EXHIBIT
10.5


VOTING AND IRREVOCABLE
PROXY AGREEMENT


This Voting and Irrevocable Proxy Agreement (this “Agreement”) is made as of the 11th
day of June, 2007 among AMC Entertainment Holdings, Inc., a Delaware
corporation (the “Company”), J.P. Morgan Partners (BHCA), L.P., a
Delaware limited partnership (“JPMP
BHCA”), J.P. Morgan Partners Global Investors, L.P., a Delaware
limited partnership (“JPMP Global”), J.P. Morgan Partners Global Investors
(Cayman), L.P., a Cayman limited partnership
(“JPMP Cayman”), J.P. Morgan Partners Global Investors (Cayman)
II, L.P., a Cayman limited partnership (“JPMP
Cayman II”), J.P. Morgan Partners Global Investors (Selldown), L.P.,
a Delaware limited partnership (“JPMP Selldown”), J.P. Morgan Partners
Global Investors (Selldown) II, L.P., a Delaware limited partnership (“JPMP
Selldown II”), JPMP Global Fund/AMC/Selldown II, L.P., a Delaware limited
partnership (“JPMP AMC/Selldown II”), J.P. Morgan Partners Global
Investors (Selldown) II-C, L.P., a Delaware limited partnership (“JPMP
Selldown II-C”), AMCE (Ginger), L.P., a Delaware limited partnership (“Ginger”),
AMCE (Luke), L.P., a Delaware limited partnership (“Luke”) and AMCE
(Scarlett), L.P., a Delaware limited partnership (“Scarlett”, and
together with JPMP BHCA, JPMP Global, JPMP
Cayman, JPMP Cayman II, JPMP Selldown, JPMP Selldown II, JPMP
AMC/Selldown II, JPMP Selldown II-C, Ginger,
Luke, and any of their respective Permitted Transferees, the “JPMP Investors”),
Apollo Investment Fund V, L.P., a Delaware limited partnership (“Apollo
Fund V”), Apollo Overseas Partners V, L.P., a Cayman Island exempted
limited partnership (“Apollo Overseas”), Apollo Netherlands Partners
V(A), L.P., a Cayman Island exempted limited partnership (“Apollo
Netherlands V(A)”), Apollo Netherlands Partners V(B), L.P., a Cayman Island
exempted limited partnership (“Apollo Netherlands V(B)”), Apollo German
Partners V GmbH & Co KG, a German limited partnership (“Apollo German
Partners” and, together with Apollo Fund V, Apollo Overseas, Apollo
Netherlands V(A) and Apollo Netherlands V(B), and any of their respective
Permitted Transferees, the “Apollo Investors”), and the other entities
listed on Schedule 1 attached hereto (together with any of their respective
Permitted Transferees and any Permitted Transferees of the Apollo Investors or
JPMP Investors who hold Shares but are no longer members of a Principal
Investor, the “Other AMC Investors”, and together with the JPMP
Investors and Apollo Investors, the “Stockholders” and each
individually, a “Stockholder”).


RECITALS


WHEREAS, the Company, Marquee Holdings Inc., a
Delaware corporation (“Marquee”) and Marquee Merger Sub Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company (“Merger Sub”),
are parties to that certain Agreement and Plan of Merger, dated as of June 11,
2007 (the “Merger Agreement”),
pursuant to which Merger Sub will be merged with and into Marquee, with Marquee
remaining as the surviving corporation (the “Merger”); and


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













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


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


WHEREAS, immediately prior to the Effective Time, Marquee and the
Stockholders were party to that certain Voting and Irrevocable Proxy Agreement,
dated as of January 26, 2006 (the “Original Voting Agreement”), and the
Company and the Stockholders desire to enter into this Agreement to supersede
and replace the Original Voting Agreement; and


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


AGREEMENT


NOW, THEREFORE, the parties hereby agree as follows:


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


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


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


2.2           the election to the
Board of:


