, shall be cumulative and not
alternative.


 


7.8           Counterparts.  This Agreement
may be executed in any number of counterparts and signatures may be delivered
by facsimile, each of which may be executed by less than all parties, each of
which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument.


 

















 


7.9           Severability.  If any
provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable, or void, portions of such provision,
or such provision in its entirety, to the extent necessary, shall be severed
from this Agreement and the balance of this Agreement shall be enforceable in
accordance with its terms.


 


7.10         Titles and Subtitles. 
The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a part of this Agreement.


 


7.11         Further
Assurances.  In connection with this
Agreement and the transactions contemplated hereby, each party hereto shall
execute and deliver any additional documents and instruments and perform any
additional acts that may be necessary or appropriate to effectuate and perform
the provisions of this Agreement and such transactions.


 


7.12         No
Strict Construction.  This Agreement
shall be deemed to be collectively prepared by the parties hereto, and no
ambiguity herein shall be construed for or against any party based upon the
identity of the author of this Agreement or any provision hereof.


 


7.13         Amendment and Waiver. 
Any provision of this Agreement may be amended or waived (either
generally or in a particular instance and either retroactively or
prospectively) only with the written consent of the Principal Investors; provided that (i) no such amendment shall impose or increase any liability or
obligation on a Stockholder without the prior written consent of such
Stockholder, (ii) no such amendment has a disproportionately adverse effect on
any Stockholder in relation to the other Stockholders without the prior written
consent of such Stockholder.  Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each Stockholder and the Company and (iii) no such amendment shall be made
to Section 4(c) without the prior written consent of the Company.


 


7.14         No
Recourse.  Notwithstanding anything
that may be expressed or implied in this Agreement, the Company and each Stockholder
covenant, agree and acknowledge that no recourse under this Agreement or any
document or instrument delivered in connection with this Agreement shall be had
against any current or future director, officer, employee, agent, general or
limited partner or member of any Stockholder or any Affiliate or assignee
thereof, as such, whether by the enforcement of any assessment or by any legal
or equitable proceeding, or by virtue of any statute, regulation or other
applicable law, it being expressly agreed and acknowledged that no personal
liability whatsoever shall attach to, be imposed upon or otherwise be incurred
by any current or future director, officer, employee, agent, general or limited
partner or member of any Stockholder or any Affiliate or assignee thereof, as
such, for any obligation of any Stockholder under this Agreement or any
documents or instruments delivered in connection with this Agreement for any
claim based on, in respect of or by reason of such obligations or their
creation.


 


 


[THIS SPACE LEFT BLANK INTENTIONALLY]


 

















 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.


 


	
   

  	
  MARQUEE HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R.
  Ramsey

  	
   

  
	
   

  	
   

  	
  Name:  Craig R. Ramsey

  
	
   

  	
   

  	
  Title: 
  Executive Vice President and

  Chief Financial Officer

  



 

















 


	
   

  	
  J.P. MORGAN PARTNERS (BHCA), L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  MASTER FUND MANAGER, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  CAPITAL CORP.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  P. Murray

  	
   

  
	
   

  	
   

  	
  Name:  Stephen P. Murray

  
	
   

  	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  GLOBAL INVESTORS, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  CAPITAL CORP.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  P. Murray

  	
   

  
	
   

  	
   

  	
  Name:  Stephen P. Murray

  
	
   

  	
   

  	
  Title:    Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.P. MORGAN PARTNERS GLOBAL INVESTORS

  (CAYMAN), L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  GLOBAL INVESTORS, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  CAPITAL CORP.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  P. Murray

  	
   

  
	
   

  	
   

  	
  Name:  Stephen P. Murray

  
	
   

  	
   

  	
  Title:    Managing Director

  
						



 

















 


	
   

  	
  J.P. MORGAN PARTNERS GLOBAL INVESTORS

  (CAYMAN) II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  GLOBAL INVESTORS, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  CAPITAL CORP.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  P. Murray

  	
   

  
	
   

  	
   

  	
  Name:  Stephen P. Murray

  
	
   

  	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.P. MORGAN PARTNERS GLOBAL INVESTORS

  (SELLDOWN), L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  GLOBAL INVESTORS, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  CAPITAL CORP.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  P. Murray

  	
   

  
	
   

  	
   

  	
  Name:  Stephen P. Murray

  
	
   

  	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMCE (GINGER), L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  GLOBAL INVESTORS, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  CAPITAL CORP.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  P. Murray

  	
   

  
	
   

  	
   

  	
  Name:  Stephen P. Murray

  
	
   

  	
   

  	
  Title:    Managing Director

  
						



 

















 


	
   

  	
  AMCE (LUKE), L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  GLOBAL INVESTORS, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  CAPITAL CORP.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  P. Murray

  	
   

  
	
   

  	
   

  	
  Name:  Stephen P. Murray

  
	
   

  	
   

  	
  Title:    Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMCE (SCARLETT), L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  GLOBAL INVESTORS, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
  BY:

  	
   JPMP
  CAPITAL CORP.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  P. Murray

  	
   

  
	
   

  	
   

  	
  Name:  Stephen P. Murray

  
	
   

  	
   

  	
  Title:    Managing
  Director

  
						



 

















 


	
   

  	
  APOLLO INVESTMENT FUND V, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   APOLLO
  ADVISORS V, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
  BY:

  	
   APOLLO
  CAPITAL MANAGEMENT V, INC.

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia
  M. Navis

  	
   

  
	
   

  	
   

  	
  Name:  Patricia M. Navis

  
	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  APOLLO OVERSEAS PARTNERS V, 
  L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   APOLLO
  ADVISORS V, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
  BY:

  	
   APOLLO
  CAPITAL MANAGEMENT V, INC.

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia
  M. Navis

  	
   

  
	
   

  	
   

  	
  Name:  Patricia M. Navis

  
	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  APOLLO NETHERLANDS PARTNERS V(A),  L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
  APOLLO
  ADVISORS V, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
  BY:

  	
   APOLLO
  CAPITAL MANAGEMENT V, INC.

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia
  M. Navis

  	
   

  
	
   

  	
   

  	
  Name:  Patricia M. Navis

  
	
   

  	
   

  	
  Title:    Vice President

  
						



 

















 


	
   

  	
  APOLLO NETHERLANDS PARTNERS V(B),  L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   APOLLO
  ADVISORS V, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
  BY:

  	
   APOLLO
  CAPITAL MANAGEMENT V, INC.

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia
  M. Navis

  	
   

  
	
   

  	
   

  	
  Name:  Patricia M. Navis

  
	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  APOLLO GERMAN PARTNERS V GMBH & CO KG

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   APOLLO
  ADVISORS V, L.P.,

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
  BY:

  	
   APOLLO
  CAPITAL MANAGEMENT V, INC.

  
	
   

  	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia
  M. Navis

  	
   

  
	
   

  	
   

  	
  Name:  Patricia M. Navis

  
	
   

  	
   

  	
  Title:    Vice President

  
						



 

















 


	
   

  	
  WESTON
  PRESIDIO CAPITAL IV, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L.
  Ferguson

  	
   

  
	
   

  	
   

  	
  Name:  David L. Ferguson

  
	
   

  	
   

  	
  Title:    General Partner

  



 

















 


	
   

  	
  WPC
  ENTREPRENEUR FUND II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David L.
  Ferguson

  	
   

  
	
   

  	
   

  	
  Name:  David L. Ferguson

  
	
   

  	
   

  	
  Title:    General
  Partner

  



 

















 


	
   

  	
  SSB
  CAPITAL PARTNERS (MASTER FUND) I, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd
  Benson

  	
   

  
	
   

  	
   

  	
  Name:  Todd Benson

  
	
   

  	
   

  	
  Title:    Co-President

  



 

















 


	
   

  	
  CAISSE
  DE DEPOT ET PLACEMENT DU QUEBEC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric
  Lachance

  	
   

  
	
   

  	
   

  	
  Name:  Eric Lachance

  
	
   

  	
   

  	
  Title:    Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Normand
  Provost

  	
   

  
	
   

  	
   

  	
  Normand
  Provost

  
	
   

  	
   

  	
  Executive VP
  Private Equity

  



 

















 


	
   

  	
  CO-INVESTMENT
  PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:  CIP PARTNERS, LLC

  ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bart D.
  Osman

  	
   

  
	
   

  	
   

  	
  Name:  Bart D. Osman

  
	
   

  	
   

  	
  Title:    Member

  



 

















 


	
   

  	
  CSFB
  STRATEGIC PARTNERS HOLDINGS II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter
  Song

  	
   

  
	
   

  	
   

  	
  Name:  Peter Song

  
	
   

  	
   

  	
  Title:    Vice President

  



 

















 


	
   

  	
  CSFB
  STRATEGIC PARTNERS PARALLEL HOLDINGS

  II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter
  Song

  	
   

  
	
   

  	
   

  	
  Name:  Peter Song

  
	
   

  	
   

  	
  Title:    Vice President

  



 

















 


	
   

  	
  GSO CREDIT OPPORTUNITIES FUND (EMPLOYEE),

  L.P.

  
	
   

  	
   

  
	
   

  	
  f/k/a CSFB CREDIT OPPORTUNITIES FUND

  (EMPLOYEE), L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GSO Capital Partners LP,
  as

  
	
   

  	
   

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George
  Fan

  	
   

  
	
   

  	
   

  	
  Name:  George Fan

  
	
   

  	
   

  	
  Title:    Managing Director

  



 

















 


	
   

  	
  GSO
  CREDIT OPPORTUNITIES FUND (HELIOS), L.P.

  
	
   

  	
   

  
	
   

  	
  CSFB
  CREDIT OPPORTUNITIES FUND (HELIOS), L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GSO Capital Partners LP,
  as

  
	
   

  	
   

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George
  Fan

  	
   

  
	
   

  	
   

  	
  Name:  George Fan

  
	
   

  	
   

  	
  Title:    Managing Director

  



 

















 


	
   

  	
  CREDIT
  SUISSE ANLAGESTIFTUNG

  BY:  PARTNERS GROUP (GUERNSEY) LIMITED, 

  UNDER POWER OF ATTORNEY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Denis
  O’Malley

  	
   

  
	
   

  	
  Denis O’Malley, Director

  
	
   

  	
   

  
	
   

  	
  /s/ Mark
  Rowe

  	
   

  
	
   

  	
  Mark Rowe, Director

  



 

















 


	
   

  	
  PEARL
  HOLDING LIMITED EXECUTED BY ITS

  INVESTMENT MANAGER, PEARL MANAGEMENT

  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Denis
  O’Malley

  	
   

  
	
   

  	
   

  	
  Denis O’Malley, Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark
  Rowe

  	
   

  
	
   

  	
   

  	
  Mark Rowe, Director

  



 

















 


	
   

  	
  PARTNERS
  GROUP PRIVATE EQUITY PERFORMANCE

  HOLDING LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Denis
  O’Malley

  	
   

  
	
   

  	
   

  	
  Denis O’Malley, Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark
  Rowe

  	
   

  
	
   

  	
   

  	
  Mark Rowe, Director

  



 

















 


	
   

  	
  VEGA
  INVEST (GUERNSEY) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Denis
  O’Malley

  	
   

  
	
   

  	
   

  	
  Denis O’Malley, Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark
  Rowe

  	
   

  
	
   

  	
   

  	
  Mark Rowe, Director

  



 

















 


	
   

  	
  ALPINVEST PARTNERS CS INVESTMENTS

  2003 C.V., by
  AlpInvest Partners 2003 B.V., its

  general partners, in its turn represented by

  AlpInvest Partners N.V., its managing director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ E.M.J.
  Thyssen

  	
   

  
	
   

  	
   

  	
  Name: E.M.J.
  Thyssen

  
	
   

  	
   

  	
  Title: Managing
  Partner

  



 

















 


	
   

  	
  ALPINVEST PARTNERS LATER STAGE
  CO-

  INVESTMENTS CUSTODIAN II B.V.,

  represented by AlpInvest Partners N.V., its

  managing director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ E.M.J.
  Thyssen

  	
   

  
	
   

  	
   

  	
  Name: E.M.J.
  Thyssen

  
	
   

  	
   

  	
  Title: Managing
  Partner

  



 

















 


	
   

  	
  ALPINVEST PARTNERS LATER STAGE
  CO-

  INVESTMENTS CUSTODIAN IIA B.V.,

  represented by AlpInvest Partners N.V., its

  managing director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ E.M.J.
  Thyssen

  	
   

  
	
   

  	
   

  	
  Name: E.M.J.
  Thyssen

  
	
   

  	
   

  	
  Title: Managing
  Partner

  



 

















 


	
   

  	
  SCREEN INVESTORS 2004, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher Fillo

  	
   

  
	
   

  	
   

  	
  Name: Christopher
  Fillo

  
	
   

  	
   

  	
  Title: Vice
  President

  Main Street Advisors, Inc. 

  its Manager

  



 

















 


Schedule 1


 


	
  Name of
  Other Marquee Investor

  	
   

  	
  Address

  
	
  Weston Presidio Capital IV,
  L.P.

  	
   

  	
  108
  South Frontage Road West
Suite 307
Vail, Colorado 81657
Attention: Dave Ferguson
Facsimile: (970) 476-7900

  
	
   

  	
   

  	
   

  
	
  WPC Entrepreneur Fund II,
  L.P.

  	
   

  	
  108
  South Frontage Road West
Suite 307
Vail, Colorado 81657
Attention: Dave Ferguson
Facsimile: (970) 476-7900

  
	
   

  	
   

  	
   

  
	
  Co-Investment Partners, L.P.

  	
   

  	
  660 Madison Avenue, 23rd Floor

  New York, New York 10021
Attention: Bart Osman
Facsimile: (212) 754-1494

  
	
   

  	
   

  	
   

  
	
  Caisse de Depot et Placement
  du Quebec

  	
   

  	
  1000, Place Jean-Paul-Riopelle, 4th

  Floor

  Montreal, Quebec H2Z 2B3
Canada
Attention: Jacques Marchand
Facsimile: (514) 847-5980

  
	
   

  	
   

  	
   

  
	
  AlpInvest Partners CS
  Investments 2003 C.V.

  	
   

  	
  600 Fifth Avenue,
  17th Floor

  New
  York, New York 10020
Attention:
  Iain Leigh
Facsimile:

  
	
   

  	
   

  	
   

  
	
  AlpInvest Partners Later
  Stage Co-Investments Custodian II B.V.

  	
   

  	
  600 Fifth Avenue,
  17th Floor

  New
  York, New York 10020
Attention:
  Iain Leigh

  Facsimile:

  
	
   

  	
   

  	
   

  
	
  AlpInvest Partners Later
  Stage Co-Investments Custodian IIA B.V.

  	
   

  	
  600 Fifth Avenue,
  17th Floor

  New
  York, New York 10020
Attention:
  Iain Leigh

  Facsimile:

  
	
   

  	
   

  	
   

  
	
  SSB Capital Partners (Master
  Fund) I, L.P.

  	
   

  	
  388 Greenwich Street, 32nd Floor

  New York, NY 10013
Attention: Rakesh K. Jain
Facsimile: 212-816-0221

  
	
   

  	
   

  	
   

  
	
  CSFB Strategic Partners
  Holdings II, L.P.

  	
   

  	
  Eleven Madison Avenue, 16th
  Floor

  New York, New York 10010
Attention: Peter Song

  Facsimile: (646) 935-7048

  
	
   

  	
   

  	
   

  
	
  CSFB Strategic Partners
  Parallel Holdings II, L.P.

  	
   

  	
  Eleven Madison Avenue, 16th
  Floor

  New York, New York 10010
Attention: Peter Song

  Facsimile: (646) 935-7048

  
	
   

  	
   

  	
   

  
	
  GSO Credit Opportunities Fund
  (Employee), L.P.

  	
   

  	
  Eleven Madison Avenue, 16th
  Floor

  New York, New York 10010
Attention: Peter Song

  Facsimile: (646) 935-7048

  



 

















 


	
  GSO Credit Opportunities Fund
  (Helios), L.P.

  	
   

  	
  Eleven Madison Avenue, 16th
  Floor

  New York, New York 10010
Attention: Peter Song

  Facsimile: (646) 935-7048

  
	
   

  	
   

  	
   

  
	
  Credit Suisse Anlagestiftung

  	
   

  	
  126
  East 56th Street, 11th Floor
New York, New York 10022
Attention: Andreas Baumann
Facsimile: (212) 763-4701

  
	
   

  	
   

  	
   

  
	
  Pearl Holding Limited

  	
   

  	
  126
  East 56th Street, 11th Floor
New York, New York 10022
Attention: Andreas Baumann
Facsimile: (212) 763-4701

  
	
   

  	
   

  	
   

  
	
  Partners Group Private Equity
  Performance Holding Limited

  	
   

  	
  126
  East 56th Street, 11th Floor
New York, New York 10022
Attention: Andreas Baumann
Facsimile: (212) 763-4701

  
	
   

  	
   

  	
   

  
	
  Vega Invest (Guernsey)
  Limited

  	
   

  	
  126
  East 56th Street, 11th Floor
New York, New York 10022
Attention: Andreas Baumann

  Facsimile: (212) 763-4701

  
	
   

  	
   

  	
   

  
	
  Screen Investors 2004, LLC

  	
   

  	
  3110 Main Street, Suite 300

  Santa Monica, CA 90405
Attention: Christopher M. Fillo
Facsimile: 310-392-3541