Exhibit 10.7


THIS FEE AGREEMENT, dated
as of June 11, 2007 (this “Agreement”),
by and among AMC Entertainment Holdings, Inc., a Delaware corporation (“Holdings”), Marquee Holdings Inc., a
Delaware corporation and wholly-owned subsidiary of Holdings (“Marquee”), AMC Entertainment Inc., a
Delaware corporation and wholly-owned subsidiary of Marquee (the “Company”), J.P. Morgan Partners (BHCA),
L.P., a Delaware limited partnership (“JPMP”),
Apollo Management V, L.P., a Delaware limited partnership (“Apollo” and together with JPMP, the “Original Sponsor Management Entities”)
and the affiliates of Apollo listed on Schedule 1 hereto (the “Coinvestors”), and is made by and among
Holdings, the Company, the Original Sponsor Management Entities, the
Coinvestors, Bain Capital Partners, LLC, a Delaware limited liability company (“Bain”), TC Group, L.L.C., a Delaware
limited liability company (“Carlyle”)
and Applegate and Collatos, Inc., a Delaware corporation (“Spectrum” and, together with Bain and
Carlyle, the “Other Sponsor Management
Entities”, and the Other Sponsor Management Entities together
with the Original Sponsor Management Entities, the “Sponsor Management Entities”).  


BACKGROUND


1.             Holdings,
Marquee and Marquee Merger Sub Inc., a Delaware corporation (“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 entity (the “Merger”).


2.             In
connection with the consummation of the Merger, the parties hereto wish
terminate, supersede and replace effective as of the Effective Time that
certain Amended and Restated Fee Agreement, dated  as of January 26, 2006, among Marquee and the
Sponsor Management Entities (the “Original
Agreement”).


3.             The
Sponsor Management Entities have entered into a Stockholders Agreement, dated
as of the date of this Agreement, with Holdings and the other Investors (as
defined therein) (as the same may be amended from time to time hereafter, the “Stockholders Agreement”), relating to
the ownership of the common stock of Holdings by the Investors.


4.             The
parties hereto desire that the Company avail itself, for the term of this
Agreement, of the Sponsor Management Entities’ expertise in providing financial
and structural analysis, due diligence investigations, corporate strategy,
other advice and negotiation assistance, which the parties believe will be
beneficial to the Company, and the Sponsor Management Entities wish to provide
the services to the Company as set forth in this Agreement in consideration of
the payment of a Management Fee (as defined below).


In consideration of the premises and agreements
contained herein and of other good and valuable consideration, the sufficiency
of which are hereby acknowledged, the parties agree as follows:











AGREEMENT


SECTION 1.     Appointment.  The
Company hereby engages the Sponsor Management Entities to provide the
management services to the Company described in Section 2 (the “Management Services”) for the term of
this Agreement on the terms and subject to the conditions of this Agreement.


SECTION 2.     Management Services.  The
Sponsor Management Entities agree that during the term of this Agreement, they
will provide to the Company, by and through themselves, their affiliates and
such respective officers, employees, representatives and third parties as the
Sponsor Management Entities in their sole discretion may designate from time to
time, management, advisory and consulting services in relation to the affairs
of the Company and its subsidiaries, including, without limitation,
(a) advice regarding the structure, terms, conditions and other
provisions, distribution and timing of debt and equity offerings and advice
regarding relationships with the lenders and bankers of the Company and its
subsidiaries, (b) advice regarding the strategy of the Company,
(c) advice regarding dispositions and/or acquisitions and (d) such
other advice directly related or ancillary to the above financial advisory services
as may be reasonably requested by the Company; provided that the
responsibilities of one Sponsor Management Entity shall not be substantially
disproportionate to the responsibilities of the other Sponsor Management
Entities.  It is expressly agreed that
the services to be performed hereunder will not include investment banking or
other financial advisory services which may be provided by the Sponsor
Management Entities or any of their affiliates to the Company, Marquee or
Holdings in connection with any specific acquisition, divestiture, refinancing
or recapitalization of the Company or any of its subsidiaries, by Marquee or by
Holdings.  The Sponsor Management
Entities may be entitled to receive additional compensation for providing
services of the type specified in the preceding sentence by mutual agreement of
the Company or such subsidiary, Marquee or Holdings, on the one hand, and one
or more of the Sponsor Management Entities or their relevant affiliates, on the
other hand.  The obligation of the Sponsor
Management Entities to provide Management Services shall terminate on the
Termination Date (as defined below).


SECTION 3.     Management Fee.


(a)           In
consideration of the Management Services being provided by the Sponsor
Management Entities, the Company will pay, to the Sponsor Management Entities a
management fee in respect of each fiscal year from and including fiscal 2007 in
the aggregate amount of $5,000,000 annually (such management fees in the
aggregate are collectively referred to as the “Management
Fee”), which shall be paid quarterly and in advance on the first
day of each fiscal quarter of the Company. 
On each payment date the Company shall pay to the Sponsor Management
Entities the aggregate amount of $1,250,000 in respect of the fiscal quarter then
beginning (with such payment  to be paid
to each Sponsor Management Entity in accordance with Schedule 1 hereto).  The Management Fee will accrue and be payable
through the first day of the fiscal quarter in which the Termination Date (as
defined below) occurs.  Any amounts
payable by the Company to the Sponsor Management Entities pursuant to this
Section 3(a) shall be paid to each Sponsor Management Entity pro rata based on
the relative percentage ownership of voting stock in Holdings held by such Sponsor
Management Entity and its affiliates as compared to the other Sponsor
Management Entities and their respective affiliates (it being understood that
no person will be considered an affiliate of any Sponsorship Management Entity
solely by reason of ownership of capital stock of Holdings), in each case
calculated as of the last 











day of
the quarterly period preceding the payment date.  All amounts paid by the Company, Marquee or
Holdings to the Sponsor Management Entities pursuant to this Section 3 shall be
made by wire transfer in same-day funds to the respective bank accounts
designated by the Sponsor Management Entities, and shall not be refundable
under any circumstances.  For purposes of
this Agreement, “Termination Date”
means the earliest of (i) the twelfth anniversary of December 23, 2004,
(ii) such time as the Sponsor Management Entities and their affiliates (it
being understood that no person will be considered an affiliate of any
Sponsorship Management Entity solely by reason of ownership of capital stock of
Holdings) then owning beneficial economic interests Holdings own less in the
aggregate than 20% of the beneficial economic interests in Holdings initially
owned by the Sponsor Management Entities and (iii) such earlier date as Holdings, the Company and a
Requisite Stockholder Majority (as defined in the Stockholders Agreement) may
mutually agree upon.


(b)           To
the extent the Company does not pay the Management Fee for any reason,
including if prohibited by any agreement or indenture governing indebtedness of
Holdings, Marquee or any of their respective subsidiaries (including the
Company), the payment by the Company to the Sponsor Management Entities of the
Management Fee will be payable immediately on the earlier of (i) the first date
on which the payment of such deferred Management Fee, as the case may be, is no
longer prohibited under any contract applicable to Holdings, Marquee or any of
their respective subsidiaries (including the Company) and the Company is
otherwise able to make such payment, and (ii) total or partial liquidation,
dissolution or winding up of Holdings or the Company.  Any quarterly payment of the Management Fee
that is not paid on the scheduled due date will bear interest, payable in cash
on each scheduled due date, at an annual rate of 10%, compounded quarterly,
from the date due until paid.


(c)           The
parties acknowledge and agree that an objective of the Company is to maximize
value for Holdings and its shareholders which may include consummating (or
participating in the consummation of) (i) a Change of Control (as defined
below) or (ii) an Initial Public Offering (as defined in the Stockholders
Agreement).  The term “Change of Control” means a transaction
(including, without limitation, any merger, consolidation or sale of assets or
equity interests) the result of which is that any Person (as defined in the
Stockholders Agreement) other than an Investor (as defined in the Stockholders
Agreement) or a Permitted Transferee (as defined in the Stockholders Agreement)
of an Investor (as defined in the Stockholders Agreement) becomes the
beneficial owner, directly or indirectly, of more than 50% of the voting stock
of, or all or substantially all of the assets of, the Company, Marquee or
Holdings.  The Management Services
provided to the Company by the Sponsor Management Entities will help to
facilitate the consummation of a Change of Control or Initial Public Offering,
should the Company, Marquee or Holdings decide to pursue such a
transaction.  In the event of a Change of
Control or Initial Public Offering, each of the Sponsorship Management Entities
shall receive its pro rata portion of the Lump Sum Payment (as defined below)
in lieu of quarterly payments of the Management Fee, such amount to be paid,
unless prohibited by and subject to the terms of any agreement or indenture
governing indebtedness of Holdings, Marquee or any of their subsidiaries
(including the Company), on the date on which the Change of Control or Initial
Public Offering is consummated.  The “Lump Sum Payment” shall be a single
lump sum cash payment equal to the then present value of all then current and
future Management Fees payable under this Agreement, assuming the Termination
Date to be the twelfth anniversary of December 23, 2004 (using a discount rate
equal to the yield to maturity on the date of the consummation of the Change of
Control or Initial Public Offering of the class of outstanding 