(a)           that number of Class
A-1 Directors designated by the JPMP Investors (each, a “JPMP Designee”) which when added
to the number of JPMP Designees who are then directors and will continue to
serve as directors without regard to such annual or special meeting or action
by written consent equals: (i) two (2) JPMP Designees so long as the JPMP
Investors collectively own Shares representing at least twenty-five percent
(25%) of the Initial 













Investor Shares owned by the JPMP Investors;
or (ii) one (1) JPMP Designee so long as the JPMP Investors collectively own
Shares representing at least five percent (5%) but less than twenty-five
percent (25%) of the Initial Investor Shares owned by the JPMP Investors; provided,
that the JPMP Investors shall not have the right to designate any JPMP
Designees if the JPMP Investors collectively own Shares representing less than
five percent (5%) of the Initial Investor Shares owned by the JPMP Investors; provided,
further, that for as long as either JPMP Selldown or JPMP Global owns
any Shares and the JPMP Investors have the right to designate at least one (1)
JPMP Designee pursuant to this Section 2.2(a), (x) if the JPMP Investors have
the right to designate two JPMP Designees, one such JPMP Designee shall be
designated by JPMP Selldown (so long as JPMP Selldown owns Shares) and one such
JPMP Designee shall be designated by JPMP Global (so long as JPMP Global owns
Shares) and (y) if the JPMP Investors have the right to designate one JPMP
Designee, such JPMP Designee shall be designated by JPMP Selldown or, in the
event that JPMP Selldown does not own Shares and JPMP Global does own Shares,
by JPMP Global;


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


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


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


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


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













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


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


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


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


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













granted shall, for the term of this
Agreement, be irrevocable and shall be deemed coupled with an interest; and


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


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


6.             Definitions.


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


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


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


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


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


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


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


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


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


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


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


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


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


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













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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


“Original Voting
Agreement” has the meaning set forth in the recitals.













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


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


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


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


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


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


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


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


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


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


7.             Miscellaneous.


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













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


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


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


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


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













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


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


c/o CCMP Capital
Advisors, LLC


245 Park Avenue


16th Floor


New York, New York 10167


Fax:   (212) 899-3511


Attn:  Michael
R. Hannon


Stephen P. Murray


 


with a copy to:


Latham & Watkins LLP


885 Third Avenue


Suite 1000


New York, NY 10022

Fax:   (212) 751-4864


Attn:  David S.
Allinson


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


Apollo Management, L.P.


9 West 57th Street


43rd Floor


New York, New York 10019

Fax:     (212) 515-3262


Attn:    Marc Rowan


Aaron Stone


with a copy to:


Latham & Watkins LLP


885 Third Avenue


Suite 1000


New York, NY 10022

Fax:   (212) 751-4864


Attn:  David S.
Allinson


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


7.7           Delays or Omissions.  No delay or omission to exercise any right,
power, or remedy accruing to any party hereto upon any breach or default of
another party under 













this Agreement shall impair any such right,
power, or remedy of such party, nor shall it be construed to be a waiver of any
such breach or default, or an acquiescence therein, or of or in any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring.  Any waiver,
permit, consent, or approval of any kind or character on the part of any party
of any breach or default under this Agreement, or any waiver on the part of any
party of any provisions or conditions of this Agreement, must be in writing and
shall be effective only to the extent specifically set forth in such writing or
as provided in this Agreement.  All
remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.


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


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


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


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


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


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


7.14         No Recourse.  Notwithstanding anything that may be
expressed or implied in this Agreement, the Company and each Stockholder
covenant, agree and acknowledge 













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


7.15         Termination of
Original Voting Agreement.  At the
Effective Time, this Agreement shall supersede and replace the Original Voting
Agreement in its entirety and the Original Agreement shall be terminated and of
no further force and effect.


.


[THIS SPACE LEFT
BLANK INTENTIONALLY]


















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


	
  

  	
  AMC ENTERTAINMENT HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Craig R.
  Ramsey

  	
   

  
	
   

  	
   

  	
  Name:  Craig
  R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
					



 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

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

  
	
   

  	
  BY: CCMP
  CAPITAL ADVISORS, LLC,

  
	
   

  	
  as Attorney In
  Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Authorized
  Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
  BY: CCMP
  CAPITAL ADVISORS, LLC,

  
	
   

  	
  as Attorney In
  Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.P. MORGAN PARTNERS GLOBAL INVESTORS 

  (CAYMAN), L.P.

  
	
   

  	
  BY: CCMP
  CAPITAL ADVISORS, LLC,

  
	
   

  	
  as Attorney In
  Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.P. MORGAN PARTNERS GLOBAL INVESTORS 

  (CAYMAN) II, L.P.

  
	
   

  	
  BY: CCMP
  CAPITAL ADVISORS, LLC,

  
	
   

  	
  as Attorney In
  Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Authorized
  Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  J.P. MORGAN PARTNERS GLOBAL INVESTORS
  (SELLDOWN), L.P.

  
	
   

  	
  BY: CCMP
  CAPITAL ADVISORS, LLC,

  
	
   

  	
  as Attorney In
  Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  J.P. MORGAN PARTNERS GLOBAL INVESTORS

  (SELLDOWN) II, L.P.

  
	
   

  	
  BY: CCMP
  CAPITAL ADVISORS, LLC,

  
	
   

  	
  as Attorney In
  Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMP GLOBAL FUND/AMC/SELLDOWN II, L.P.

  
	
   

  	
  BY: CCMP
  CAPITAL ADVISORS, LLC,

  
	
   

  	
  as Attorney In
  Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.P. MORGAN PARTNERS GLOBAL INVESTORS

  (SELLDOWN) II-C, L.P.

  
	
   

  	
  BY: CCMP
  CAPITAL ADVISORS, LLC,

  
	
   

  	
  as Attorney In
  Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  AMCE (GINGER), L.P.

  
	
   

  	
  BY: CCMP
  CAPITAL ADVISORS, LLC,

  
	
   

  	
  as Attorney In
  Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMCE (LUKE), L.P.

  
	
   

  	
  BY: CCMP
  CAPITAL ADVISORS, LLC,

  
	
   

  	
  as Attorney In
  Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMCE (SCARLETT), L.P.

  
	
   

  	
  BY: CCMP
  CAPITAL ADVISORS, LLC,

  
	
   

  	
  as Attorney In
  Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  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/ Authorized
  Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  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/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  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/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	 

	
   

  	
  APOLLO GERMAN PARTNERS V GMBH & CO KG

  	 

	
   

  	
   

  	 

	
   

  	
  BY:  APOLLO
  ADVISORS V, L.P.,

  	 

	
   

  	
  ITS GENERAL
  PARTNER

  	 

	
   

  	
  BY:  APOLLO
  CAPITAL MANAGEMENT V, INC.

  	 

	
   

  	
  ITS GENERAL
  PARTNER

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  WESTON
  PRESIDIO CAPITAL IV, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  WPC
  ENTREPRENEUR FUND II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  CAISSE
  DE DEPOT ET PLACEMENT DU QUEBEC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  CO-INVESTMENT
  PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT


















 


	
  

  	
  CSFB
  STRATEGIC PARTNERS HOLDINGS II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  CSFB
  STRATEGIC PARTNERS PARALLEL HOLDINGS 

  II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

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

  
	
   

  	
   

  
	
   

  	
  f/k/a  CSFB
  CREDIT OPPORTUNITIES FUND (HELIOS), 

  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GSO Capital Partners LP,
  as

  Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  CREDIT
  SUISSE ANLAGESTIFTUNG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  PEARL
  HOLDING LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  PARTNERS
  GROUP PRIVATE EQUITY PERFORMANCE 

  HOLDING LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  VEGA
  INVEST (GUERNSEY) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  ALPINVEST PARTNERS CS
  INVESTMENTS 2003 C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  ALPINVEST PARTNERS LATER
  STAGE CO-

  INVESTMENTS CUSTODIAN II B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  ALPINVEST PARTNERS LATER
  STAGE CO-

  INVESTMENTS CUSTODIAN IIA B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
IRREVOCABLE PROXY AGREEMENT













 


	
  

  	
  SCREEN INVESTORS 2004,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


CLASS A VOTING AND
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Schedule 1


	
  Name of Other
  AMC Investor

  	
   

  	
  Address

  
	
  Weston Presidio Capital IV, L.P.

  	
   

  	
  108 South Frontage Road West 

  Suite 307 

  Vail, Colorado 81657 

  Attention: Dave Ferguson 

  Facsimile: (970) 476-7900

  
	
  WPC Entrepreneur Fund II, L.P.

  	
   

  	
  108 South Frontage Road West 

  Suite 307 

  Vail, Colorado 81657 

  Attention: Dave Ferguson 

  Facsimile: (970) 476-7900

  
	
  Co-Investment Partners, L.P.

  	
   

  	
  660 Madison Avenue, 23rd Floor 

  New York, New York 10021 

  Attention: Bart Osman 

  Facsimile: (212) 754-1494

  
	
  Caisse de Depot et Placement du Quebec

  	
   

  	
  1000, Place Jean-Paul-Riopelle, 4th Floor 

  Montreal, Quebec H2Z 2B3 

  Canada 

  Attention: Dave Brochet 

  Facsimile: (514) 847-5980

  
	
  AlpInvest Partners CS Investments 2003 C.V.

  	
   

  	
  600 Fifth Avenue, 17th Floor 

  New York, New York 10020 

  Attention: Iain Leigh 

  Facsimile:

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

  	
   

  	
  600 Fifth Avenue, 17th Floor 

  New York, New York 10020 

  Attention: Iain Leigh 

  Facsimile:

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

  	
   

  	
  600 Fifth Avenue, 17th Floor 

  New York, New York 10020 

  Attention: Iain Leigh 

  Facsimile:

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

  	
   

  	
  388 Greenwich Street, 32nd Floor 

  New York, NY 10013 

  Attention: Rakesh K. Jain 

  Facsimile: 212-816-0221

  
	
  CSFB Strategic Partners Holdings II, L.P.

  	
   

  	
  Eleven Madison Avenue, 16th Floor 

  New York, New York 10010 

  Attention: Peter Song 

  Facsimile: (646) 935-7048

  
	
  CSFB Strategic Partners Parallel Holdings II, L.P.

  	
   

  	
  Eleven Madison Avenue, 16th Floor 

  New York, New York 10010 

  Attention: Peter Song 

  Facsimile: (646) 935-7048

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

  	
   

  	
  Eleven Madison Avenue, 16th Floor 

  New York, New York 10010 

  



 













 


	
   

  	
   

  	
  Attention: Peter Song 

  Facsimile: (646) 935-7048

  
	
  Credit Suisse Anlagestiftung

  	
   

  	
  126 East 56th Street, 11th Floor 

  New York, New York 10022 

  Attention: Andreas Baumann 

  Facsimile: (212) 763-4701

  
	
  Pearl Holding Limited

  	
   

  	
  126 East 56th Street, 11th Floor 

  New York, New York 10022 

  Attention: Andreas Baumann 

  Facsimile: (212) 763-4701

  
	
  Partners Group Private Equity Performance Holding
  Limited

  	
   

  	
  126 East 56th Street, 11th Floor 

  New York, New York 10022 

  Attention: Andreas Baumann 

  Facsimile: (212) 763-4701

  
	
  Vega Invest (Guernsey) Limited

  	
   

  	
  126 East 56th Street, 11th Floor 

  New York, New York 10022 

  Attention: Andreas Baumann 

  Facsimile: (212) 763-4701

  
	
  Screen Investors 2004, LLC

  	
   

  	
  3110 Main Street, Suite 300 

  Santa Monica, CA  90405 

  Attention: Christopher M. Fillo 

  Facsimile: 310-392-3541