EXHIBIT 10.4


MANAGEMENT STOCKHOLDERS AGREEMENT

OF

AMC ENTERTAINMENT HOLDINGS, INC.


This Management
Stockholders Agreement, dated as of June 11, 2007 (this “Agreement”), by
and 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)”)
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 “JPMP/Apollo Investors”), and
is made by and among the Company, the JPMP Investors, the Apollo Investors, Carlyle Partners III Loews, L.P. (“Carlyle
Partners”), CP III Coinvestment, L.P. (“CP III” and, together with
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 “BCS
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, 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 JPMP/Apollo 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 BCS 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 Management Stockholders
receive 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
JPMP/Apollo Investors and the BCS Investors are entering into that certain
Stockholders Agreement (as may be amended or modified from time to time, the “AMC
Stockholders Agreement”); and


WHEREAS, immediately prior to the Effective Time, Marquee and each of
the Parties (other than the Company) was party to that certain Amended and
Restated Management Stockholders Agreement of Marquee, dated as of January 26,
2006 (the “Original Management Stockholders Agreement”), and the Parties
desire to supersede and replace the Original Management Stockholders Agreement
with this Agreement;


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 Stock Option Plan of AMC Entertainment 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


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 receipt 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”).



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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.


(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



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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 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.



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(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 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:



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(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 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 AMC 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



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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.


(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



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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.


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 AMC Stockholders Agreement.  Each



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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 AMC 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 AMC 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 AMC Stockholders Agreement) give prompt notice to
each other participating Management Stockholder and each participating
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



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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 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



 10
 









Transfer pursuant to a Public
Sale or (iii) any Exit Sale pursuant to Section 3 of this Agreement or Section
3 of the AMC 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.


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 AMC 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



 11
 









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 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



 12
 









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.


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


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


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


“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).



 13
 









“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.


“BCS 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.


“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



 14
 









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;


(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 the Merger shall not constitute or be deemed to cause or
result in a Change of Control hereunder.



 15
 









“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, Marquee 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, Marquee 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, Marquee’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, Marquee or AMC, or the Company and its subsidiaries
taken as a whole, to any “person” (as defined above).


“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.



 16














“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


(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).


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



 17
 








“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 AMC Investors
(as defined in the AMC 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 AMC Stockholders Agreement in
accordance with the terms of the AMC Stockholders Agreement.


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


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


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



 18
 








“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.


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


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


“JPMP/Apollo Investors” 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.


“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 AMC
Stockholders Agreement.


“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



 19
 








(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
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 Regulatory
Sideletter; or (vi) a Transfer made pursuant to the registration rights as set
forth in Section 6 of the AMC 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



 20
 








provisions of and to be deemed to be an Investor for purposes of this
Agreement and the AMC 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 AMC 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
AMC 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 AMC
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.


 “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 Regulatory
Side letter.


“Regulatory Sideletter” has the meaning set forth in the AMC
Stockholders Agreement.


“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, 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 JPMP/Apollo Investor is an Approving Principal Investor Party and another
JPMP/Apollo Investor is an Opposing Principal Investor Party, (ii) a BCS
Investor is an Approving Principal Investor Party and another BCS 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



 21
 








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.


“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).



 22
 








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


“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.


(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



 23
 








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 MANAGEMENT STOCKHOLDERS AGREEMENT, DATED AS OF JUNE
11, 2007 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 AMC Stockholders Agreement.  Each JPMP/Apollo Investor and BCS 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
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.



 24
 








(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:


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


AMC Entertainment Holdings, Inc.