U.S.
government bonds having a final maturity closest to the twelfth anniversary of
the date of the Original Agreement (the “Discount
Rate”)); provided, that no portion of the Lump Sum
Payment shall be payable to a Sponsor Management Entity if on the date of the
consummation of the Change of Control or Initial Public Offering such Sponsor
Management Entity does not own any beneficial economic interest in Holdings,
Marquee or the Company.  A pro rata
portion of the Lump Sum Payment will be paid to each Sponsor Management Entity
upon a Change of Control or Initial Public Offering based on the relative
percentage interests in Holdings held by such Sponsor Management Entity and its
affiliates (it being understood that no person will be considered an affiliate
of any Sponsorship Management Entity solely by reason of ownership of capital
stock of Holdings) as compared to the other Sponsor Management Entities and
their respective affiliates (it being understood that no person will be
considered an affiliate of any Sponsorship Management Entity solely by reason
of ownership of capital stock of Holdings), in each case, at the time of such
Change of Control or Initial Public Offering. 
The Lump Sum Payment will be payable to the Sponsor Management Entities
by wire transfer in same-day funds to the respective bank accounts designated
by the applicable Sponsor Management Entities.


(d)           To
the extent the Company does not pay any portion of the Lump Sum Payment by
reason of any prohibition on such payment pursuant to the terms of any
agreement or indenture governing indebtedness of Holdings, Marquee or their
subsidiaries (including the Company), any unpaid portion of the Lump Sum
Payment shall be paid to the Sponsor Management Entities on the first date on
which the payment of such unpaid amount is permitted under such agreement or
indenture, to the extent permitted by such agreement or indenture.  Any portion of the Lump Sum Payment not paid
on the scheduled due date shall bear interest at an annual rate equal to the
Discount Rate, compounded quarterly, from the date due until paid.


SECTION 4.     Reimbursements.


(a)           In
addition to the fees payable pursuant to this Agreement, the Company will pay
directly or reimburse the Sponsor Management Entities and each of their
respective affiliates for their respective Out-of-Pocket Expenses (as defined
below), and for any Other Expenses (as defined below) for which payment or
reimbursement by the Company is provided pursuant to Section 4(b).  For the purposes of this Agreement, the term “Out-of-Pocket Expenses” means the
reasonable routine out-of-pocket costs and expenses incurred by a Sponsor
Management Entity and their respective affiliates in connection with the
Management Services provided under this Agreement (including prior to the
Effective Time), including, without limitation, (a) costs of any outside
services or independent contractors (other than the fees and disbursements of
any independent accountants, outside legal counsel, consultants or similar
independent professionals and organizations), such as couriers, business
publications, on-line financial services or similar services, retained or used
by such Sponsor Management Entity or any of its affiliates and
(b) transportation, per diem costs, word processing expenses or any
similar expense not associated with its or its affiliates’ ordinary operations.


(b)           Notwithstanding the
foregoing, except as provided in this Section 4(b), neither the Company,
Marquee nor Holdings shall pay directly or reimburse any Sponsor Management
Entity or its affiliates for costs and expenses incurred by such Sponsorship
Management Entity or its affiliates that are not Out-of-Pocket Expenses (“Other Expenses”); provided, that
the Company, Marquee or Holdings shall pay directly or reimburse a Sponsor
Management Entity and its affiliates for any of such Sponsor Management Entity’s
and its 











affiliates’ Other
Expenses that are (A) less than $10,000 in the aggregate in any calendar year
or (B) approved by the Requisite Stockholder Majority (as defined in the
Stockholders Agreement) for payment or reimbursement by the Company, Marquee or
Holdings.  If any Sponsor Management Entity
or any of its affiliates requests payment or reimbursement for Out-of-Pocket
Expenses in excess of $100,000 in the aggregate in any calendar year, such
Sponsor Management Entity or its relevant affiliate shall provide notice of
such request(s) to each other Sponsor Management Entity in accordance with
Section 9(b).  All payments or
reimbursements for Out-of-Pocket Expenses and approved or permitted Other
Expenses will be made by wire transfer in same-day funds to the bank account
designated by such Sponsor Management Entity or its relevant affiliate (other
than any such affiliate that would not be an affiliate of such Sponsor
Management Entity, but for such Sponsor Management Entity’s ownership of
capital stock of Holdings) (if such expenses were incurred by such Sponsor
Management Entity or its affiliates) promptly upon or as soon as practicable
following request for reimbursement, to the account indicated to the Company by
the relevant payee.


(c)           Apart
from the Out-of-Pocket Expenses and such other reasonable out-of-pocket
expenses as are approved pursuant to Section 4(b) of the Sponsor Management
Entities, Holdings will also incur reimbursable expenses from time to
time.  For each fiscal year, the Company
shall make cash payments to Holdings in an amount equal to the sum of (x) any
fees payable by Holdings in order to maintain its corporate existence and (y)
any amounts attributable to (i) corporate overhead expenses of Holdings
incurred in the ordinary course of business and (ii) salaries or other compensation
of employees who perform services for both Holdings and the Company
(collectively, the “Holdings Expenses”);
provided, that reimbursements for Holdings Expenses made pursuant to
this clause (i) shall not exceed, in the aggregate, $3,500,000 in any fiscal
year and (ii) shall not be deemed as part of the Management Fee.  Any payments of Holdings Expenses made
pursuant to this Section 4(b) shall be made as requested by Holdings in its
sole discretion, exercised in good faith.


SECTION 5.     Indemnification.  The
Company will indemnify and hold harmless each of the Sponsor Management
Entities, their respective affiliates and partners (both general and limited),
members (both managing and otherwise), officers, directors, employees, agents
and representatives (each such person being an “Indemnified Party”) from and against any and all losses,
claims, damages and liabilities, including in connection with seeking
indemnification, whether joint or several (the “Liabilities”), related to, arising out of or in connection
with the Management Services contemplated by this Agreement or the engagement
of the Sponsor Management Entities pursuant to, and the performance by the
Sponsor Management Entities or their affiliates of the Management Services
contemplated by, this Agreement, whether or not pending or threatened, whether
or not an Indemnified Party is a party, whether or not resulting in any
liability and whether or not such action, claim, suit, investigation or
proceeding is initiated or brought by the Company.  The Company will reimburse any Indemnified
Party for all reasonable costs and expenses (including reasonable attorneys’
fees and expenses) as they are incurred in connection with investigating,
preparing, pursuing, defending or assisting in the defense of any action,
claim, suit, investigation or proceeding for which the Indemnified Party would
be entitled to indemnification under the terms of the previous sentence, or any
action or proceeding arising therefrom, whether or not such Indemnified Party
is a party thereto.  The Company will not
be liable under the foregoing indemnification provision with respect to any
particular loss, claim, damage, liability, cost or expense of an Indemnified
Party that is determined by a court, in a final judgment from which no further
appeal may be taken, to have 











resulted
primarily from the gross negligence or willful misconduct of such Indemnified
Party.  The attorneys’ fees and other
expenses of an Indemnified Party shall be paid by the Company as they are
incurred upon receipt, in each case, of an undertaking by or on behalf of the
Indemnified Party to repay such amounts if it is finally judicially determined
that the Liabilities in question resulted primarily from the gross negligence
or willful misconduct of such Indemnified Party.


SECTION 6.     Accuracy of Information.  The
Company shall furnish or cause to be furnished to the Sponsor Management
Entities such information as the Sponsor Management Entities believe reasonably
appropriate to their Management Services hereunder and to comply with
Securities and Exchange Commission or other legal requirements relating to the
beneficial ownership by the Investors (as defined in the Stockholders
Agreement) of equity securities of the Company (all such information so
furnished, the “Information”).  The Company recognizes and confirms that the
Sponsor Management Entities (a) will use and rely primarily on the Information
and on information available from generally recognized public sources in
performing the Management Services contemplated by this Agreement without
having independently verified the same, (b) do not assume responsibility
for the accuracy or completeness of the Information and such other information
and (c) are entitled to rely upon the Information without independent verification.


SECTION 7.     Effective Time.  This
Agreement will become effective at the  “Effective Time”, as defined in the
Merger Agreement.


SECTION 8.     Permissible Activities.  Subject
to applicable law and the provisions of Section 13(b) of the Stockholders Agreement,
nothing herein will in any way preclude the Sponsor Management Entities or
their respective affiliates (other than the Company or its subsidiaries and
their respective employees) or their respective partners (both general and
limited), members (both managing and otherwise), officers, directors,
employees, agents or representatives from engaging in any business activities
or from performing services for its or their own account or for the account of
others, including for companies that may be in competition with the business
conducted by Holdings, Marquee and their subsidiaries (including the Company).


SECTION 9.     Miscellaneous.


(a)   No amendment or waiver of any
provision of this Agreement, or consent to any departure by any party hereto
from any such provision, will be effective unless it is in writing and signed
by the Company, Marquee, Holdings and the Requisite Stockholder Majority (as
defined in the Stockholders Agreement). 
Any amendment, waiver or consent will be effective only in the specific instance
and for the specific purpose for which given. 
The waiver by any party of any breach of this Agreement will not operate
as or be construed to be a waiver by such party of any subsequent breach.


(b)   Any
notices or other communications required or permitted hereunder will be
sufficiently given if delivered personally or sent by facsimile with confirmed
receipt, or by overnight courier, addressed as follows or to such other address
of which the parties may have given written notice:











if to Holdings, addressed
to it at:


AMC Entertainment Holdings, Inc.


920 Main Street


Kansas City, MO 
64105


Fax:      (816)
480-4700


Attn:     Kevin M. Connor


with a copy to:


Latham & Watkins LLP


885 Third Avenue


New York, NY 10022


Fax: (212) 751-4864


Attn:  David
S. Allinson


if to Marquee,
addressed to it at:


Marquee Holdings Inc.


920 Main Street


Kansas City, MO 
64105


Fax:      (816)
480-4700


Attn:     Kevin M. Connor


with a copy to:


Latham & Watkins LLP


885 Third Avenue


New York, NY 10022


Fax: (212) 751-4864


Attn:  David
S. Allinson


if to the Company,
addressed to it at:


AMC Entertainment Inc.


920 Main Street


Kansas City, MO 
64105


Fax:      (816)
480-4700


Attn:     Kevin M. Connor


with a copies to:


O’Melveny
& Myers LLP


Times
Square Tower


7
Times Square


New
York, NY 10036


Fax:
(212) 326-2061


Attn:  Monica Thurmond


and











Latham & Watkins LLP


885 Third Avenue


New York, NY 10022


Fax: (212) 751-4864


Attn:  David
S. Allinson


if to JPMP, addressed as follows:


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


c/o CCMP Capital Advisors, LLC


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, NY 10022


Fax: (212) 751-4864


Attn:  David
S. Allinson


if to Apollo or
the Coinvestors (as applicable), addressed as follows:


Apollo Management, L.P.


9 West 57th Street


43rd Floor


New York, New York 10019


Attn:     Marc Rowan


Aaron Stone


with a copy to:


Latham & Watkins LLP


885 Third Avenue


New York, NY 10022


Fax: (212) 751-4864


Attn:  David
S. Allinson


if to Bain, addressed as follows:


c/o Bain Capital, LLC


111 Huntington Avenue


Boston, MA 02199











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


if to Carlyle, 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


and


if to Spectrum, 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:


Ropes & Gray LLP


One International Place


Boston, Massachusetts 
02110


Fax:      (617)
951-7050


Attn:     R. Newcomb Stillwell


Howard S. Glazer


Jane D. Goldstein











Unless otherwise specified herein, such notices or other communications
will be deemed received (i) on the date delivered, if delivered personally
or sent by facsimile with confirmed receipt, and (ii) one business day
after being sent by overnight courier.


 


(c)   This
Agreement, the Stockholders Agreement and the Merger Agreement will constitute
the entire agreement between the parties with respect to the subject matter
hereof, and will supersede all previous oral and written (and all
contemporaneous oral) negotiations, commitments, agreements and understandings
relating hereto.


(d)   This
Agreement and any claims or controversies arising out of or relating to this
Agreement will be governed by, and construed in accordance with, the laws of
the State of New York (without regard to principles of conflicts of law that
would apply the law of another jurisdiction).


(e)   The
provisions of this Agreement will be binding upon and inure to the benefit of
the parties hereto and their respective successors.  Subject to the next sentence, no Person other
than the parties hereto and their respective successors is intended to be a
beneficiary of this Agreement.  The
parties acknowledge and agree that the affiliates of the Sponsor Management
Entities and their respective partners (both general and limited), members
(both managing and otherwise), officers, directors, employees, agents and
representatives are intended to be third-party beneficiaries under Section 5 of
this Agreement.


(f)    This
Agreement may be executed by one or more parties to this Agreement on any
number of separate counterparts (including by facsimile), and all of said
counterparts taken together will be deemed to constitute one and the same
instrument.


(g)   Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction will, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable such provision in any
other jurisdiction.


(h)   At
the Effective Time, this Agreement shall supersede and replace the Original
Agreement in its entirety and the Original Agreement shall be terminated and of
no further force and effect.
















IN WITNESS WHEREOF, the undersigned have executed, or
have caused to be 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARQUEE HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Craig R.
  Ramsey

  	
   

  
	
   

  	
   

  	
  Name:  Craig
  R. Ramsey

  
	
   

  	
   

  	
  Title: 
  Executive Vice President and 

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMC ENTERTAINMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Craig R.
  Ramsey

  	
   

  
	
   

  	
   

  	
  Name:  Craig
  R. Ramsey

  
	
   

  	
   

  	
  Title:  Executive
  Vice President and 

  
	
   

  	
   

  	
  Chief Financial Officer

  
							



 


 


 


FEE
AGREEMENT













 


	
  

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

  
	
   

  	
  BY: CCMP CAPITAL ADVISORS, LLC,

  
	
   

  	
   

  	
  as Attorney In Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


 


 


FEE AGREEMENT













 


	
  

  	
  APOLLO MANAGEMENT V, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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:

  



 


 


 


FEE
AGREEMENT













 


	
  

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  APOLLO ADVISORS V, L.P.,

  
	
   

  	
   

  	
  ITS GENERAL PARTNER

  
	
   

  	
  By:

  	
   

  	
  APOLLO CAPITAL MANAGEMENT V, INC.

  
	
   

  	
   

  	
  ITS GENERAL PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APOLLO GERMAN PARTNERS V GMBH & CO KG

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  APOLLO ADVISORS V, L.P.,

  
	
   

  	
   

  	
  ITS GENERAL PARTNER

  
	
   

  	
  By:

  	
   

  	
  APOLLO CAPITAL MANAGEMENT V, INC.

  
	
   

  	
   

  	
  ITS GENERAL PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


 


FEE
AGREEMENT













 


	
  

  	
  BAIN CAPITAL PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


FEE
AGREEMENT













 


	
  

  	
  TC GROUP, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


FEE
AGREEMENT













 


	
  

  	
  APPLEGATE AND COLLATOS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Authorized
  Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


FEE
AGREEMENT













Schedule
1


Management
Fee


	
  Entity

  	
   

  	
  Fee Percentage

  	
   

  
	
  J.P. Morgan Partners
  (BHCA), L.P.

  	
   

  	
  25.498

  	
  %

  
	
  Apollo Investment Fund
  V, L.P.

  	
   

  	
  21.877

  	
  %

  
	
  Apollo Overseas
  Partners V, L.P.

  	
   

  	
  2.870

  	
  %

  
	
  Apollo Netherlands Partners
  V(A), L.P.

  	
   

  	
  0.301

  	
  %

  
	
  Apollo Netherlands
  Partners V(B), L.P.

  	
   

  	
  0.212

  	
  %

  
	
  Apollo German Partners
  V GmbH & Co KG

  	
   

  	
  0.238

  	
  %

  
	
  Bain Capital Partners,
  LLC

  	
   

  	
  18.512

  	
  %

  
	
  TC Group, L.L.C.

  	
   

  	
  18.512

  	
  %

  
	
  Applegate and Collatos,
  Inc.

  	
   

  	
  11.979

  	
  %

  
	
  Total:

  	
   

  	
  100.000

  	
  %

  



 


 


 


Fee
Agreement