Exhibit 4.4


 


AMENDED AND
RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT

OF

MARQUEE HOLDINGS INC.


 


This Amended and Restated Management Stockholders
Agreement, dated as of January 26, 2006 (this “Agreement”), amends
and restates that certain Management Stockholders Agreement, dated as of December 23,
2004 (the “Original Management Stockholders Agreement”), by and 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”
and together with JPMP BHCA, JPMP Global and JPMP Cayman, 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)”)
and 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), the “Apollo
Investors” and, together with the JPMP Investors, the “Pre-Existing
Marquee Investors”), and is made by and among the Company, the JPMP
Investors, the Apollo Investors, TC Group III, L.P. (“TC Group”), Carlyle Partners III Loews,
L.P. (“Carlyle Partners”), CP III Coinvestment, L.P. (“CP III”
and, together with TC Group and Carlyle Partners, the “Carlyle Investors”),
Bain Capital Holdings (Loews) I, L.P. (“Bain I”) and Bain Capital AIV
(Loews) II, L.P. (“Bain II” and, together with Bain I, the “Bain
Investors”), Spectrum Equity Investors IV, L.P. (“Spectrum IV”),
Spectrum Equity Investors Parallel IV, L.P. (“Spectrum Parallel”) and
Spectrum IV Investment Managers’ Fund, L.P. (“Spectrum Manager’s Fund”
and, together with Spectrum IV and Spectrum Parallel, the “Spectrum
Investors” and, together with the Carlyle Investors and the Bain Investors,
the “Former LCE Investors”) and each of the individuals listed on
Schedule 1 (each individually, a “Management Stockholder,” and
collectively, the “Management Stockholders”).  These parties are sometimes referred to
herein individually by name or as a “Party”
and collectively as the “Parties.” 
The definitions of certain capitalized terms used herein are set forth
in Section 8.


 


RECITALS:


 


WHEREAS, each
of the Management Stockholders is an employee, executive officer, or director
of the Company or one or more subsidiaries of the Company; and


 


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 “Holdings Merger”)
and pursuant to which Loews Cineplex Entertainment Corporation, a Delaware
Corporation (“Loews”), will be merged with and into AMC Entertainment
Inc., a Delaware corporation and 


 

















 


wholly-owned subsidiary of the Company (“AMC”), with AMC
remaining as the surviving corporation (the “Operating Company Merger”);
and


 


WHEREAS, in
connection with the consummation of the transactions contemplated by the Merger
Agreement, each of the Pre-Existing Marquee Investors will receive shares of Class A-1
and Class A-2 Common Stock of the Company, par value $0.01 per share
(collectively, the “Class A Common Stock”); and


 


WHEREAS, in
connection with the consummation of the transactions contemplated by the Merger
Agreement, each of the Former LCE Investors will receive shares of Class L-1
and Class L-2 Common Stock of the Company, par value $0.01 per share
(collectively, the “Class L Common Stock”); and


 


WHEREAS, in
connection with the consummation of the transactions contemplated by the Merger
Agreement, each of the Original Management Stockholders (as defined below) has
elected to convert all of the shares of Common Stock held by such Management Stockholder
immediately prior to the Effective Time (as defined below) into shares of Class N
Common Stock of the Company, par value $0.01 per share (the “Class N
Common Stock”); and


 


WHEREAS,
concurrently with the execution hereof, the Company, the Pre-Existing Marquee
Investors and the Former LCE Investors are entering into that certain Second
Amended and Restated Stockholders Agreement (as may be amended or modified from
time to time, the “Marquee Stockholders Agreement”); and


 


WHEREAS, the
Company, each of the Pre-Existing Marquee Investors and certain of the
Management Stockholders (the “Original Management Stockholders”) entered
into the Original Management Stockholders Agreement; and


 


WHEREAS, each
of the Pre-Existing Marquee Investors, the Company and the Original Management
Stockholders desire to amend and restate the Original Management Stockholders
Agreement to include each of the Former LCE Investors and each of the
Management Stockholders (including the Management Stockholders who are not
Original Management Stockholders) as parties hereto and to amend certain
provisions of the Original Management Stockholders Agreement; and


 


WHEREAS, such
amendments have been approved by resolution of the board of directors of the
Company (the “Board”), and pursuant to Section 9(k) of the Original
Management Stockholders Agreement, have been approved by the JPMP Investors,
the Apollo Investors and each of Original Management Stockholders; and


 


WHEREAS, the
Company may hereafter issue to one or more Management Stockholders Class N
Common Stock, as a result of the exercise by such Management Stockholder of
vested options to purchase Common Stock (“Vested Options”), which options were issued (or may hereafter
be issued) to such Management Stockholder pursuant to the 2004 Stock Option
Plan of Marquee Holdings Inc. (the “Option Plan”) or any other employee
benefit plan hereafter adopted by the board of directors of the Company
(collectively, “Employee Options”); and


 


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WHEREAS, the Parties
hereto now desire to enter into this Agreement to provide for certain matters
with respect to the ownership and transfer by the Management Stockholders of
all shares of Common Stock now or hereafter issued to or acquired by the
Management Stockholders as a result of the exercise of Vested Options, the
acquisition of Class N Common Stock pursuant to the Merger Agreement or
otherwise (such shares, together with any other shares of capital stock of the
Company now owned or hereafter acquired by the Management Stockholders, collectively,
the “Restricted Shares”).


 


AGREEMENT:


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements set
forth herein, and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Parties hereto, intending to be
legally bound, hereby agree as follows:


 


Section 1.                                            Restrictions
on Transfer.


 


(a)                                  Each Management Stockholder hereby
agrees and acknowledges that prior to the IPO Date such Management Stockholder
shall not, directly or indirectly Transfer any Restricted Shares without the
prior written consent of the Company, which consent shall have been authorized
by a majority of the members of the board of Directors of the Company (the “Board”)
and which consent may be (i) withheld in the sole discretion of the Board,
or (ii) given subject to reasonable terms and conditions determined by the
Board in its sole discretion.  Each
Management Stockholder further agrees that in connection with any Transfer of
Restricted Shares consented to by the Company, the Management Stockholder
shall, if requested by the Company, deliver to the Company an opinion of
counsel in form and substance reasonably satisfactory to the Company and
counsel for the Company, to the effect that the Transfer is not in violation of
this Agreement, the Securities Act, or the securities laws of any state.  Any purported Transfer in violation of the
provisions of this Section 1 shall be null and void and shall have no
force or effect.


 


(b)                                 Notwithstanding the foregoing,
nothing in this Section 1 shall prevent the Transfer of any Restricted
Shares by any Management Stockholder (i) to the Company; (ii) pursuant
to Sections 3 or 4 of the Agreement; (iii) to any trusts, corporations or
partnerships established for estate planning purposes and for the benefit of
any member of a Management Stockholder’s immediate family, provided the
Management Stockholder retains the sole and exclusive right to vote or dispose
of any Restricted Shares transferred to the trust, corporation or partnership;
and (iv) upon a Management Stockholder’s death, to the Management
Stockholder’s executors, administrators, testamentary trustees, legatees and
beneficiaries.


 


(c)                                  Each Management Stockholder agrees
that, as a condition precedent to any Transfer described in this Section 1,
each transferee described in this Section 1 other than the Company (each such
transferee, a “Permitted Management Transferee”) shall become a party to
this Agreement as a Management Stockholder (provided, however,
that the Call Right under Section 2(b) shall apply upon the transferor
Management Stockholder’s Termination of Service) and deliver to the Company a
copy of this Agreement signed by such transferee.


 


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(d)                                 Prior to any proposed Transfer of
any Restricted Shares (other than pursuant to Section 1(b)(iv)), the
Management Stockholder holding such Restricted Shares to be Transferred shall
give written notice to the Company of his or her intention to effect such
Transfer, which shall set forth in reasonable detail the terms and conditions
of such proposed Transfer, including the proposed amount and form of
consideration, terms and conditions of payment and a summary of any other
material terms pertaining to the Transfer.


 


Section 2.                                            Company
Call Right and Involuntary Transfers.


 


(a)                                  Prior to the IPO Date the Company
shall have the right but not the obligation to repurchase Restricted Shares and/or
cancel outstanding Employee Options held by the Management Stockholder or his
or her successor in interest thereunder (the “Call Right”) as set forth in this Section 2.  The Call Right shall be exercised by written
notice (the “Call Notice”)
to the Management Stockholder given in accordance with Section 9(g) of
this Agreement on or prior to the last date on which the Call Right may be
exercised by the Company.


 


(b)                                 Upon the Management Stockholder’s
Termination of Service for any reason, and for a period of six months
thereafter, the Company shall have a Call Right to repurchase Restricted Shares
in exchange for the Repurchase Price and to cancel Employee Options in exchange
for the Cancellation Payment.  The Call
Right pursuant to this Section 2(b) may be exercised only once but may
be exercised with respect to all or any portion of the Restricted Shares and Employee
Options outstanding on the date of the Call Notice.


 


(c)                                  In addition, the Company shall have
a Call Right effective immediately prior to a Change of Control to repurchase
Restricted Shares in exchange for the Repurchase Price and to cancel Employee
Options in exchange for the Cancellation Payment.  The Call Right pursuant to this Section 2(c) may
be exercised only once but may be exercised with respect to all or any portion
of the Restricted Shares and Employee Options outstanding on the date of the
Call Notice.


 


(d)                                 The Repurchase Price under Section 2(b) shall
be determined as follows:  (i) in
the event the Management Stockholder’s Termination of Service is by reason of
his or her death, disability, resignation with Good Reason or involuntary
termination by the Company without Cause, the Repurchase Price shall be the Fair
Market Value of the Restricted Shares on the date of the Call Notice; and (ii) in
the event the Management Stockholders’ Termination of Service is for any other
reason, the Repurchase Price shall be the lesser of (A) the Fair Market
Value of the Restricted Shares on the date of the Call Notice and (B) the purchase
price paid for the Restricted Shares. 
The Repurchase Price under Section 2(c) shall be the Fair
Market Value of the Restricted Shares on the date of the Call Notice.  The “Cancellation Payment” for Vested
Options upon exercise of the Call Right shall be equal to the excess of the
applicable Repurchase Price over the exercise price of such Vested Options; and
the “Cancellation Payment” for all other Employee Options upon exercise
of the Call Right shall be zero and such Employee Options will be canceled
without payment therefor.


 


(e)                                  Subject to Section 2(g) below,
the repurchase of Restricted Shares and cancellation of Employee Options
pursuant to the exercise of a Call Right shall take place on a date specified
by the Company, but in no event following the later of the 60th day
following the 


 


4

















 


date
of the Call Notice or the 10th day following the receipt by the
Company of all necessary Governmental Approvals.  On such date, the Management Stockholder
shall transfer the Restricted Shares subject to the Call Notice to the Company,
free and clear of all liens and encumbrances, by delivering to the Company the
certificates representing the Restricted Shares to be purchased, duly endorsed
for transfer to the Company or accompanied by a stock power duly executed in
blank, with such other documents and information as the Company may reasonably
request, the Company shall pay to the Management Stockholder the Repurchase
Price; and the Employee Options subject to the Call Notice shall be cancelled
and the Company shall pay the Management Stockholder the Cancellation Price
therefor.  The Company and the Management
Stockholder each shall use his, her or its reasonable efforts to expedite all
proceedings contemplated hereunder at the earliest practicable date.


 


(f)                                    (i)                                     In the case of any
transfer of title or beneficial ownership of Restricted Shares upon default,
foreclosure, forfeit, divorce, court order or otherwise, other than by a
voluntary decision on the part of a Management Stockholder (each, an “Involuntary
Transfer”), the Management Stockholder shall promptly (but in no event
later than two days after the Involuntary Transfer) furnish written notice (the
“Involuntary Transfer Notice”) to the Company indicating that the Involuntary
Transfer has occurred, specifying the name of the Person to whom the shares
were transferred (the “Involuntary Transferee”), giving a detailed
description of the circumstances giving rise to, and stating the legal basis
for, the Involuntary Transfer.


 


(ii)                                  Upon the receipt of the Involuntary
Transfer Notice, and for a period of six months thereafter, the Company shall
have the right to repurchase, and the Involuntary Transferee shall have the
obligation to sell, all (but not less than all) of the Restricted Shares
acquired by the Involuntary Transferee for a repurchase price equal to the Fair
Market Value of such Restricted Shares as of the date of the Involuntary
Transfer (the “Involuntary Transfer Repurchase Price” and such right,
the “Involuntary Transfer Repurchase Right”).  The Involuntary Transfer Repurchase Right
shall be exercised by written notice (the “Involuntary Transfer Repurchase
Notice”) to the Involuntary Transferee given in accordance with Section 9(g) of
this Agreement on or prior to the last date on which the Involuntary Transfer
Repurchase Right may be exercised by the Company.


 


(iii)                               Subject to Section 2(g) below,
the repurchase of Restricted Shares pursuant to the exercise of the Involuntary
Transfer Repurchase Right shall take place on a date specified by the Company,
but in no event following the later of the 60th day following the
date of the date of the Involuntary Transfer Repurchase Notice or the 10th
day following the receipt by the Company of all necessary Governmental Approvals.  On such date, the Involuntary Transferee
shall transfer the Restricted Shares subject to the Involuntary Transfer
Repurchase Notice to the Company, free and clear of all liens and encumbrances,
by delivering to the Company the certificates representing the Restricted
Shares to be purchased, duly endorsed for transfer to the Company or
accompanied by a stock power duly executed in blank, with such other documents
and information as the Company may reasonably request, and the Company shall
pay to the Involuntary Transferee the Involuntary Transfer Repurchase
Price.  The Company and the Involuntary
Transferee each shall use his, her or its reasonable efforts to expedite all 


 


5

















 


proceedings contemplated hereunder at the
earliest practicable date.  If the
Involuntary Transferee does not transfer the Restricted Shares to the Company
as required, such Restricted Shares shall be deemed to be cancelled and the
Company shall make payment in respect of such Restricted Shares, without any
interest accrued thereon, upon delivery thereof.


 


(g)                                 Notwithstanding anything to the
contrary herein,


 


(i)                                     The Company shall not be permitted
to purchase any Restricted Shares held by any Management Stockholder or
Involuntary Transferee upon exercise of the Call Right or the Involuntary
Transfer Repurchase Right if the Board determines that:


 


(A)                              The purchase of Restricted Shares
would render the Company or its subsidiaries unable to meet their obligations
in the ordinary course of business taking into account any pending or proposed
transactions, capital expenditures or other budgeted cash outlays by the
Company, including, without limitation, any proposed acquisition of any other
entity by the Company or any of its subsidiaries;


 


(B)                                The Company is prohibited from
purchasing the Restricted Shares by applicable law restricting the purchase by
a corporation of its own shares; or


 


(C)                                The purchase of Restricted Shares
would constitute a breach of, default, or event of default under, or is
otherwise prohibited or limited by, the terms of any loan agreement, indenture,
or other agreement or instrument to which the Company or any of its
subsidiaries is a party (the “Financing Documents”) or the Company is
not able to obtain the requisite consent of any of its senior lenders to the
purchase of the Restricted Shares.


 


The events
described in (A) through (C) above each constitute a “Repurchase Disability.”


 


(ii)                                  In the event of a Repurchase
Disability, the Company shall notify in writing the Management Stockholder or
Involuntary Transferee with respect to whom the Call Right or the Involuntary
Transfer Repurchase Right has been exercised (a “Disability Notice”). 
The Disability Notice shall specify the nature of the Repurchase
Disability.  The Company shall thereafter
repurchase the Restricted Shares (and/or cancel Employee Options) described in
the Call Notice or Involuntary Transfer Repurchase Notice as soon as reasonably
practicable after all Repurchase Disabilities cease to exist (or the Company
may elect, but shall have no obligation, to cause its nominee to repurchase the
Restricted Shares (and/or cancel Employee Options) while any Repurchase
Disabilities continue to exist).  In the
event the Company suspends its obligations to repurchase the Restricted Shares
(and/or cancel Employee Options) pursuant to a Repurchase Disability, (A) the
Company shall provide written notice to each applicable Management Stockholder
or Involuntary Transferee as soon as practicable after all Repurchase Disabilities
cease to exist (the “Reinstatement
Notice”); (B) the Fair Market Value shall be determined as of
the date the Reinstatement Notice is delivered to the Management Stockholder or
Involuntary Transferee, which Fair Market 


 


6

















 


Value shall be used to determine the
Repurchase Price, Involuntary Transfer Repurchase Price and Cancellation
Payment in the manner described above; and (C) the repurchase of
Restricted Shares and/or cancellation of Employee Options shall occur on a date
specified by the Company within 10 days following the determination of such
Fair Market Value.


 


Section 3.                                            Drag-Along.


 


(a)                                  Without limiting any rights granted
under the Marquee Stockholders Agreement, at any time prior to the IPO Date, Investors
(which for purposes of this Section 3 shall include any Permitted Transferee
of any Investor) constituting a Requisite Stockholder Majority (collectively,
the “Drag-Along Sellers”) may require each Management Stockholder to include
Restricted Shares (including Restricted Shares issuable upon exercise of Vested
Options held by such Management Stockholder and including Restricted Shares
issuable upon exercise of Employee Options that vest as a result of the
consummation of the Exit Sale) in any Company Sale pursuant to which the
Drag-Along Sellers are Transferring at least 90% of the Shares then held by the
Drag-Along Sellers for consideration consisting of cash and cash equivalents
(an “Exit Sale”) to an
Independent Third Party (a “Drag-Along
Transferee”) in a bona fide arm’s length transaction or series of
transactions (including pursuant to a stock sale, asset sale, recapitalization,
tender offer, merger or other business combination transaction or otherwise) at
the purchase price and upon the terms and subject to the conditions of the Exit
Sale (all of which shall be set forth in the Drag-Along Notice).  In connection with an Exit Sale, the Company may
also require each Management Stockholder to provide his, her or its written
consent approving the Exit Sale with respect to all Shares owned by such Management
Stockholder, as necessary or desirable to authorize, approve and adopt the Exit
Sale.  In the event that a sale is
proposed pursuant to this Section 3(a), all outstanding proposals to
Transfer Restricted Shares shall immediately be withdrawn and no Transfer of Restricted
Shares shall be consummated until the expiration of the time period provided
for in Section 3(d).  The
consummation of an Exit Sale by the Drag-Along Sellers shall be subject to the
sole discretion of the Drag-Along Sellers, who shall have no liability or
obligation whatsoever (other than compliance with this Section 3) to any
Management Stockholder participating therein in connection with such Management
Stockholder’s Transfer of Shares.


 


(b)                                 The rights set forth in Section 3(a) shall
be exercised by the Drag-Along Sellers giving written notice (the “Drag-Along
Notice”) to the Company, at least ten (10) Business Days prior to the
date on which the Drag-Along Sellers expect to consummate the Exit Sale.  In the event that the terms and/or conditions
set forth in the Drag-Along Notice are thereafter amended in any material
respect, the Drag-Along Sellers shall give written notice (an “Amended Drag-Along Notice”) of the
amended terms and conditions of the proposed Transfer to the Company.  Each Drag-Along Notice and Amended Drag-Along
Notice shall set forth: (i) the name of the Exit Sale Transferee and the
number of shares of Common Stock proposed to be purchased by such Exit Sale
Transferee, (ii) the proposed amount and type of consideration and
material terms and conditions of payment offered by the Exit Sale Transferee
and (iii) a summary of any other material terms pertaining to the Transfer
(the “Third Party Terms”).  Upon
receipt of any Drag-Along Notice or Amended Drag-Along Notice, the Company
shall deliver a copy of same to each Management Stockholder at least five (5) Business
Days prior to the proposed date of such Transfer.


 


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(c)                                  All Transfers of Shares to the Exit
Sale Transferee pursuant to this Section 3 shall be consummated
simultaneously at the offices of the Company, unless the Drag-Along Sellers
elect otherwise, on the later of (i) a Business Day not less than ten (10) or
more than sixty (60) days after the Drag-Along Notice is received by the
Company or (ii) the third Business Day following receipt of all material
Governmental Approvals, or at such other time and/or place as each of the
parties to such Transfers may agree.  The
delivery of stock certificates shall be made on such date, against payment of
the purchase price for such Shares minus the aggregate exercise price of
any Vested Options being Transferred by the Management Stockholder, duly
endorsed for Transfer or with duly executed stock powers or similar
instruments, or such other instrument of Transfer of such Shares as may be
reasonably requested by the Drag-Along Sellers and acceptable to the Company, with
all stock transfer taxes paid and stamps affixed, and in the case of Vested
Options subject to a Drag-Along Notice, an instrument acceptable to the Company
evidencing the cancellation of Vested Options. 
Each Management Stockholder shall receive the same form and amount of
consideration received by the Drag-Along Sellers per Share (minus the exercise
price of Vested Options subject to the Drag-Along Notice).  To the extent that the parties (or any
successors thereto) to a sale described in this Section 3 are to provide
any indemnification or otherwise assume any other post-closing liabilities, the
Drag-Along Sellers and all Management Stockholders and other Investors selling
Shares in a transaction described under this Section 3 shall do so
severally and not jointly (and on a pro rata basis in accordance with the
Shares (including Shares subject to Employee Options) being sold by each) and each
such Person’s respective potential liability thereunder shall not exceed the
proceeds received by such Person. 
Furthermore, each Management Stockholder shall only be required to give
customary representations and warranties, including, but not limited to, title
to Shares (including Shares subject to Employee Options) conveyed, legal
authority and capacity, and non-contravention of other agreements to which he,
she or it is a party, with respect to which indemnification or other
post-closing liabilities shall be several and not joint (and only as to the
representations and warranties given by such Management Stockholder) and each
Management Stockholder’s respective potential liability thereunder shall not
exceed the proceeds received by such Management Stockholder; provided,
that in connection with such transaction no Management Stockholder shall be
required to enter into any non-competition agreement.  Each Management Stockholder shall be required
to enter into any instrument, undertaking or obligation necessary or reasonably
requested and deliver all documents necessary or reasonably requested in connection
with such sale (as specified in the Drag-Along Notice) in connection with this Section 3.


 


(d)                                 If at the end of the 90th
day after the Company’s receipt of the Drag-Along Notice, the Drag-Along Sellers
have not completed the proposed Transfer, the Drag-Along Notice shall be null
and void, and it shall be necessary for a separate Drag-Along Notice to be
delivered, and the terms and provisions of this Section 3 separately
complied with, in order to consummate such Transfer pursuant to this Section 3;
provided, that such 90 day time period may be extended at the option of
the Drag-Along Sellers for a reasonable period of time not to exceed an
additional 90 days to the extent that the failure to complete the proposed
Transfer is cause by the failure to obtain the necessary Governmental
Approvals.


 


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Section 4.                                            Tag-Along
Rights.


 


(a)                                  Subject to the prior exercise of the
Company’s Call Right pursuant to Section 2(c), to the extent applicable, and
subject to Section 4(c), if at any time (including for the avoidance of
doubt, following the IPO Date) an Investor (which for purposes of this Section 4
shall include any Permitted Transferee of any Investor, and each such Investor
or Permitted Transferee referred to in this Section 4, a “Tag-Along Seller”) proposes to
transfer Shares held by such Tag-Along Seller to any Person other than the
Company or another Investor, whether in one transaction or in a series of
related transactions, then the Company shall give the Management Stockholders
notice (the “Tag-Along Notice”) of their opportunity to participate in a
tag-along sale pursuant to this Section 4 (a “Tag-Along Sale”).  Notwithstanding the foregoing, the provisions
of this Section 4 shall also apply where the Tag-Along Seller is a
Principal Investor and the transferee is the Company.  The Tag-Along Notice shall be delivered
within two (2) Business Days after the expiration of the Investor Election
Period or the Second Investor Election Period, as the case may be, each as
defined in the Marquee Stockholders Agreement. 
Each Management Stockholder shall have the right, exercisable upon
written notice to the Tag-Along Seller within seven (7) Business Days
after the expiration of the Investor Election Period or the Second Investor
Election Period, as the case may be (the “Tag-Along Election Period”),
to participate in the Tag-Along Sale to any Person (the “Tag-Along Transferee”) on the
terms and conditions applicable to such Transfer and as set forth in the
Tag-Along Notice (such participation rights being hereinafter referred to as “Tag-Along Rights”).  Any Management Stockholder that elects not to
exercise Tag-Along Rights or that has not notified the Tag-Along Seller of his,
her or its intent to exercise Tag-Along Rights within the Tag-Along Election
Period shall be deemed to have elected not to exercise such Tag-Along Rights
with respect to such Tag-Along Sale and the Tag-Along Seller, the Investors who
have exercised Tag-Along Rights under Section 4 of the Marquee
Stockholders Agreement and the Management Stockholders who have exercised Tag-Along
Rights hereunder shall thereafter be free to Transfer to the Tag-Along
Transferee at a per share price no greater than the per share price set forth
in the Tag-Along Notice with respect to such Transfer and on other terms and
conditions that are not materially more favorable to the Tag-Along Seller, the
Investors who have exercised Tag-Along Rights under Section 4 of the
Marquee Stockholders Agreement and the Management Stockholders who have
exercised such Tag-Along Rights than those set forth in such Transfer Notice,
without any further obligation pursuant to this Section 4(a) to such
Management Stockholder(s) that have elected not to exercise Tag-Along Rights or
not provided notice to exercise Tag-Along Rights.  Each Management Stockholder that elects to
exercise Tag-Along Rights within the Tag-Along Election Period may sell in the
Tag-Along Sale up to the number of whole Restricted Shares, including any (A) Restricted
Shares issuable upon exercise of Vested Options or (B) Restricted Shares that
will be issuable pursuant to Employee Options that vest as a result of the
consummation of the Transfer to the Tag-Along Transferee (collectively, the “Management
Shares”) in an amount equal to the product of (i) the aggregate number
of Management Shares owned by the Management Stockholder on the date of the Tag-Along
Sale and (ii) a fraction, the numerator of which is equal to the number of
Shares proposed to be sold by the Tag-Along Seller and the denominator of which
is the aggregate number of Shares owned by the Tag-Along Seller (the “Eligible
Shares”).  If one or more other
Investors and Management Stockholders elects not to include the maximum number
of his, her or its eligible Shares in a proposed Transfer, the Tag-Along Seller
shall (as required by the Marquee Stockholders Agreement) give prompt notice to
each other participating Management Stockholder and each participating 


 


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Management
Stockholder may Transfer in the proposed Transfer a number of additional Management
Shares equal to such participating Management Stockholder’s pro rata portion
(based upon the aggregate number of Management Shares owned by such participating
Management Stockholder relative to the aggregate number of Shares and
Management Shares owned by all Management Stockholders and Investors) of the
number of Shares and Management Shares eligible to be included in the proposed Transfer.  Such additional Management Shares which any
such Management Stockholder(s) proposes to sell shall not be included in the
calculation of Eligible Shares.  To the
extent that the total number of Shares proposed to be Transferred by the
Tag-Along Seller and the number of Shares and Management Shares proposed to be Transferred
by all of the other Investors and Management Stockholders collectively exceeds
the number of Shares and Management Shares that the Tag-Along Transferee is
willing to acquire, the number of Shares and Management Shares that the
Tag-Along Seller and each other Investor and Management Stockholder proposes to
Transfer will be reduced pro rata based upon the relative number of Shares and
Management Shares that the Tag-Along Seller and each other Investor and
Management Stockholder had proposed to Transfer.


 


(b)                                 At the closing of the Tag-Along Sale,
the delivery of stock certificates shall be made on such date by each Management
Stockholder exercising Tag-Along Rights, against payment of the purchase price
for such Shares minus the aggregate exercise price of any
Vested Options being Transferred by the Management Stockholder, duly endorsed
for transfer or with duly executed stock powers or similar instruments, or such
other instrument of transfer of such Shares (including Shares issuable upon
exercise of Employee Options) as may be reasonably requested by the Tag-Along
Transferee and the Company, with all stock transfer taxes paid and stamps
affixed and/or against delivery of an instrument evidencing the cancellation of
the Vested Options subject to the Tag-Along Right reasonably acceptable to the
Company.  The consummation of such
proposed Tag-Along Sale shall be subject to the sole discretion of the
Tag-Along Seller, who shall have no liability or obligation whatsoever (other
than compliance with this Section 4) to any Management Stockholder participating
therein in connection with such Management Stockholder’s Transfer of Restricted
Shares or Vested Options.  Each
Management Stockholder exercising Tag-Along Rights shall receive the same amount
and form of consideration received by the Tag-Along Seller per each Share on
the same terms and conditions as the Tag-Along Seller (minus the aggregate
exercise price of any Vested Options subject to such Tag-Along Sale).  To the extent that the parties (or any
successors thereto) to the Tag-Along Sale are to provide any indemnification or
otherwise assume any other post-closing liabilities, the Tag-Along Seller and
all other Investors and Management Stockholders Transferring Shares to the
Tag-Along Transferee shall do so severally and not jointly (and on a pro rata
basis in accordance with the Shares (including Shares issuable upon exercise of
Vested Options) being sold by each), and each such Person’s respective
potential liability thereunder shall not exceed the proceeds received by such
Person.  Furthermore, each Management
Stockholder Transferring Shares to the Tag-Along Transferee shall only be
required to give customary representations and warranties, including title to
Shares conveyed, legal authority and capacity, and non-contravention of other
agreements to which he, she or it is a party, with respect to which
indemnification or other post-closing liabilities shall be several and not
joint (and only as to the representations and warranties given by such
Management Stockholder) and his, her or its respective potential liability
thereunder shall not exceed the proceeds thereof received by such Management
Stockholder; provided, that in connection with such transaction no
Management Stockholder shall be required to enter into any non-competition
agreement.  If any Governmental 


 


10

















 


Approval
is required in connection with any such Tag-Along Sale and such Governmental Approval
has not been completed or obtained on or prior to the date scheduled for
closing, the closing of the Tag-Along Sale shall take place on the third
Business Day after such Governmental Approval has been completed or
obtained.  Each participating Management
Stockholder shall be required to enter into any instrument, undertaking,
obligation or make any filing necessary or reasonably requested and deliver all
documents necessary or reasonably requested in connection with such sale (as
specified in the Tag-Along Notice) as a condition to the exercise of such
holder’s rights to Transfer Restricted Shares (including Shares subject to Employee
Options) under this Section 4.


 


(c)                                  Notwithstanding the foregoing, no Management
Stockholder shall have any Tag-Along Rights hereunder with respect to any Transfer
pursuant to (i) any Permitted Transfer within the meaning of clause (ii),
(iii), (iv) or (v) of the definition of Permitted Transfer, (ii) any
Transfer pursuant to a Public Sale or (iii) any Exit Sale pursuant to Section 3
of this Agreement or Section 3 of the Marquee Stockholders Agreement.


 


(d)                                 If at the end of the 90th
day after the end of the Investor Election Period or the Second Investor
Election Period, as the case may be, the Tag-Along Seller has not completed the
proposed Tag-Along Sale, the Tag-Along Notice shall be null and void, and it
shall be necessary for a separate Tag-Along Notice to be delivered, and the
terms and provisions of this Section 4 separately complied with, in order
to consummate a Transfer pursuant to this Section 4; provided that
such 90 day time period may be extended at the option of the Tag-Along Seller
for a reasonable period of time not to exceed an additional 90 days to the
extent the failure to complete the proposed Transfer has resulted from the
failure to obtain the necessary Governmental Approvals with respect to the
Transfers.


 


Section 5.                                            Cooperation.


 


(a)                                  If the Company or the holders of the
Company’s securities enter into any transaction for which Rule 506 (or any
similar rule then in effect) promulgated under the Securities Act, may be
available with respect to the transaction (including a merger, consolidation,
or other reorganization), each Management Stockholder shall, if requested by
the Company, appoint a purchaser representative (as defined in Rule 501 of
the Securities Act) reasonably acceptable to the Company.  If the purchaser representative is designated
by the Company, the Company shall pay the fees of the purchaser representative,
but if any Management Stockholder appoints another purchaser representative,
the Management Stockholder shall be responsible for the fees of the purchaser
representative so appointed.


 


(b)                                 Each Management Stockholder shall
bear his, her or its pro-rata share of the costs of any transaction in which he
or she sells Restricted Shares or Vested Options (based upon the number of Restricted
Shares and Vested Options held by the Management Stockholder that are sold in
such transaction) to the extent such costs are incurred for the benefit of all
holders of Common Stock and Vested Options and are not otherwise paid by the
Company or the acquiring party.


 


11

















 


Section 6.                                            Registration
Rights.


 


(a)                                  Piggyback Registrations. 
If the Company at any time proposes to register under the Securities Act
any Common Stock or any security convertible into or exchangeable or
exercisable for Common Stock, whether or not for sale for its own account and
other than pursuant to a “Demand Registration” as defined in and pursuant to
the Marquee Stockholders Agreement, on a form and in a manner which would permit
registration of the Common Stock held by the Management Stockholders for sale
to the public under the Securities Act, the Company shall give written notice
of the proposed registration to each Management Stockholder not later than thirty
(30) days prior to the filing thereof. 
Each Management Stockholder shall have the right to request that all or
any part of such Management Stockholder’s Restricted Shares be included in such
registration.  Each Management
Stockholder can make such a request by giving written notice to the Company
within ten (10) Business Days after the receipt of the Company’s notice of
the proposed registration; provided, however, that if the
registration is an underwritten registration and the managing underwriters of
such offering determine that the aggregate amount of securities of the Company
which the Company, the Investors and all Management Stockholders propose to be
sold in such registration exceeds the maximum amount of securities that can be
sold in such offering without having a material adverse effect on the success
of the offering, including without limitation an impact on the selling price and
other terms of such offering, the Company will include in such registration
only the number of securities that, in the reasonable opinion of such
underwriter or underwriters can be sold without having a material adverse
effect on the success of the offering as follows: first, the securities which
the Company proposes to sell; second, the securities of the Investors (and
their Permitted Transferees); and third, the securities of the Management
Stockholders pro rata among all such Management Stockholders on the basis of
the relative percentage of such securities then held by all Management
Stockholders who have requested such securities be so included (it being
further agreed and understood, however, that such underwriters shall have the
right to reduce or eliminate entirely the participation of the Management
Stockholders).  Common Stock proposed to
be registered and sold pursuant to an underwritten offering for the account of
any Management Stockholders shall be sold to the prospective underwriters,
selected by the holders of a majority of Common Stock to which such
registration statement relates and approved by the Company, on the terms and
subject to the conditions of one or more underwriting agreements negotiated between
the holders of Common Stock to which such registration statement relates, the
Company and the prospective underwriters. 
The Company may withdraw any registration statement at any time before
it becomes effective, or postpone or terminate the offering of securities,
without obligation or liability to any Management Stockholder.


 


(b)                                 Holdback Agreements. 
Notwithstanding any other provisions of this Agreement, each Management
Stockholder agrees that (if so required by the underwriters in an underwritten
offering and provided that such condition is applicable to all Management
Stockholders) he or she will not (and it shall be a condition to the rights of
each Management Stockholder under this Agreement that such Management
Stockholder does not) offer for Public Sale any Shares during (i) a period
not to exceed sixty (60) days prior to and one-hundred and eighty (180) days
after the effective date of any registration statement filed by the 


 


12

















 


Company
in connection with an underwritten Initial Public Offering and any subsequent
underwritten offerings (except as part of such underwritten registration or as
otherwise permitted by such underwriters) and (ii) a period not to exceed
ninety (90) days after the effective date of any Registration Statement filed
by the Company in connection with any underwritten Public Sale of Shares that
is not an Initial Public Offering (except as part of such underwritten
registration or as otherwise permitted by such underwriters); provided, however,
that in each case, no Management Stockholder shall object to shortening such
period if the underwriter agrees that shortening such period would not materially
and adversely effect the success of the offering.


 


(c)                                  Expenses. 
Except as otherwise required by state securities or blue sky laws or the
rules and regulations promulgated thereunder, all expenses, disbursements
and fees incurred by the Company and the Management Stockholders in connection
with any registration under this Section 6 shall be borne by the Company,
except that the following expenses shall be borne by the Management Stockholder
incurring the same: (i) the costs and expenses of counsel to such
Management Stockholder to the extent such Management Stockholder retains
counsel; (ii) discounts, commissions, fees or similar compensation owing
to underwriters, selling brokers, dealer managers or other industry
professionals, to the extent relating to the distribution or sale of such
Management Stockholder’s securities; and (iii) transfer taxes with respect
to the securities sold by such Management Stockholder.


 


Section 7.                                            Termination
of Agreement.  This Agreement may be
terminated at any time by a resolution of the Board terminating this Agreement;
provided, however, that such termination of this Agreement is
approved in writing by (i) the Requisite Stockholder Majority and (ii) Management
Stockholders holding in the aggregate a majority of the then outstanding
Restricted Shares.


 


Section 8.                                            Definitions.


 


(a)                                  As used in this Agreement, the
following terms have the following meanings:


 


“Affiliate” means, with respect to
a specified Person, any other Person that directly or indirectly controls, is
controlled by, or is under common control with, the specified Person.  As used in this definition, the term “control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through
ownership of voting securities, by contract or otherwise.


 


“Affiliated
Fund” means, with respect to any specified Person, an investment fund that
is an Affiliate of such Person (including entities investing solely on behalf
of the Investor or such fund) or an entity that is directly or indirectly wholly-owned
by such Investor or one or more of such funds (other than a portfolio company
of any such fund).


 


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


 


“AMC”
means AMC Entertainment Inc., a Delaware corporation.


 


“Amended
and Restated Regulatory Sideletter” has the meaning set forth in the
Marquee Stockholders Agreement.


 


“Amended Drag-Along Notice” has the
meaning set forth in Section 3(b).


 


“Apollo”
means Apollo Management V, L.P., a Delaware limited partnership.


 


13

















 


“Apollo
Affiliate” means, with respect to Apollo, any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with Apollo; or any other Person that owns, directly or indirectly, 10%
or more of Apollo’s Capital Stock or Apollo’s partnership or membership
interests or any officer or director of Apollo or such other Person.   For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Apollo Group”
means (i) Apollo; (ii) the Apollo Holders; and (iii) any Apollo
Affiliate (including the Apollo Holders).


 


“Apollo
Holders” means the Apollo Investors and any other partnership or entity
affiliated with and managed by Apollo or any Apollo Affiliates to which any
Apollo Investor assigns any of its respective interest in the Company.


 


“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.


 


“Approving
Principal Investor Parties” has the meaning set forth in the definition of
Requisite Stockholder Majority below.


 


“Bain I”
has the meaning set forth in the preamble.


 


“Bain II”
has the meaning set forth in the preamble.


 


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


 


“Board” has the meaning set forth
in Section 1(a).


 


“Business Day” means any day that
is not a Saturday, a Sunday or other day on which banks are required or
authorized by law to be closed in New York, New York.


 


“Cancellation
Payment” has the respective meanings set forth in Section 2(d).


 


“Capital
Stock” of any Person means any and all shares, interests, participations or
other equivalents (however designated) of such Person’s capital stock,
including preferred stock, any rights (other than debt securities convertible
into capital stock), warrants or options to acquire such capital stock, whether
outstanding as of the Effective Time or issued thereafter.


 


14

















 


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


 


“Carlyle
Partners” has the meaning set forth in the preamble.


 


“Cause”
with respect to a Management Stockholder’s Termination of Service shall have
the meaning specified in the written service agreement between the Company (or
a subsidiary) and such Management Stockholder, if any, and in the event such
term is not defined thereunder or there is no such service agreement then in
effect, shall mean the Management Stockholder’s (i) willful failure to
substantially perform his or her duties with the Company (or any subsidiary)
(other than any such failure resulting from resulting from his or her
incapacity due to physical or mental illness) which is not remedied within 30
days after receipt of written notice from the Company specifying such failure; (ii) willful
failure to carry out, or comply with, in any material respect any lawful and
reasonable directive of the Company (or any subsidiary) not inconsistent with
the terms of any service agreement, which is not remedied within 30 days after
receipt of written notice from the Company specifying such failure; (iii) commission
at any time of any act or omission that results in, or that may reasonably be
expected to result in, a conviction, plea of no contest or imposition of
unadjudicated probation for any felony or crime involving moral turpitude; (iv) unlawful
use (including being under the influence) or possession of illegal drugs on the
Company’s (or any subsidiary’s) premises or while performing any duties or
responsibilities with the Company (or any subsidiary); or (v) commission
at any time of any act of fraud, embezzlement, misappropriation, material
misconduct, or breach of fiduciary duty against the Company (or any subsidiary)
(or any predecessor thereto or successor thereof).


 


“Change of
Control” means the occurrence of any of the following events:


 


(a)                                  any “person” or “group” as such
terms are used in Sections 13(d) and 14(d) of the Exchange Act other
than one or more Permitted Holders is or becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such
person or group shall be deemed to have “beneficial ownership” of all shares
that any such person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, by way of merger, consolidation or other business combination or
purchase of 50% or more of the total voting power of the Voting Stock of the
Company or of AMC (for purposes of calculating the total voting power of the
Voting Stock held by a group solely in the context of a merger, consolidation
or other business combination with a Person engaged in a line of business
similar to that of the Company or of AMC and its Subsidiaries on August 18,
2004, the voting power beneficially owned by the Permitted Holders or by
Permitted Co-Investors, to the extent such voting power of the Voting Stock was
acquired by such Permitted Co-Investors on or before January 31, 2005 in
transactions that satisfy the definition of Permitted Co-Investor, shall be
excluded in an amount equal to the lesser of the total voting power of the
Voting Stock beneficially owned by such Permitted Co-Investors on (x) January 31,
2005 or (y) the date of such merger, consolidation or other business combination);


 


(b)                                 the adoption of a plan relating to
the liquidation or dissolution of the Company or AMC;


 


15

















 


(c)                                  the sale, lease, transfer or other
conveyance, in one or a series of related transactions, of all or substantially
all of the assets of the Company or of AMC and its Subsidiaries, taken as a
whole, to any Person other than one or more Permitted Holders; or


 


(d)                                 a change of control under the indentures
relating to the 91/2% Senior Subordinated Notes due 2011,
the 97/8% Senior Subordinated Notes due 2012, the 8%
Senior Subordinated Notes due 2014 or the 11% Senior Subordinated Notes due
2016 issued by AMC;


 


provided, however, that none
of (x) the closing of the Merger of Marquee Inc. with and into AMC as of December 23,
2004, (y) the closing of the Holdings Merger or (z) the closing of
the Operating Company Merger shall constitute or be deemed to cause or result
in a Change of Control hereunder.


 


“Charitable
Organization” means a charitable organization as described by Section 501(c)(3) or
any successor provision of the Internal Revenue Code of 1986, as in effect from
time to time.


 


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


 


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


 


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


 


“Common
Stock” means the Class A Common Stock, the Class L Common Stock,
the Class N Common Stock, the residual common stock, par value $0.01 per
share, of the Company and any other class or series of common stock of the
Company.


 


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


 


“Company
Sale” means any one of the following:  (i) a change in the
ownership or control of the Company or AMC effected through a transaction or
series of transactions (including by way of merger, consolidation, business
combination or similar transaction involving the Company or any of its
Subsidiaries) whereby any “person” or related “group” of “persons” (as such
terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act)
(other than the Company, any of its Subsidiaries, an employee benefit plan
maintained by the Company or any of its Subsidiaries, or a “person” that, prior
to such transaction, directly or indirectly controls, is controlled by, or is
under common control with, the Company) directly or indirectly acquires
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
Act), of more than fifty percent (50%) of the Stock then outstanding, or of
securities of the Company or AMC (or options, rights or warrants to purchase or
securities convertible into or exchangeable for such securities) possessing
more than fifty percent (50%) of the total combined voting power of the Company’s
or AMC’s securities outstanding, in either case immediately after such
transaction or series of transactions; or (ii) the sale, lease, transfer,
conveyance or other disposition (other than by way of a transaction that would
not be deemed an Company Sale pursuant to clause (i) above), in one or a
series of related transactions, of all or substantially all of the assets of
the Company or AMC, or the Company and its subsidiaries taken as a whole, to
any “person” (as defined above).


 


16

















 


“Convertible
Securities” means any evidence of indebtedness, shares of stock or other
securities (other than Options or Warrants) which are directly or indirectly
convertible into or exchangeable or exercisable for shares of Stock.


 


“CP III”
has the meaning set forth in the preamble.


 


“Drag-Along Notice” has the meaning
set forth in Section 3(b).


 


“Drag-Along
Sellers” has the meaning set forth in Section 3(a).


 


“Drag-Along Transferee” has the
meaning set forth in Section 3(a).


 


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


 


“Eligible Shares” has the meaning
set forth in Section 4(a).


 


“Employee
Option” means any Option held by any Management Stockholder.


 


“Equivalent
Shares” means, at any date of determination, (a) as to any outstanding
shares of Stock, such number of shares of Stock, (b) as to any outstanding
Options, Warrants or Convertible Securities, the maximum number of shares of
Stock for which or into which such Options, Warrants or Convertible Securities
may at the time be exercised, converted or exchanged (or which will become
exercisable, convertible or exchangeable on or prior to, or by reason of, the
transaction or circumstances in connection with which the number of Equivalent
Shares is to be determined) and (c) in respect of any Subsidiary of the
Company, (i) as to any outstanding shares of stock of any Subsidiary of
the Company, such number of shares of stock or (ii) as to any outstanding
options, warrants or convertible securities, the maximum number of shares of
stock of any Subsidiary of the Company for which or into which such options,
warrants or convertible securities may at the time be exercised, converted or
exchanged (or which will become exercisable, convertible or exchangeable on or
prior to, or by reason of, the transaction or circumstances in connection with
which the number of Equivalent Shares is to be determined).


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations in effect
thereunder.


 


“Exit Sale” has the meaning set
forth in Section 3(a).


 


“Fair Market Value” of a share of
Common Stock as of a given date shall be:


 


(a)                                  The closing price of a share of
Common Stock on the principal exchange on which such shares are then trading,
if any (or as reported on any composite index which includes such principal
exchange), on the most recent trading day prior to such determination date; or


 


(b)                                 If Common Stock is not traded on an
exchange, the mean between the closing representative bid and asked prices for
a share of Common Stock on the most recent trading day prior to such
determination date as reported by Nasdaq or, if Nasdaq is not then in
existence, by its successor quotation system; or


 


17

















 


(c)                                  If Common Stock is not publicly
traded on an exchange and not quoted on Nasdaq or a successor quotation system,
the fair market value of a share of Common Stock as determined in good faith by
the Board or the committee appointed to administer the Option Plan.  For purposes of determining the fair market value
of Class N Common Stock hereunder, none of the Company nor the Board nor
any third party valuation expert shall take into account the non-voting nature
of the Class N Common Stock and each share of Class N Common Stock shall
be deemed to have the same fair market value on a per share basis as the fair market
value of all other shares and all other classes of Common Stock.


 


“Financing
Documents” has the meaning set forth in Section 2(g).


 


“Former LCE
Investors” has the meaning set forth in the preamble.


 


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


 


“Good
Reason” with respect to a Management Stockholder’s Termination of Service
shall have the meaning specified in the written service agreement, if any,
between the Company (or a subsidiary) and such Management Stockholder, and in
the event such term is not defined thereunder or there is no such service
agreement then in effect, the term “with Good Reason” shall have no meaning or
effect under this Agreement.


 


“Governmental Approval” means, with
respect to any Transfer of Shares, any consent or other action by, or filing
with, any governmental authority required in connection with such Transfer and
the expiration or early termination of any applicable statutory waiting period
in connection with such action or filing.


 


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


 


“Independent
Third Party” means any Person who, immediately prior to the contemplated
transaction, (i) does not own, either directly or through one or more
intermediaries, in excess of 3% of the Shares (any Person owning in excess of
3% of the Shares being referred to herein as a “3% Owner”) and (ii) is
not an Affiliate of any such 3% Owner.


 


“Initial
Investor Shares” means that number of Shares held by an 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).


 


“Investor” or “Investors”
means each of the JPMP Investors, the Apollo Investors, the Other Marquee
Investors (as defined in the Marquee Stockholders Agreement), the Carlyle
Investors, the Bain Investors, the Spectrum Investors and any other subsequent
holder of Shares who becomes an Investor bound by the terms of the Marquee
Stockholders Agreement in accordance with the terms of the Marquee Stockholders
Agreement.


 


“IPO Date” means the date on which
the Company consummates its Initial Public Offering.


 


18

















 


“JPMP
Affiliate” means, with respect to J.P. Morgan Partners, LLC, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with J.P. Morgan Partners, LLC; or any other Person
that owns, directly or indirectly, 10% or more of J.P. Morgan Partners, LLC’s
Capital Stock or J.P. Morgan Partners, LLC’s partnership or membership
interests or any officer or director of J.P. Morgan Partners, LLC or such other
Person.   For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 


“JPMP Group”
means (i) J.P. Morgan Partners, LLC and (ii) any JPMP Affiliate.


 


“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 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.


 


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


 


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


 


“Management Stockholder” and “Management Stockholders” has the meaning
set forth in the preamble.


 


“Marquee
Stockholders Agreement” has the meaning set forth in the recitals.


 


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


 


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


 


“Opposing
Principal Investor Parties” has the meaning set forth in the definition of
Requisite Stockholder Majority.


 


“Options”
means any options to subscribe for, purchase or otherwise directly acquire
Stock, other than any such option held by the Company or any right to purchase
shares pursuant to this Agreement or the Marquee Stockholders Agreement.


 


“Original
Management Stockholders Agreement” has the meaning set forth in the preamble.


 


“Original
Management Stockholders” has the meaning set forth in the recitals.


 


19

















 


“Party” and “Parties” has the meaning set forth
in the preamble.


 


“Permitted
Co-Investor” means an Investor (other than the Principal Investors) as of December 23,
2004 and any one or more institutional investors and their respective
Affiliates to which any Permitted Holder transfers in the aggregate up to, but
no more than, 35% of (a) its equity commitments to the transactions
contemplated by the Agreement and Plan of Merger by and among the Company, Marquee
Inc. and AMC, dated as of July 22, 2004, or (b) its equity securities
of the Company or AMC, in each case on or before January 31, 2005 (all
transfers to any Affiliates of such institutional investor shall be included in
such percentage calculation). For purposes of this definition, “Affiliate”
means, with respect to any specified Person:


 


(A)                              any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; or


 


(B)                                any other Person that owns, directly
or indirectly, 10% or more of such Person’s Capital Stock or any officer or
director of any such Person or other Person or with respect to any natural
Person, any person having a relationship with such Person by blood, marriage or
adoption not more remote than first cousin.


 


For the purposes of this definition, “control” when
used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Permitted
Holder” means:


 


(a)                                  any member of the Apollo Group;


 


(b)                                 any member of the JPMP Group; and


 


(c)                                  any subsidiary, any employee stock
purchase plan, stock option plan or other stock incentive plan or program,
retirement plan or automatic reinvestment plan or any substantially similar
plan of the Company or AMC or any subsidiary of the Company or any Person
holding securities of AMC or the Company for or pursuant to the terms of any
such employee benefit plan; provided that if any lender or other Person
shall foreclose on or otherwise realize upon or exercise any remedy with
respect to any security interest in or lien on any securities of AMC or the
Company held by any Person listed in this clause (c), then such securities
shall no longer be deemed to be held by a Permitted Holder.


 


“Permitted Transfer” means:  (i) a Transfer approved by the Requisite
Stockholder Majority, (ii) a Transfer to an Affiliated Fund of an
Investor; provided such transferee remains at all times an Affiliated
Fund of such transferor following the Transfer; (iii) following an Initial
Public Offering, a Transfer by an Investor made as part of a distribution by an
Investor to its respective general or limited partners or members in accordance
with such Investor’s fund documents, as the case may be; (iv) in
connection with or after an Initial Public Offering, a Transfer by any Investor
to one or more Charitable Organizations that, in the aggregate when taken
together with any and all such Transfers to one or more Charitable
Organizations, shall not 


 


20

















 


exceed 20% of the Initial Investor Shares held by such Investor; (v) a
Transfer made by a JPMP Investor pursuant to and in accordance with the Amended
and Restated Regulatory Sideletter; or (vi) a Transfer made pursuant to
the registration rights as set forth in Section 6 of the Marquee Stockholders
Agreement; provided that such transferee, in the case of clauses (i), (ii) and
(v) above shall agree in writing with the Parties to be bound by, and to
comply with, all applicable provisions of and to be deemed to be an Investor
for purposes of this Agreement and the Marquee Stockholders Agreement; provided,
further, that such transferee in the case of clause (iv) above
shall agree in writing with the Parties to be bound by, and to comply with the
Marquee Stockholders Agreement, other than Sections 5 and 9 thereof.  For the avoidance of doubt, (A) any
Permitted Transfer made pursuant to clause (i) of this definition is
subject to the provisions of Section 4 of the Marquee Stockholders
Agreement, and (B) a transferee of Shares subsequent to the IPO Date may,
but shall not be required to, agree in writing with the Parties to be bound by,
and to comply with, all applicable provisions of and to be deemed to be an
Investor for purposes of this Agreement and the Marquee Stockholders Agreement.


 


“Permitted
Management Transferee” has the meaning set forth in Section 1(c).


 


“Permitted
Transferee” means any Person who acquires Shares pursuant to clauses (i) and
(ii) of the definition of Permitted Transfer.


 


“Person” includes any individual,
corporation, association, partnership (general or limited), joint venture,
trust, estate, limited liability company, or other legal entity or
organization.


 


“Pre-Existing
Marquee Investors” has the meaning set forth in the preamble.


 


“Principal
Investor” means any one of (i) the JPMP Investors, collectively, (ii) the
Apollo Investors, collectively, (iii) the Carlyle Investors, collectively,
and (iv) the Bain 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 Investor Shares representing at
least 25% of the Initial Investor Shares held by such Principal Investor (in
each case, as may be adjusted for stock splits, stock dividends,
recapitalizations, pro-rata selldowns or similar events).  For the avoidance of doubt, so long as there
are two or more Principal Investors, references in this Agreement to “Principal
Investors” shall mean all Principal Investors then remaining, 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.


 


“Public Sale” means a Transfer
pursuant to (i) a bona fide underwritten public offering pursuant to an
effective registration statement filed under the Securities Act or (ii) Rule 144
(other than in a privately negotiated sale).


 


“Regulatory
Problem” has the meaning set forth in the Amended and Restated Regulatory
Side letter.


 


“Repurchase
Price” has the respective meanings set forth in Section 2(d).


 


“Requisite
Stockholder Majority” means, at the time of approval or consent: (a) the
consent of three of the Principal Investors so long as there are four Principal
Investors, provided, 


 


21

















 


however, if two of the Principal Investors
(the “Approving Principal Investor Parties”) consent to the exercise of
any right or the taking of any action but the other two Principal Investors
(the “Opposing Principal Investor Parties”) do not consent to the
exercise of such right or the taking of such action and (i) a Pre-Existing
Marquee Investor is an Approving Principal Investor Party and another
Pre-Existing Marquee Investor is an Opposing Principal Investor Party, (ii) a
Former LCE Investor is an Approving Principal Investor Party and another Former
LCE Investor is an Opposing Principal Investor Party, and (iii) the
Spectrum Investors hold Investor Shares representing at least 25% of the
Initial Investor Shares held by the Spectrum Investors, then the “Requisite
Stockholder Majority” shall mean the consent of the Approving Principal
Investor Parties plus the consent of the Spectrum Investors; (b) the
consent of two of the Principal Investors, so long as there are two or three
Principal Investors; (c) the consent of one Principal Investor, so long as
there is only one Principal Investor; or (d) the consent of holders of a
majority of the issued and outstanding shares of Class A Common Stock and Class L
Common Stock, voting together as a single class, so long as there is no
Principal Investor.  For the avoidance of
doubt, for purposes of determining the Requisite Stockholder Majority, the
taking of any action or the exercise of any right (including the granting of
any consent or approval) by any Principal Investor or by the Spectrum Investors
shall be determined by the holders of a majority of the Shares held by such
Principal Investor or the Spectrum Investors (as applicable).


 


“Restricted
Shares” has the meaning set forth in the preamble.


 


“Rule 144”
means Rule 144, or any successor thereto, promulgated under the Securities
Act.


 


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


 


“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations in
effect thereunder.


 


“Shares”
means (a) all shares of Stock, whenever issued, including all shares of
Stock issued upon the exercise, conversion or exchange of any Options, Warrants
or Convertible Securities and (b) all Options, Warrants and Convertible Securities
(treating such Options, Warrants and Convertible Securities as a number of
Shares equal to the number of Equivalent Shares represented by such Options,
Warrants and Convertible Securities for all purposes of this Agreement except
as otherwise specifically set forth herein).


 


“Spectrum
IV” has the meaning set forth in the recitals.


 


“Spectrum
Investors” has the meaning set forth in the recitals.


 


“Spectrum
Manager’s Fund” has the meaning set forth in the recitals.


 


 “Spectrum Parallel” has the meaning set
forth in the recitals.


 


“Stock”
means Common Stock, together with any other classes or series of equity
securities of the Company.


 


22

















 


“Subsidiary”
or “Subsidiaries” of any Person means any corporation, partnership,
joint venture or other legal entity of which such Person (either alone or
through or together with any other Person), owns, directly or indirectly, 50%
or more of the stock or other equity interests which are generally entitled to
vote for the election of the board of directors or other governing body of such
corporation or other legal entity.


 


“Successor
Entity” has the meaning set forth in Section 9(k).


 


“Tag-Along
Election Period” has the meaning set forth in Section 4(a).


 


“Tag-Along Rights” has the meaning
set forth in Section 4(a).


 


“Tag-Along
Seller” has the meaning set forth in Section 4(a).


 


“Tag-Along Transferee” has the
meaning set forth in Section 4(a).


 


“TC Group”
has the meaning set forth in the recitals.


 


“Termination of Service” means the
time when the service relationship between a Management Stockholder and the
Company or one of its subsidiaries is terminated for any reason, with or
without Cause, including, but not by way of limitation, a termination by
resignation, discharge, death or retirement, but excluding a termination where
there is a simultaneous engagement (or continuation) by the Company or one of
its subsidiaries of the services of the Management Stockholder as an employee,
consultant or director.  The committee appointed
to administer the Option Plan or the Board shall determine the effect of all
matters and questions relating to Termination of Service, including, but not by
way of limitation, all questions of whether a particular leave of absence
constitutes a Termination of Service.


 


“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.


 


“Voting
Stock” of a Person means all classes of Capital Stock or other interests
(including partnership interests) of such Person then outstanding and normally
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof.


 


“Warrants”
means any warrants to subscribe for, purchase or otherwise directly acquire
Stock or Convertible Securities.


 


(b)                                 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.


 


23

















 


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


 


(d)                                 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.


 


Section 9.                                            Miscellaneous.


 


(a)                                  Legends. 
Each certificate representing the Restricted Shares shall bear the
following legends:


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE
EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR
EXCHANGED UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION OR EXCHANGE COMPLIES WITH THE PROVISIONS OF THE AMENDED AND
RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT, DATED AS OF JANUARY 26, 2006, AMONG
THE COMPANY AND THE STOCKHOLDERS PARTY THERETO, A COPY OF WHICH IS ON FILE WITH
THE SECRETARY OF THE COMPANY.”


 


(b)                                 Successors, Assigns and Transferees. 
Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any Party, in whole or in part (whether by operation
of law, stock sale, merger, consolidation or otherwise, except in the case of
the Company), without the prior written consent of the Parties, and any attempt
to make such assignment without such written consent shall be null and
void.  Notwithstanding the foregoing, a
Party may assign its rights, interests and obligations hereunder to a transferee
of Shares hereunder without obtaining the prior written consent of the Parties
solely in connection with Transfers of Shares made in compliance with the
provisions of this Agreement and, in the case of Parties other than the
Management Stockholders, of the Marquee Stockholders Agreement.  Each Pre-Existing Marquee Investor and Former
LCE Investor shall require that any of its Permitted Transferees expressly
assume and agree in writing to be bound by this Agreement and to perform such
Investor’s obligations under this Agreement in the same manner and to the same
extent that 


 


24

















 


such
Investor would have been required to perform such obligations had no succession
or assignment taken place.  This
Agreement shall be binding upon and inure to the benefit of the Parties hereto
and their respective legal representatives, heirs, legatees, successors and permitted
assigns and shall also apply to any Restricted Shares and Employee Options acquired
by any Management Stockholder after the date hereof.


 


(c)                                  Specific Performance, Etc. 
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.  Each Party agrees 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
Party hereby agrees to waive the defense in any action for specific performance
that a remedy at law would be adequate.


 


(d)                                 Governing Law. 
This Agreement shall be governed by and construed in accordance with the
internal laws, and not the law of conflicts, of the state of Delaware.


 


(e)                                  Voting Agreement. 
Prior to the earliest to occur of (i) the five year anniversary of
the Effective Time, and (ii) the Initial Public Offering, 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, on which any Management
Stockholder is entitled to vote, and for so long as there is at least one
Principal Investor, each such Management Stockholder agrees to vote such
Management Stockholder’s Restricted Shares, or to provide such Management
Stockholder’s written consent, in favor of such matter or action with respect
to that number of Restricted Shares that Manager Stockholder is entitled to
vote or provide consent in respect of as is equal to the same proportion of
Shares respectively held by the Principal Investors that are voted in favor of
such matter or action; provided, that no Management Stockholder shall be
required to vote in favor of, or provide his, her or its written consent to,
any action that would disproportionately affect such Management Stockholder
relative to the other holders of Common Stock in any material and adverse
manner.


 


(f)                                    Interpretation. 
The headings of the Sections contained in this Agreement are solely for
the purpose of reference, are not part of the agreement of the Parties and
shall not affect the meaning or interpretation of this Agreement.


 


(g)                                 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:


 


25

















 


(i)                                     if to the Company, addressed to it
at:


 


Marquee Holdings Inc.

920 Main Street

Kansas City, MO 64105 

Fax: (816) 480-4700

Attn:                    Kevin
M. Connor


 


with a copy to:


 


Latham & Watkins LLP

885 Third Avenue

New York, New York 10022


Fax:                           (212)
751-4864

Attn:                    Raymond Y. Lin


David S. Allinson


 


(ii)                                  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


Stephen P. Murray


 


with a copy to:


 


Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Fax:                           (212)
751-4864

Attn:                    Raymond Y. Lin



David S. Allinson


 


(iii)                               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


 


26

















 


with a copy to:


 


Wachtell, Lipton, Rosen & Katz

51 West 52nd Street


New York, NY 10019

Fax: (212) 403-2000

Attn:                    Daniel
A. Neff


David C. Karp


 


(iv)                              if to the Bain Investors, addressed
as follows:


 


c/o Bain Capital, LLC

111 Huntington Avenue

Boston, Massachusetts 02199


Fax:                           (617)
516-2010


Attn:                    John Connaughton


Phil Loughlin


 


with a copy to:


 


Ropes & Gray LLP


One International Place

Boston, Massachusetts 02110

Fax:                           (617)
951-7050

Attn:                    R. Newcomb
Stillwell


Howard S. Glazer


 


(v)                                 if to the Carlyle Investors,
addressed as follows:


 


c/o The Carlyle Group

520 Madison Avenue, 42nd Floor

New York, New York 10022


Fax:                           (212)
381-4901


Attn:                    Michael Connelly


Eliot P.S. Merrill


 


with a copy to:


 


Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Fax:                           (212)
751-4864


Attn:                    Ronald Hopkinson


 


(vi)                              if to the Spectrum Investors,
addressed as follows:


 


c/o Spectrum Equity Investors

333 Middlefield Road

Suite 200

Menlo Park, CA 94025


Fax:                           (415)
464-4601


Attn:                    Brion Applegate


Benjamin Coughlin


 


27

















 


with a copy to:


 


Latham & Watkins LLP

505 Montgomery Street, Suite 1900

San Francisco, California 94111


Fax:                           (415)
395-8095

Attn:                    Scott R. Haber


Tad J. Freese


 


and


 


(vii)                           if to a Management Stockholder, to
the address set forth on such Management Stockholder’s signature page hereto.


 


(h)                                 Recapitalization, Exchange, Etc.
Affecting the Company’s Common Stock.  The
provisions of this Agreement shall apply, to the full extent set forth herein,
with respect to any and all shares of Common Stock of the Company or any
successor or assign of the Company (whether by merger, consolidation, sale of
assets, conversion to a corporation or otherwise) that may be issued in respect
of, in exchange for, or in substitution of, the Common Stock and shall be
appropriately adjusted for any dividends, splits, reverse splits, combinations,
recapitalizations, and the like occurring after the date hereof.


 


(i)                                     Counterparts. 
This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same agreement.


 


(j)                                     Severability. 
In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstances, is held invalid, illegal, or
unenforceable in any respect for any reason, the validity, legality, and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be in any way impaired thereby.


 


(k)                                  Amendment. 
This Agreement may be amended, modified or extended, and the provisions
hereof may be waived, only by resolution of the Board approved by (i) the
Requisite Stockholder Majority and (ii) solely with respect to any
amendment of this Agreement, the Management Stockholders holding in the
aggregate a majority of the then outstanding Restricted Shares.  At any time hereafter, Persons acquiring
Shares or Employee Options may be made parties hereto by executing a signature page in
the form attached as Exhibit A hereto, which signature page shall
be countersigned by the Company and shall be attached to this Agreement and
become a part hereof without any further action of any other Party hereto.  Except as otherwise provided herein, in the
event that (A) the Company or any successor or assign consolidates with or
merges into any other Person and shall not be the continuing or surviving
corporation or entity in such consolidation or merger, (B) the Company or
any successor or assign transfers all or substantially all of its properties
and assets to any Person, or (C) a sale of the Company is consummated
pursuant to Section 3 and the Investors and/or Management Stockholders receive
non-publicly traded equity securities in connection with such transaction, 


 


28

















 


then
in the case of either (A) or (B), proper provision shall be made and all
Investors and Management Stockholders shall execute such documents and
agreements as reasonably requested by the Principal Investors so that this
Agreement shall be given full force and effect with respect to such surviving
corporation or entity or such Person that acquires all or substantially all of
the properties and assets of the Company or any successor or assign (any such
surviving corporation, entity or Person, a “Successor Entity”), as the
case may be, and the rights and obligations of each Party hereto shall continue
in full force and effect such that each Party shall have the same rights and
obligations with respect to the applicable Successor Entity and its securities
as it has with respect to the Company and the Shares, and in the case of (C) proper
provision shall be made and all Investors and Management Stockholders shall
execute such documents and agreement as reasonably requested by the Principal
Investors so that the provisions of Section 2, Section 3 and Section 4
shall survive (as may be amended as reasonably determined by the Principal
Investors) with respect to such non-publicly traded equity securities.


 


(l)                                     Tax Withholding. 
The Company shall be entitled to require payment in cash or deduction
from other compensation payable to any Management Stockholder of any sums
required by federal, state, or local tax law to be withheld with respect to the
issuance, vesting, exercise, repurchase, or cancellation of any Restricted
Share or any Employee Option.


 


(m)                               No Employment Rights. 
Nothing contained in this Agreement (i) obligates the Company or
any affiliate of the Company to employ any Management Stockholder in any
capacity whatsoever; or (ii) prohibits or restricts the Company or any
affiliate of the Company from terminating the employment, if any, of any
Management Stockholder at any time or for any reason whatsoever and each
Management Stockholder hereby acknowledges and agrees that, except as may
otherwise be set forth in any written agreement between the Company and such
Management Stockholder, neither the Company nor any other person has made any
representations or promises whatsoever to such Management Stockholder
concerning his or her employment or continued employment by the Company or any
Affiliate of the Company.


 


(n)                                 Offsets. 
The Company shall be permitted to offset and reduce from any amounts
payable to a Management Stockholder the amount of any indebtedness or other
obligation or payment owing to the Company by the Management Stockholder.


 


(o)                                 Integration. 
This Agreement, the Marquee Stockholders Agreement and the Second Amended
and Restated Regulatory Side Letter constitute the entire agreement among the
Parties hereto pertaining to the subject matter hereof and supersede all prior
agreements and understandings pertaining thereto, including the Original
Management Stockholders Agreement and Exhibit C to the Merger Agreement; provided,
however, that for the avoidance of doubt, it is understood and agreed
that nothing in the Marquee Stockholders Agreement shall be deemed to confer
upon the Management Stockholders any rights beyond those expressly set forth
herein.


 


(p)                                 Further Assurances. 
In connection with this Agreement and the transactions contemplated
thereby, each Management Stockholder 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.


 


29

















 


(q)                                 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.


 


(r)                                    Regulatory Matters.


 


(i)                                     Each Management Stockholder agrees
to cooperate with the Company in all reasonable respects in complying with the
terms and provisions of the Amended and Restated Regulatory Sideletter,
including voting, if applicable, to approve amending the Company Charter, the
Company’s bylaws or this Agreement in a manner reasonably acceptable to the
Parties and the JPMP Investors entitled to make such request pursuant to the
Amended and Restated Regulatory Sideletter in order to remedy a Regulatory
Problem (as defined in the Amended and Restated Regulatory Sideletter).


 


(ii)                                  The Company and each Party agrees
not to amend or waive the voting or other provisions of the Company Charter,
the Company’s bylaws or this Agreement if such amendment or waiver would cause
the JPMP Investors to have a Regulatory Problem.  The JPMP Investors agree to notify the
Company as to whether or not it would have a Regulatory Problem promptly after
the JPMP Investors have notice of such amendment or waiver.


 


(iii)                               For the avoidance of doubt, without
limiting the foregoing, nothing in this Section 9(r) shall be deemed to
grant the holders of Class N Common Stock any voting rights.


 


(s)                                  No Strict Construction. 
This Agreement shall be deemed to be collectively prepared by the
Parties, 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.


 


(t)                                    Intended Third Party Beneficiaries. 
The provisions of Section 3(a) of this Agreement are intended
to benefit the Investors and each Investor shall have all rights thereunder as
if such Investor were a party to this Agreement.


 


30

















 


(u)                                 Amendment and Restatement. 
At the Effective Time, this Agreement shall amend and restate the
Original Management Stockholders Agreement in its entirety.


 


[signature pages follow]


 


31

















 


IN WITNESS
WHEREOF, the undersigned have executed this Agreement on the date first written
above.


 


	
   

  	
  MARQUEE
  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R.
  Ramsey

  	
   

  
	
   

  	
  Its:

  	
  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/ Michael R.
  Hannon

  	
   

  
	
   

  	
   

  	
  Name: Michael R.
  Hannon

  
	
   

  	
   

  	
  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/ Michael R.
  Hannon

  	
   

  
	
   

  	
   

  	
  Name: Michael R.
  Hannon

  
	
   

  	
   

  	
  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/ Michael R.
  Hannon

  	
   

  
	
   

  	
   

  	
  Name: Michael R.
  Hannon

  
	
   

  	
   

  	
  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/ Michael R.
  Hannon

  	
   

  
	
   

  	
   

  	
  Name: Michael R.
  Hannon

  
	
   

  	
   

  	
  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/ Michael R.
  Hannon

  	
   

  
	
   

  	
   

  	
  Name: Michael R.
  Hannon

  
	
   

  	
   

  	
  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/ Michael R.
  Hannon

  	
   

  
	
   

  	
   

  	
  Name: Michael R.
  Hannon

  
	
   

  	
   

  	
  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/ Michael R.
  Hannon

  	
   

  
	
   

  	
   

  	
  Name: Michael R.
  Hannon

  
	
   

  	
   

  	
  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/ Michael R.
  Hannon

  	
   

  
	
   

  	
   

  	
  Name: Michael R.
  Hannon

  
	
   

  	
   

  	
  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:

  	
  /s/ Patricia M.
  Navis

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Patricia M.
  Navis

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 

















 


	
   

  	
  BAIN CAPITAL HOLDINGS (LOEWS) I, LLC

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  BAIN CAPITAL
  HOLDINGS (LOEWS) L,

  
	
   

  	
   

  	
  L.L.C., ITS
  ADMINISTRATIVE MEMBER

  
	
   

  	
  BY:

  	
  BAIN CAPITAL
  HOLDINGS (LOEWS) I

  
	
   

  	
   

  	
  L.P., ITS
  ADMINISTRATIVE MEMBER

  
	
   

  	
  BY:

  	
  BAIN CAPITAL
  PARTNERS VII, L.P.,

  
	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
  BY:

  	
  BAIN CAPITAL
  INVESTORS, LLC, ITS

  
	
   

  	
   

  	
  GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BAIN
  CAPITAL AIV (LOEWS) II, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  BAIN CAPITAL
  PARTNERS VIII, L.P.,

  
	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
  BY:

  	
  BAIN CAPITAL
  INVESTORS LLC,

  
	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Connaughton

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John P. Connaughton

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director of Bain Capital

  Investors LLC*

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  * On behalf of each of Bain Capital Partners VII,

  L.P. and Bain Capital Partners VIII, L.P.

  
							



 

















 


	
   

  	
  TC
  GROUP INVESTMENT HOLDINGS, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  TCG HOLDINGS II,
  L.P.,

  
	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  DBD INVESTORS V, L.L.C.,

  
	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J.
  Connelly

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael J. Connelly

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CARLYLE
  PARTNERS III LOEWS, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  TC GROUP III, L.P.,

  
	
   

  	
   

  	
  ITS GENERAL
  PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  TC GROUP III, L.L.C.,

  
	
   

  	
   

  	
  ITS GENERAL PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  TC GROUP, L.L.C.,

  
	
   

  	
   

  	
  ITS MANAGING MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  TCG HOLDINGS, L.L.C.,

  
	
   

  	
   

  	
  ITS MANAGING MEMBER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J.
  Connelly

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael J.
  Connelly

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
						



 

















 


	
   

  	
  CP III
  COINVESTMENT, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  TC GROUP III, L.P.,

  
	
   

  	
   

  	
  IT GENERAL
  PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  TC GROUP III, L.L.C.,

  
	
   

  	
   

  	
  ITS GENERAL PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  TC GROUP, L.L.C.,

  
	
   

  	
   

  	
  ITS MANAGING MEMBER

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
  TCG HOLDINGS, L.L.C.,

  
	
   

  	
   

  	
  ITS MANAGING MEMBER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J.
  Connelly

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael J.
  Connelly

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
						



 

















 


	
   

  	
  SPECTRUM
  EQUITY INVESTORS IV, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  SPECTRUM EQUITY ASSOCIATES IV, L.P.,

  
	
   

  	
   

  	
  ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Brion B.
  Applegate

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brion B.
  Applegate

  	
   

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPECTRUM
  EQUITY INVESTORS

  
	
   

  	
  PARALLEL
  IV, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  SPECTRUM EQUITY ASSOCIATES IV, L.P.,

  
	
   

  	
   

  	
  ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Brion B.
  Applegate

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brion B.
  Applegate

  	
   

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPECTRUM
  IV INVESTMENT MANAGERS’

  
	
   

  	
  FUND,
  L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Brion B.
  Applegate

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brion B.
  Applegate

  	
   

  
	
   

  	
   

  	
  Title:

  	
  General Partner

  	
   

  
						



 

















 


Each Management Stockholder has agreed to be bound by
the terms of this Agreement by execution and delivery of the signature page set
forth as Exhibit A hereto.


 

















 


EXHIBIT A


 


SIGNATURE PAGE

TO THE

AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT
OF

MARQUEE HOLDINGS INC.


 


By execution of this signature page, [Name] hereby agrees to become a
party to, be bound by the obligations of, and receive the benefits of, that
certain Amended and Restated Management Stockholders Agreement of Marquee
Holdings Inc. dated as of January 26, 2006 by and among Marquee Holdings
Inc., and certain other parties named therein, as amended from time to time
thereafter.


 


	
   

  	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Residence
  Address:

  
	
   

  	
   

  
	
   

  	
   

  



 

















 


EXHIBIT A


 


SIGNATURE PAGE

TO THE

AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT
OF

MARQUEE HOLDINGS INC.


 


By execution of this signature page, Peter C. Brown hereby agrees to
become a party to, be bound by the obligations of, and receive the benefits of,
that certain Amended and Restated Management Stockholders Agreement of Marquee
Holdings Inc. dated as of January 26, 2006 by and among Marquee Holdings
Inc., and certain other parties named therein, as amended from time to time
thereafter.


 


	
   

  	
  /s/ Peter C.
  Brown

  
	
   

  	
  Peter C. Brown

  



 

















 


EXHIBIT A


 


SIGNATURE PAGE

TO THE

AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT
OF

MARQUEE HOLDINGS INC.


 


By execution of this signature page, Kevin M. Connor hereby agrees to
become a party to, be bound by the obligations of, and receive the benefits of,
that certain Amended and Restated Management Stockholders Agreement of Marquee
Holdings Inc. dated as of January 26, 2006 by and among Marquee Holdings
Inc., and certain other parties named therein, as amended from time to time
thereafter.


 


	
   

  	
  /s/ Kevin M.
  Connor

  
	
   

  	
  Kevin M. Connor

  



 

















 


EXHIBIT A


 


SIGNATURE PAGE

TO THE

AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT
OF

MARQUEE HOLDINGS INC.


 


By execution of this signature page, John D. McDonald hereby agrees to
become a party to, be bound by the obligations of, and receive the benefits of,
that certain Amended and Restated Management Stockholders Agreement of Marquee
Holdings Inc. dated as of January 26, 2006 by and among Marquee Holdings
Inc., and certain other parties named therein, as amended from time to time
thereafter.


 


	
   

  	
  /s/ John D.
  McDonald

  
	
   

  	
  John D. McDonald

  



 

















 


EXHIBIT A


 


SIGNATURE PAGE

TO THE

AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT
OF

MARQUEE HOLDINGS INC.


 


By execution of this signature page, Mark McDonald hereby agrees to
become a party to, be bound by the obligations of, and receive the benefits of,
that certain Amended and Restated Management Stockholders Agreement of Marquee
Holdings Inc. dated as of January 26, 2006 by and among Marquee Holdings
Inc., and certain other parties named therein, as amended from time to time
thereafter.


 


	
   

  	
  /s/ Mark
  McDonald

  
	
   

  	
  Mark McDonald

  



 

















 


EXHIBIT A


 


SIGNATURE PAGE

TO THE

AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT
OF

MARQUEE HOLDINGS INC.


 


By execution of this signature page, Craig R. Ramsey hereby agrees to
become a party to, be bound by the obligations of, and receive the benefits of,
that certain Amended and Restated Management Stockholders Agreement of Marquee
Holdings Inc. dated as of January 26, 2006 by and among Marquee Holdings
Inc., and certain other parties named therein, as amended from time to time
thereafter.


 


	
   

  	
  /s/ Craig R. Ramsey

  
	
   

  	
  Craig R. Ramsey

  



 

















 


EXHIBIT A


 


SIGNATURE PAGE

TO THE

AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT
OF

MARQUEE HOLDINGS INC.


 


By execution of this signature page, Travis Reid hereby agrees to
become a party to, be bound by the obligations of, and receive the benefits of,
that certain Amended and Restated Management Stockholders Agreement of Marquee
Holdings Inc. dated as of January 26, 2006 by and among Marquee Holdings
Inc., and certain other parties named therein, as amended from time to time
thereafter.


 


	
   

  	
  /s/ Travis Reid

  
	
   

  	
  Travis Reid

  



 

















 


EXHIBIT A


 


SIGNATURE PAGE

TO THE

AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT
OF

MARQUEE HOLDINGS INC.


 


By execution of this signature page, Philip M. Singleton hereby agrees
to become a party to, be bound by the obligations of, and receive the benefits
of, that certain Amended and Restated Management Stockholders Agreement of
Marquee Holdings Inc. dated as of January 26, 2006 by and among Marquee
Holdings Inc., and certain other parties named therein, as amended from time to
time thereafter.


 


	
   

  	
  /s/ Philip M.
  Singleton

  
	
   

  	
  Philip M.
  Singleton

  



 

















 


EXHIBIT A


 


SIGNATURE PAGE

TO THE

AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT
OF

MARQUEE HOLDINGS INC.


 


By execution of this signature page, Richard T. Walsh hereby agrees to
become a party to, be bound by the obligations of, and receive the benefits of,
that certain Amended and Restated Management Stockholders Agreement of Marquee
Holdings Inc. dated as of January 26, 2006 by and among Marquee Holdings
Inc., and certain other parties named therein, as amended from time to time
thereafter.


 


	
   

  	
  /s/ Richard T.
  Walsh

  
	
   

  	
  Richard T. Walsh