920 Main Street

Kansas City, MO 64105 

Fax: (816) 480-4700

Attn:                    Kevin
M. Connor


with copies to:


Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Fax:                           (212)
751-4864

Attn:                    David S.
Allinson


and


O’Melveny & Myers LLP

Times Square Tower



 25
 








7
Times Square

New York, New York 10036


Fax:                           (212)
326-2061

Attn:                    Monica
Thurmond


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

New York, New York 10022

Fax:                           (212)
751-4864

Attn:                    David S.
Allinson


(ii)                                  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

                                                Stan
Parker


with a copy to:


Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Fax:                           (212)
751-4864

Attn:                    David S.
Allinson


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


c/o Bain Capital, LLC

111 Huntington Avenue

Boston, Massachusetts 02199



 26
 








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

                                                Jane
D. Goldstein


(iv)                              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:


Ropes & Gray LLP


One International Place

Boston, Massachusetts 02110

Fax:                           (617)
951-7050

Attn:                    R. Newcomb
Stillwell

                                                Howard
S. Glazer

                                                Jane
D. Goldstein


(v)                                 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


with a copy to:



 27
 








Ropes
& Gray LLP


One International Place

Boston, Massachusetts 02110

Fax:                           (617)
951-7050

Attn:                    R. Newcomb
Stillwell

                                                Howard
S. Glazer

                                                Jane
D. Goldstein


and


(vi)                              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, 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



 28
 








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 AMC Stockholders
Agreement and the 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; provided, however, that for
the avoidance of doubt, it is understood and agreed that nothing in the AMC
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.


(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



 29
 








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 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 Regulatory
Sideletter in order to remedy a Regulatory Problem (as defined in the
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.


(u)                                 Termination
of Original Management Stockholders Agreement.  Effective as of the Effective Time, this
Agreement shall supersede and replace the Original Management Stockholders
Agreement, and the Original Management Stockholders Agreement shall terminate



 30
 








and be of no further force and
effect, except with respect to Section 9(k) of the Initial Stockholders
Agreement, which shall survive the termination of the Original Management
Stockholders Agreement until all the Persons that were party to the Original
Management Stockholders Agreement immediately prior to the Effective Time
(other than Marquee) shall have executed this Agreement.  


[signature pages follow]



 31















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


	
   

  	
  AMC ENTERTAINMENT HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig R. Ramsey

  
	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
  Title:

  	
  Executive Vice President and 

  
	
   

  	
   

  	
  Chief Financial Officer

  



 


 


MANAGEMENT STOCKHOLDERS
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:

  



 


 


MANAGEMENT STOCKHOLDERS
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:

  



 


 


MANAGEMENT STOCKHOLDERS
AGREEMENT













 


	
  

  	
   

  	
  Title:

  



 


 


	
  

  	
  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:

  



 


 


MANAGEMENT STOCKHOLDERS
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:

  



 


 


MANAGEMENT STOCKHOLDERS
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:

  	
  /s/ Authorized Person

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


MANAGEMENT STOCKHOLDERS
AGREEMENT













 


	
  

  	
  BAIN
  CAPITAL HOLDINGS (LOEWS) I, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:  BAIN CAPITAL PARTNERS VII,
  L.P.,

  ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
  BY:  BAIN CAPITAL INVESTORS,
  LLC,

  ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  

  	
  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/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


MANAGEMENT STOCKHOLDERS
AGREEMENT













 


	
  

  	
  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/ Authorized Person

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  

  	
  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/ Authorized Person

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


MANAGEMENT STOCKHOLDERS AGREEMENT













 


	
  

  	
  SPECTRUM EQUITY INVESTORS IV, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:                         SPECTRUM EQUITY ASSOCIATES IV, L.P.,
 ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  

  	
  SPECTRUM EQUITY
  INVESTORS

  PARALLEL IV, L.P.

  
	
   

  	
   

  
	
   

  	
  BY:                         SPECTRUM EQUITY ASSOCIATES IV, L.P.,
 ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  

  	
  SPECTRUM IV INVESTMENT
  MANAGERS’

  FUND, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


MANAGEMENT STOCKHOLDERS
AGREEMENT













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.


 


MANAGEMENT STOCKHOLDERS
AGREEMENT













EXHIBIT A


SIGNATURE PAGE

TO THE

MANAGEMENT STOCKHOLDERS AGREEMENT
 OF

AMC ENTERTAINMENT 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 Management
Stockholders Agreement of AMC Entertainment Holdings, Inc. dated as of                       ,
2007 by and among AMC Entertainment Holdings, Inc., and certain other parties
named therein, as amended from time to time thereafter.


	
  

  	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Residence Address: