EXHIBIT 10.1


AMENDED
AND RESTATED


CERTIFICATE
OF INCORPORATION


OF


AMC
ENTERTAINMENT HOLDINGS, INC.


A
DELAWARE CORPORATION


Adopted
in accordance with the


 provisions of Sections 242 and 245 of the


General
Corporation Law of the State of Delaware


The Certificate of
Incorporation of AMC Entertainment Holdings, Inc. (the “Corporation”)
was originally filed with the
Secretary of State of the State of Delaware (the “Delaware Secretary of
State”) on June 6, 2007 (the “Original Certificate of Incorporation”).  The Corporation is filing this Amended and Restated
Certificate of Incorporation of the Corporation (this “Amended and Restated
Certificate of Incorporation”), which has been duly adopted by all necessary
action of the board of directors (the “Board”) and the stockholders of
the Corporation, pursuant to Section 242 and Section 245 of the Delaware
General Corporation Law (as the same may be amended from time to time, the “DGCL”)
to amend and restate the Original Certificate of Incorporation in its entirety.


ARTICLE FIRST


The
name of this Corporation shall be: AMC Entertainment Holdings, Inc.


ARTICLE SECOND


The
address of the Corporation’s registered office in the State of Delaware is to
be located at 1209 Orange Street, Wilmington, County of New Castle, Delaware,
19801 and the name of its registered agent at such address is The Corporation
Trust Company.


ARTICLE THIRD


The purpose or purposes of the corporation shall be to engage in any
lawful act or activity for which corporations may be organized under the DGCL.













ARTICLE FOURTH


Section 1.               The total number of shares of capital stock
which the Corporation is authorized to issue is 13,375,000 shares, of which (a)
1,500,000 shares shall be Class A-1 Common Stock, par value $0.01 per share
(the “Class A-1 Common Stock”), (b) 1,500,000 shares shall be Class A-2
Common Stock, par value $0.01 per share (the “Class A-2 Common Stock”
and together with the Class A-1 Common Stock, the “Class A Common Stock”),
(c) 1,500,000 shares shall be Class L-1 Common Stock, par value $0.01 per share
(the “Class L-1 Common Stock”), (d) 1,500,000 shares shall be Class L-2
Common Stock, par value $0.01 per share (the “Class L-2 Common Stock”
and together with the Class L-1 Common Stock, the “Class L Common Stock”),
(e) 375,000 shares shall be Class N Common Stock, par value $0.01 per share
(the “Class N Common Stock”) and (f) 7,000,000 shares shall be Common
Stock, par value $0.01 per share (the “Residual Common Stock” and
together with the Class A Common Stock, Class L Common Stock and Class N Common
Stock, the “Stock”).  All such
shares of Stock shall be issued in accordance with applicable law as fully paid
and non-assessable shares, and absent further agreement to the contrary between
the Corporation and the holder thereof, the holder thereof shall not be liable to
the Corporation for any further payments in respect thereof.


Section 2.               The preferences, privileges, designations and
relative rights of the shares of each class of Stock and the qualifications,
limitations or restrictions thereof shall be as set forth in this Article
Fourth.    Except as otherwise provided in this Amended
and Restated Certification of Incorporation (including in Article Fifth) or as
otherwise required by applicable law, all shares of Stock shall be identical in
all respects and shall entitle the holders thereof to the same rights and
privileges, subject to the same qualifications, limitations and restrictions.


Section 3.               Except as otherwise may be provided in this Amended
and Restated Certificate of Incorporation (including in Article Fifth) or as
required by applicable law, (a) the issued and outstanding shares of Residual
Common Stock, Class A Common Stock and Class L Common Stock shall be entitled
to one vote per share and the respective holders thereof shall vote as a single
class on all matters to be voted on by the stockholders of the Corporation; provided,
however, that any matters to be voted on by any class or classes of
Stock voting as a separate class from the other classes of Stock shall be
determined by the holders of a majority of the issued and outstanding shares
held by such separate class of Stock on a one vote per share basis, and (b) the
shares of Class N Common Stock shall not have any voting rights and the holders
thereof shall not be entitled to vote on any matters to be voted on by the
stockholders of the Corporation.


Section 4.               Cancellation and Conversion.


(a)           Each share of Common Stock, par value $0.01
per share, of the Corporation issued and outstanding under the Original
Certificate of Incorporation (the “Existing Common Stock”) as of 3:30 p.m.
on the date of the filing of this Amended and Restated Certificate of
Incorporation with the Delaware Secretary of State (the “Effective Time”)
shall automatically be cancelled and shall cease to exist as of the effective
time of the Merger contemplated by that certain Agreement and Plan of Merger,
dated as of June 11, 2007, by and among the Corporation, Marquee Merger Sub
Inc. and Marquee Holdings Inc.



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(b)           Each share of Class A Common Stock, Class L
Common Stock and Class N Common Stock shall automatically convert into one
share of Residual Common Stock on a one-for-one basis (a “Residual Conversion”)
(a) upon the written consent of each Principal Investor (as defined below) or
(b) immediately prior to the consummation of an Initial Public Offering (as
defined below).  In connection with a
Residual Conversion, the certificates representing shares of Stock being
converted into shares of Residual Common Stock shall be surrendered by the
holders thereof at the principal office of the Corporation at any time during
normal business hours.  The issuance by
the Corporation of certificates for shares of Residual Common Stock in respect
of a Residual Conversion shall be made without charge to the holders of shares
of Stock being converted for any issuance tax or other cost incurred by the
Corporation in connection with a Residual Conversation and all shares of
Residual Common Stock issued in connection with a Residual Conversion shall be
fully paid and non-assessable, free and clear from all taxes, liens and
charges.  The Corporation shall not close
its books against the transfer of shares of Stock in any manner which would
interfere with the timely consummation of a Residual Conversion.


Section 5.               If the Corporation in any manner subdivides
or combines the outstanding shares of one class of Stock, the outstanding
shares of the other classes of Stock shall be proportionately subdivided or
combined in a similar manner.


Section 6.               Dividends may be declared and paid or set
apart for payment upon the Stock out of any assets or funds of the Corporation
legally available for the payment of dividends, and the holders of each class
of Stock shall be entitled to participate in such dividends ratably on a per
share basis; provided,
that if dividends are
declared which are payable in shares of Stock, dividends shall be declared
which are payable at the same rate on each class of Stock and the dividends
payable on shares of a class of Stock shall be payable to holders of that class
of Stock in shares of that class of Stock. 
Dividends may not be declared with respect to any class of Stock unless
dividends payable at the same rate and in the same form (subject to the proviso
to the immediately preceding sentence) are simultaneously declared with respect
to the other classes of Stock.


Section 7.               Upon any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, the net assets of the
Corporation shall be distributed to the holders of Stock pro  rata  based on the number of shares of Stock held
by the holders of the Stock.


Section 8.               In the case of any reorganization or
consolidation of the Corporation with one or more other Persons or the merger
of the Corporation with another Person (other than a merger in which the
Corporation is the survivor and the Stock remains outstanding), each holder of
a share of one class of Stock shall be entitled to receive with respect to such
share the same kind and amount of shares of stock and other securities and
property (including cash) receivable upon such reorganization, consolidation or
merger by a holder of the other classes of Stock; provided, that the
terms of such reorganization, consolidation or merger may provide for the
receipt by the holders of different classes of Stock of stock with disparate
voting power and rights to elect directors, in each case, commensurate with the
relative voting powers and rights to elect directors of the different classes
of Stock.


Section 9.               For purposes of determining the fair market
value of the Class N Common Stock, neither the Corporation nor the Board 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 of the Corporation.



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ARTICLE FIFTH


Section 1.               Notwithstanding any other provision of this
Amended and Restated Certificate of Incorporation, except as otherwise required
by applicable law, each of the following actions (the “Material Actions”)
by the Corporation or any of its Subsidiaries (as defined below) shall require
the prior written approval of the Requisite Stockholder Majority (as defined
below) if at the time of the taking of such Material Action the Investors (as
defined below) collectively hold at least a majority of the voting power of the
then outstanding shares of Stock (and the Corporation will not permit its
Subsidiaries to take any such action without such approval):


(a)           the sale of all or substantially all of the
Corporation, Marquee Holdings Inc., a Delaware corporation and wholly owned
Subsidiary of the Corporation (“Marquee”) or AMC Entertainment Inc., a
Delaware corporation and indirect wholly-owned Subsidiary of the Corporation (“AMCE”),
whether by merger, consolidation, sale of all or substantially all of the
assets of the Corporation, Marquee or AMCE, or otherwise;


(b)           the purchase, exchange or other acquisition,
whether in a single transaction or series of related transactions or by any
other manner (including by way of merger, consolidation, business combination
or similar transaction involving the Corporation or any of its Subsidiaries), of
any equity securities or assets of any Person (other than a wholly-owned Subsidiary
of the Corporation) with an aggregate value in excess of $10.0 million;


(c)           the sale, transfer, lease, license or other
disposition of assets or properties with an aggregate value in excess of $10.0
million;


(d)           any approval, amendment or modification of
the annual budget or annual plan (including the annual expenditure budget) of
the Corporation (the “Annual Budget”);


(e)           the approval or making of any capital
expenditures not specifically included in Annual Budget and with a value in
excess of $5.0 million;


(f)            other than as contemplated in the Annual
Budget, the entry into any contract with a value in excess of $5.0 million
or requiring payments in excess of $2.0 million per annum;


(g)           the settlement of any claim or litigation for
an amount in excess of $2.5 million;


(h)           the establishment of any Subsidiary, other
than a wholly-owned Subsidiary, in which the Corporation and/or any of its
wholly-owned Subsidiaries invests (or commits to invest), or becomes liable
for, an aggregate amount in excess of $2.0 million;


(i)            the establishment or entrance into any joint
ventures, partnerships, alliances or similar arrangements in which the
Corporation and/or its wholly-owned Subsidiaries invests (or commits to
invest), or becomes liable for, an aggregate amount in excess of
$5.0 million;


(j)            the authorization or consummation of an
Initial Public Offering or any public offering of equity securities of the
Corporation or any its Subsidiaries;



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(k)           the hiring of the Chief Executive Officer, Chief
Financial Officer or Chief Operating Officer of the Corporation or any
significant Subsidiary of the Corporation (including setting or amending the
salary, benefits or other terms of any such officer’s employment) or the
termination of employment of the Chief Executive Officer, Chief Financial
Officer or Chief Operating Officer of the Corporation;


(l)            issuance or sale of equity securities or
capital stock (or securities exercisable or convertible into equity securities
or capital stock) of the Corporation or any of its Subsidiaries (other than
issuances made to wholly-owned Subsidiaries of the Corporation), including any
issuance of Stock;


(m)          the dissolution, liquidation,
recapitalization (including any stock split, stock dividend, reverse stock
split or otherwise) or reorganization of the Corporation or any Subsidiary of the
Corporation (other than a reorganization or combination of any wholly-owned Subsidiary
of the Corporation with any other wholly-owned Subsidiary of the Corporation);


(n)           the repurchase or redemption of securities of
the Corporation or any Subsidiary of the Corporation or the declaration or
payment of cash or other dividends or any other distributions on the capital
stock of the Corporation or any or its Subsidiaries, other than dividends or
other distributions by a wholly-owned Subsidiary of the Corporation to the
Corporation or any of its wholly-owned Subsidiaries;


(o)           the adoption of, or amendment to or
termination of, any equity incentive or other material benefit program of the
Corporation or any of its Subsidiaries (except for any amendment required by
law);


(p)           the incurrence of indebtedness (other than
ordinary course borrowings under revolving credit facilities), or the
assumption, guaranteeing, endorsement or otherwise becoming responsible for any
obligations of another Person, or the making of any amendment to the maturity
date, aggregate principal amount or interest rate of any indebtedness, in each
case, with recourse to any Investor or in excess of $5.0 million or any
refinancing of any such existing indebtedness; provided, that the
incurrence of any indebtedness with recourse to any Investor shall also require
the consent of such Investor;


(q)           any change to tax elections or accounting
methods of the Corporation or any of its Subsidiaries;


(r)            the selection of, or change in, the
Corporation’s certified public accountants;


(s)           any waiver or material amendment of (i) this
Amended and Restated Certificate of Incorporation or the Bylaws of the
Corporation or (ii) the debt financing documents relating to indebtedness of
the Corporation or any of its Subsidiaries in excess of $5.0 million,
other than amendments that would discriminate against a particular Investor,
which shall also require the consent of each such Investor;


(t)            any material change in the nature of the
business of the Corporation and its Subsidiaries;



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(u)           the entrance into any Affiliate Transaction
(as defined below), provided, that, in the case where such Affiliate Transaction
(i) has an aggregate value in excess of $5.0 million, (ii) is not permitted as
an “affiliate transaction” under any of the agreements evidencing material
indebtedness of the Corporation and its Subsidiaries and (iii) involves a Principal
Investor or any of their Affiliates (as defined below), such Affiliate Transaction
must be on terms that are no less favorable to the Corporation or its Subsidiaries,
as the case may be, than would be available at the time of such Affiliate Transaction
in a comparable transaction on an arm’s-length basis with any unaffiliated
third party, provided  further that neither an interested Investor
nor such Investor’s representatives on the Board or the board of directors of any
Subsidiary of the Corporation will participate in the relevant approvals
relating to any such Affiliate Transaction; and


(v)           the entrance into any agreement, commitment
or arrangement, to effect any of the foregoing.


In
the event that any Material Action is approved by the Requisite Stockholder
Majority, the Corporation shall take, and shall cause its Subsidiaries to take,
any and all actions as are reasonably necessary to effect such Material Action.


Section 2.               The number of directors on the Board shall be
at least two (2) and not more than nine (9), determined in accordance with this
Article Fifth, and the initial number of directors on the Board at the
Effective Time shall be nine (9), elected in accordance with this Section 2 of
Article Fifth; provided, however, that the total number of
directors may be increased to more than nine (9) directors at any time as
determined by (i) the unanimous approval of the entire Board and (ii) the
holders of record of the majority of the outstanding shares of each of the
Class A Common Stock and the Class L Common Stock.  Notwithstanding any other provision of this
Amended and Restated Certificate of Incorporation, except as otherwise required
by applicable law, for so long as an Initial Public Offering has not occurred,
the following provisions shall govern the election of directors to the Board:


(a)           Investors that hold shares of Class A-1
Common Stock shall be entitled, voting as a separate class, to elect and
appoint at any annual or special meeting of the Corporation’s stockholders, or
by written consent, four (4) directors to the Board (the “Class A-1
Directors”), subject to reduction as provided in Section 3 of this Article
Fifth, and the holders of Class A-1 Common Stock shall have the sole right to fill
any Class A-1 Director vacancies and otherwise remove and replace the Class A-1
Directors, and may do so at any time for any reason;


(b)           Investors that hold shares of Class A-2
Common Stock shall be entitled, voting as a separate class, to elect and
appoint at any annual or special meeting of the Corporation’s stockholders, or
by written consent, one (1) director to the Board (the “Class A-2 Director”),
and the holders of Class A-2 Common Stock shall have the sole right to fill any
Class A-2 Director vacancy and otherwise remove and replace the Class A-2
Director, and may do so at any time; provided, however, that the
position of the Class A-2 Director shall at all times be held by the Chief
Executive Officer of the Corporation;


(c)           Investors that hold shares of Class L-1
Common Stock shall be entitled, voting as a separate class, to elect and
appoint at any annual or special meeting of the Corporation’s stockholders, or
by written consent, three (3) directors to the Board (the “Class L-1
Director”), subject to reduction as provided in Section 3 of this Article
Fifth, and the holders of Class L-1 Common Stock shall have the sole right to
fill any Class L-1 Director vacancies and otherwise remove and replace the
Class L-1 Directors, and may do so at any time for any reason; the holders of
shares of Class L-1 Common Stock shall designate in their sole discretion one (1)
of the Class L-1 Directors as a Spectrum Class L-1 Director (the “Spectrum
Class L-1 Director”) and shall provide notice to the Corporation of such
designation or any change in such designation;



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(d)           Investors that hold shares of Class L-2
Common Stock shall be entitled, voting as a separate class, to elect and
appoint at any annual or special meeting of the Corporation’s stockholders, or
by written consent, one (1) director to the Board (the “Class L-2 Director”),
and the holders of Class L-2 Common Stock shall have the sole right to fill any
Class L-2 Director vacancy and otherwise remove and replace the Class L-2
Director, and may do so at any time for any reason, it being understood that
the election, appointment, removal and replacement of the Class L-2 Director
shall require the affirmative vote or written consent of each of the Bain
Investors and the Carlyle Investors, in each case, for so long as shares of
Class L-1 Common Stock held by such Investors represent at least five percent
(5%) of the shares of Class L-1 Common Stock held by such Investors immediately
following the Effective Time (as may be adjusted for stock splits, stock
dividends, recapitalizations, pro-rata sell-downs or similar events); and


(e)           the election of directors to the Board need
not be by written ballot.


Section 3.               Notwithstanding the foregoing, the number of
directors the holders of voting Stock are entitled to elect and appoint to the
Board pursuant to Section 2 of Article Fifth shall be reduced irrevocably as
follows:


(a)           in the case of the Class A-1 Directors, at
any time (i) the shares of Class A-1 Common Stock held by the JPMP Investors
(as defined below) represent less than twenty-five percent (25%) and equal to
or greater than five percent (5%) of the shares of Class A-1 Common Stock held
by the JPMP Investors immediately following the Effective Time (in each case,
as may be adjusted for stock splits, stock dividends, recapitalizations or
similar events), the number of Class A-1 Directors shall be reduced by one (1),
(ii) the shares of Class A-1 Common Stock held by the Apollo Investors (as
defined below) represent less than twenty-five percent (25%) and equal to or
greater than five percent (5%) of the shares of Class A-1 Common Stock held by
Apollo Investors immediately following the Effective Time (in each case, as may
be adjusted for stock splits, stock dividends, recapitalizations, pro-rata
sell-downs or similar events), the number of Class A-1 Directors shall be
reduced by one (1), (iii) the shares of Class A-1 Common Stock held by JPMP
Investors represent less than five percent (5%) of the shares of Class A-1
Common Stock held by the JPMP Investors immediately following the Effective
Time (as may be adjusted for stock splits, stock dividends, recapitalizations
or similar events), the number of Class A-1 Directors shall be reduced by two
(2); provided, however, that if the number of Class A-1 Directors
has already been reduced pursuant to Section 3(a)(i) of this Article Fifth, the
number of Class A-1 Directors shall only be reduced by one (1) pursuant to this
Section 3(a)(iii) of Article Fifth and (iv) the shares of Class A-1 Common
Stock held by Apollo Investors represent less than five percent (5%) of the
shares of Class A-1 Common Stock held by the Apollo Investors immediately
following the Effective Time (as may be adjusted for stock splits, stock
dividends, recapitalizations or similar events), the number of Class A-1
Directors shall be reduced by two (2); provided, however, that if
the number of Class A-1 Directors has already been reduced pursuant to Section
3(a)(ii) of this Article Fifth, the number of Class A-1 Directors shall only be
reduced by one (1) pursuant to this Section 3(a)(iv) of Article Fifth; and



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(b)           in the case of the Class L-1 Directors, at
any time (i) shares of Class L-1 Common Stock held by the Carlyle Investors
represent less than five percent (5%) of the shares of Class L-1 Common Stock
held by the Carlyle Investors immediately following the Effective Time (as may
be adjusted for stock splits, stock dividends, recapitalizations or similar
events), the number of Class L-1 Directors shall be reduced by one (1), (ii)
shares of Class L-1 Common Stock held by the Bain Investors represent less than
five percent (5%) of the shares of Class L-1 Common Stock held by the Bain
Investors immediately following the Effective Time (as may be adjusted for
stock splits, stock dividends, recapitalizations or similar events), the number
of Class L-1 Directors shall be reduced by one (1) and (iii) shares of Class L-1
Common Stock held by the Spectrum Investors represent less than five percent
(5%) of the shares of Class L-1 Common Stock held by the Spectrum Investors
immediately following the Effective Time (as may be adjusted for stock splits,
stock dividends, recapitalizations or similar events), the number of Class L-1
Directors shall be reduced by one (1).


Upon
any reduction in the number of directors the holders of voting stock are
entitled to elect and appoint to the Board pursuant to this Section 3 of
Article Fifth, the authorized number of directors on the Board shall
concomitantly be reduced.


Section 4.               Except as may be otherwise specifically
provided by applicable law, for so long as an Initial Public Offering has not
occurred, (a) at all meetings of the Board (including telephonic meetings), or
actions in writing taken in lieu thereof, a majority of the votes of directors comprising
the entire Board, so long as such majority includes the votes of at least one
Class A-1 Director and at least one Class L-1 Director who is not the Spectrum
Class L-1 Director, shall constitute a quorum for the transaction of business (provided,
however, that a quorum shall not require a Class A-1 Director or a Class
L-1 Director who is not the Spectrum Class L-1 Director, as the case may be, in
the event each of the Class A-1 Directors or each of the Class L-1 Directors
(other than the Spectrum Class L-1 Director), as the case may be, shall have
failed to attend two consecutive duly called Board meetings relating to the
same subject matter immediately prior to the Board meeting at issue)) and (b)
with respect to (i) any action that is a Material Action, the majority of the
votes of directors at any Board meeting at which there is a quorum (including a
telephonic meeting), or action in writing taken in lieu thereof in which a
quorum would exist if such directors executing written consents attended a
meeting, where such Material Action is approved shall be sufficient to approve
such Material Action and (ii) any action that is not a Material Action, the
approval of directors holding at least thirteen (13) votes of the entire Board
shall be sufficient to approve any such action; provided, that in the
event the number of directors on the Board is reduced pursuant to Section 3 of
this Article Fifth, the number of votes required to approve any action that is
not a Material Action shall be a majority of the votes of the entire Board.


Section 5.               For so long as an Initial Public Offering has
not occurred, the directors of the Board shall have votes and be entitled to
vote on all matters with respect to which the Board may take action as follows:
(a) each Class A-1 Director shall have three (3) votes; (b) the Class A-2
Director shall have one (1) vote; (c) each Class L-1 Director shall have three
(3) votes; and (d) the Class L-2 Director shall have one (1) vote.  The directors of the Board shall vote
together as a single class on all matters to be voted on by the Board.


Section 6.               For so long as an Initial Public Offering has
not occurred, except as limited by applicable law, the Corporation shall take
all actions within its power reasonably necessary to ensure that (a) the
composition of the board of directors of AMCE and Marquee will be identical to
the composition of the Board and (b) the composition of the boards of directors
of any Significant Subsidiaries (as such term is defined in Regulation S-X of
the Rules and Regulations of the Securities and Exchange Commission) shall be
subject to the approval of the Requisite Stockholder Majority.



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Section 7.               The Board may, by duly adopted action of the
Board, designate one or more committees of one or more directors, including
alternates who may replace any absent or disqualified member at any meeting of
the committee; provided, that unless otherwise required by applicable
law, so long as there is at least one Class A-1 Director, at least one Class
A-1 Director shall be a member of each committee of the Board, and so long as
there is at least one Class L-1 Director, at least one Class L-1 Director shall
be a member of each committee of the Board. 
Unless otherwise required by applicable law, the Board shall designate
and maintain a compensation committee of the Board and an audit committee of
the Board.


Section 8.               Regular meetings of the Board may be held
without notice so long as the times and dates of any such meetings are
publicized in advance to all members of the Board.  Special meetings of the Board may be called
by any Class A-1 Director or any Class L-1 Director and  may be held upon twenty four hours notice to
each director, either personally, by mail or by facsimile, or such shorter
period as approved by all the Class A-1 Directors and all the Class L-1
Directors; provided, that such notice requirement shall be deemed waived
for any special meeting if each director is present at such special meeting.


ARTICLE SIXTH


Section 1.               As used in this Amended and Restated
Certificate of Incorporation, the following terms shall have the following
meanings:


“Affiliate” means with respect to a
specified Person, any 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.  Notwithstanding the foregoing, CSFB Strategic
Partners Holdings II, L.P., on the one hand, and GSO Credit Opportunities Fund
(Helios), L.P., on the other hand, shall not be deemed to be Affiliates of each
other.


“Affiliated Fund” means, with respect
to any specified Investor, 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).


“Affiliate
Transaction” means any transaction of the type that would be required to be
disclosed under Item 404 of Regulation S-K promulgated by the Commission
between the Corporation or any of its Subsidiaries, on the one hand, and any
(a) present or former officer or director of the Corporation or any of its
Subsidiaries or any of their immediate family members (including their
spouses), (b) record or beneficial owner of more than 5% of the shares of any
class of Stock, or (c) Person known by the Corporation’s executive officers or
directors to be an Affiliate of any such officer, director or beneficial owner,
on the other hand.


“AMCE”
has the meaning set forth in Section 1(a) of Article Fifth.


“Amended
and Restated Certificate of Incorporation” has the meaning set forth in the
introduction.


“Annual
Budget” has the meaning set forth in Section 1(d) of Article Fifth.



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“Apollo
Investors” means Apollo Investment Fund V, L.P., a Delaware limited
partnership, Apollo Overseas Partners V, L.P., a Cayman Island exempted limited
partnership, Apollo Netherlands Partners V(A), L.P., a Cayman Island exempted
limited partnership, Apollo Netherlands Partners V(B), L.P., a Cayman Island
exempted limited partnership, Apollo German Partners V GmbH & Co KG, a
German limited partnership, and any of their respective Permitted Transferees.


“Bain
Investors” means Bain Capital Holdings (Loews) I, L.P., Bain Capital AIV
(Loews) II, L.P. and any of their respective Permitted Transferees.


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


“BCS
Investors” means the Bain Investors, the Carlyle Investors and the Spectrum
Investors.


 “Carlyle Investors” means Carlyle
Partners III Loews, L.P., CP III Coinvestment, L.P. and any of their respective
Permitted Transferees.


“Class
A Common Stock” has the meaning set forth in Section 1 of Article Fourth.


“Class
A-1 Common Stock” has the meaning set forth in Section 1 of Article Fourth.


“Class
A-1 Directors” has the meaning set forth in Section 2(a) of Article Fifth.


“Class
A-2 Common Stock” has the meaning set forth in Section 1 of Article Fourth.


“Class
A-2 Director” has the meaning set forth in Section 2(b) of Article Fifth.


“Class
L Common Stock” has the meaning set forth in Section 1 of Article Fourth.


“Class
L-1 Common Stock” has the meaning set forth in Section 1 of Article Fourth.


“Class
L-1 Director” has the meaning set forth in Section 2(c) of Article Fifth.


“Class
L-2 Common Stock” has the meaning set forth in Section 1 of Article Fourth.


“Class
L-2 Director” has the meaning set forth in Section 2(d) of Article Fifth.


“Class
N Common Stock” has the meaning set forth in Section 1 of Article Fourth.


“Corporation”
has the meaning set forth in the introduction.


“Delaware
Secretary of State” has the meaning set forth in the introduction.


“DGCL”
ahs the meaning set forth in the introduction.



 10
 









“Effective
Time” has the meaning set forth in Section 4(a) of Article Fourth.


“Existing
Common Stock” has the meaning set forth in Section 4(a) of Article Fourth.


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


“Investor” or “Investors”
means each of the JPMP Investors, the Apollo Investors, the Other AMC
Investors, the Carlyle Investors, the Bain Investors and the Spectrum
Investors.


“JPMP
Investors” means J.P. Morgan Partners (BHCA), L.P., a Delaware limited
partnership, J.P. Morgan Partners Global Investors, L.P., a Delaware limited
partnership, J.P. Morgan Partners
Global Investors (Cayman), L.P., a Cayman limited partnership, J.P. Morgan Partners Global Investors
(Cayman) II, L.P., a Cayman limited partnership, J.P. Morgan Partners Global Investors (Selldown), L.P., a
Delaware limited partnership, J.P. Morgan Partners Global Investors (Selldown)
II, L.P., a Delaware limited partnership, JPMP Global Fund/AMC/Selldown II,
L.P., a Delaware limited partnership, J.P. Morgan Partners Global Investors
(Selldown) II-C, L.P., a Delaware limited partnership, AMCE (Ginger), L.P., a
Delaware limited partnership, AMCE (Luke), L.P., a Delaware limited
partnership, AMCE (Scarlett), L.P., a Delaware limited partnership, and any of
their respective Permitted Transferees.


“JPMP/Apollo
Investors” means the JPMP Investors, the Apollo Investors and the Other AMC
Investors.


“Material
Actions” has the meaning set forth in Section 1 of Article Fifth.


“Original
Certificate of Incorporation” has the meaning set forth in the
introduction.


“Other
AMC Investors” means Weston Presidio Capital IV, L.P., WPC Entrepreneur
Fund II, L.P., SSB Capital Partners (Master Fund) I, L.P., Caisse de Depot et
Placement du Quebec, Co-Investment Partners, L.P., CSFB Strategic Partners
Holdings II, L.P., CSFB Strategic Partners Parallel Holdings II, L.P., GSO
Credit Opportunities Fund (Helios), L.P. Credit Suisse Anlagestiftung, Pearl
Holding Limited, Partners Group Private Equity Performance Holding Limited,
Vega Invest (Guernsey) Limited, Alpinvest Partners CS Investments 2003 C.V.,
Apinvest Partners Later Stage Co-Investments Custodian II B.V., Alpinvest
Partners Later Stage Co-Investments Custodian IIA B.V., Screen Investors 2004,
LLC and any of their respective Permitted Transferees.


“Permitted
Transferee” means any Person who acquires shares of Stock pursuant to a
transfer by an Investor (i) approved by the Requisite Stockholder Majority or
(ii) from an Affiliated Fund of such Investor; provided such transferor
remains an Affiliated Fund of such Investor following such transfer.  For the avoidance of doubt, a Permitted
Transferee of an Investor shall not be deemed a Permitted Transferee for
purposes of Article Fifth, Section 3 unless such Investor’s transfer of rights
to designate directors is expressly approved by the Requisite Stockholder
Majority.


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



 11
 









“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 shares of Stock representing at least
twenty-five percent (25%) of the shares of Stock held by such Principal
Investor immediately following the Effective Time (in each case, as may be
adjusted for stock splits, stock dividends, recapitalizations, pro-rata
sell-downs or similar events).  For the
avoidance of doubt, so long as there are two or more Principal Investors,
references in this Amended and Restated Certificate of Incorporation to “Principal
Investors” shall mean all Principal Investors then remaining, and if at any
time there is only one Principal Investor, references in this Amended and
Restated Certificate of Incorporation to “the Principal Investors” or “each
Principal Investor” shall mean that sole Principal Investor then remaining.


“Proceeding”
has the meaning specified in Section 2 of Article Seventh.


“Requisite
Stockholder Majority” means: (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 (A)
a JPMP/Apollo Investor is an Approving Principal Investor Party and another JPMP/Apollo
Investor is an Opposing Principal Investor Party, (B) a BCS Investor is an
Approving Principal Investor Party and another BCS Investor is an Opposing
Principal Investor Party, and (C) the Spectrum Investors hold shares of Stock
representing at least 25% of the shares of Stock held by the Spectrum Investors
immediately following the Effective Time (as may be adjusted for stock splits,
stock dividends, recapitalizations or similar events), then the “Requisite
Stockholder Majority” shall mean the consent of the Approving Principal
Investor Parties plus the consent of the Spectrum Investors; (b) the consent of
two of the Principal Investors, so long as there are two or three Principal Investors;
(c) the consent of one Principal Investor, so long as there is only one
Principal Investor; or (d) the consent of holders of a majority of the issued
and outstanding shares of Class A Common Stock and Class L Common Stock, voting
together as a single class, so long as there is no Principal Investor.  For the avoidance of doubt, for purposes of
determining the Requisite Stockholder Majority, the taking of any action or the
exercise of any right (including the granting of any consent or approval) by any
Principal Investor or by the Spectrum Investors shall be determined by the
holders of a majority of the shares of Stock held by such Principal Investor or
the Spectrum Investors (as applicable).


“Residual
Common Stock” has the meaning set forth in Section 1 of Article Fourth.


“Spectrum
Class L-1 Director” has the meaning set forth in Section 2(c) of Article
Fifth.


“Spectrum
Investors” means Spectrum Equity Investors IV, L.P., Spectrum Equity
Investors Parallel IV, L.P., Spectrum IV Investment Managers’ Fund, L.P. and
any of their respective Permitted Transferees.


“Stock”
has the meaning set forth in Section 1 of Article Fourth.


“Subsidiary”
or “Subsidiaries” means any Person in which the Corporation (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 Person.



 12
 









Section 2.               The following rules of interpretation shall
apply to this Amended and Restated Certificate of Incorporation:


(a)           unless the context 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 “Article” or “Section” refer to the specified Article or
Section of this Amended and Restated Certificate of Incorporation; (iv) each
defined term has its defined meaning throughout this Amended and Restated
Certificate of Incorporation, whether the definition of such term appears
before or after such term is used, (v) the word “including” shall mean “including,
without limitation,” and (vi) the word “or” shall be disjunctive but not
exclusive;


(b)           references to agreements and other documents
shall be deemed to include all subsequent amendments and other modifications
thereto; and


(c)           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.


ARTICLE SEVENTH


Section 1.               The personal liability of the directors for
monetary damages for breach of fiduciary duty as a director of the Corporation
is hereby eliminated to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as the same may be amended and supplemented. Any
repeal or modification of this Article Seventh shall not adversely affect any
right or protection of a director of the Corporation existing hereunder with
respect to any act or omission occurring prior to such repeal or modification.


Section 2.                Each person who was or is a party or is made
a party, threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”),
by reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the Corporation or is
or was serving at the request of the Corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such Proceeding is alleged action in an official
capacity as a director, officer or representative or in any other capacity
while serving as a director, officer or representative, shall be indemnified
and held harmless by the Corporation to the fullest extent permitted by the DGCL,
as the same exists or may hereafter be amended (but, in the case of any such
amendment to the fullest extent permitted by law, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to such amendment),
against all expenses, liability and loss (including attorneys’ fees, judgments,
fines, Employee Retirement Income Security Act of 1974, as amended, excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him or her in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors, and administrators. Such right shall be a contract right and shall
include the right to be paid by the Corporation expenses incurred in defending
any such Proceeding in advance of its final disposition; provided, however, if the DGCL requires, the payment of such expenses shall be made only
upon delivery to the Corporation of an undertaking, by or on behalf of such
person, to repay all amounts so advanced if it should be determined ultimately
that such person is not entitled to be indemnified under this Article Seventh
or otherwise.  The Corporation may, by
action of the Board, provide indemnification to employees and/or agents with
the same scope and effect as the foregoing indemnification of directors and officers.



 13
 









Section 3.               If a claim under this Article Seventh is not
paid in full by the Corporation within thirty days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and if
successful, in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any Proceeding in advance of its final disposition where the
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the DGCL for the Corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its board of directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual determination by
the Corporation (including its board of directors, independent legal counsel,
or its stockholders) that the claimant had not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that claimant
had not met the applicable standard of conduct.


Section 4.               The rights conferred by this Article Seventh
shall not be exclusive of any other right which such persons may have or
hereafter acquire under any statute, provision, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.


Section 5.               The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer, or representative
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify him against such expense, liability or loss
under the DGCL.


ARTICLE EIGHTH


Section 1.               Subject to Article Fifth and Section 2 of
this Article Eighth, from time to time any of the provisions of this Amended
and Restated Certificate of Incorporation may be amended, altered or repealed,
and other provisions authorized by the laws of the State of Delaware at the
time in force may be added or inserted in the manner and at the time prescribed
by said laws, and all rights at any time conferred upon the stockholders of the
Corporation by this Amended and Restated Certificate of Incorporation are
granted subject to the provisions of this Article Eighth.


Section 2.               Notwithstanding
the foregoing Section 1 of this Article Eighth, in addition to any other vote
or consent required by applicable law:


(a)           any amendment, alteration, modification,
waiver or repeal of any provision of this Amended and Restated Certificate of
Incorporation, including any filing of a certificate of designation, or of the Bylaws
of the Corporation, including by means of merger, consolidation or otherwise,
shall require the affirmative vote or written consent of the Requisite
Stockholder Majority;


(b)           any amendment, alteration, modification,
waiver or repeal of any provision of this Amended and Restated Certificate of
Incorporation or of the Bylaws of the Corporation, including by means of
merger, consolidation or otherwise, that adversely affects the voting powers,
preferences, or other special rights or privileges, or restricts the rights,
privileges, powers or immunities of any class of Stock shall require the
affirmative vote or written consent of the holders of a majority of the
outstanding shares of such class of Stock; and



 14
 









(c)           any increase or decrease (other than by a
conversion pursuant to Section 4(b) of Article Fourth or a conversion or
recapitalization which is permitted without an applicable class vote pursuant
to Section 2(b) of this Article Eighth) in the authorized number of shares of
any class of Stock shall require the affirmative vote or written consent of the
holders of a majority of the outstanding shares of such class of Stock.



 15














IN
WITNESS WHEREOF, the undersigned, a duly authorized officer of the Corporation,
has executed this Amended and Restated Certificate of Incorporation of AMC
Entertainment Holdings, Inc. on behalf of the Corporation this 11 day of June, 2007.


	
  

  	
  AMC ENTERTAINMENT HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Craig R.
  Ramsey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
					



AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION