EXHIBIT
10.3


STOCKHOLDERS AGREEMENT


OF


AMC ENTERTAINMENT HOLDINGS, INC.


June 11, 2007

















TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
   

  	
  TRANSFERS

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Transfer Restrictions

  	
   

  	
  3

  
	
  (b)

  	
   

  	
  Transfer Notice

  	
   

  	
  3

  
	
  (c)

  	
   

  	
  Restrictions on Transfers under Rule 144

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  RIGHT OF FIRST OFFER

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Company Right of First Offer

  	
   

  	
  4

  
	
  (b)

  	
   

  	
  Investor Right of First Offer

  	
   

  	
  4

  
	
  (c)

  	
   

  	
  Investor Over-Allotment Period

  	
   

  	
  5

  
	
  (d)

  	
   

  	
  Restrictions

  	
   

  	
  6

  
	
  (e)

  	
   

  	
  Exercise

  	
   

  	
  6

  
	
  (f)

  	
   

  	
  Acceptance of Offer

  	
   

  	
  7

  
	
  (g)

  	
   

  	
  Consideration

  	
   

  	
  7

  
	
  (h)

  	
   

  	
  Closing

  	
   

  	
  7

  
	
  (i)

  	
   

  	
  Certain Provisions Applicable to the ROFO

  	
   

  	
  7

  
	
  (j)

  	
   

  	
  Time Limitation

  	
   

  	
  7

  
	
  (k)

  	
   

  	
  Investor Expenses

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  DRAG-ALONG RIGHTS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Drag-Along Right

  	
   

  	
  8

  
	
  (b)

  	
   

  	
  Notice

  	
   

  	
  8

  
	
  (c)

  	
   

  	
  Exercise

  	
   

  	
  8

  
	
  (d)

  	
   

  	
  Time Limitation

  	
   

  	
  9

  
	
  (e)

  	
   

  	
  Investor Expenses

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  TAG-ALONG RIGHTS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Notice

  	
   

  	
  9

  
	
  (b)

  	
   

  	
  Tag-Along Right

  	
   

  	
  10

  
	
  (c)

  	
   

  	
  Exercise

  	
   

  	
  11

  
	
  (d)

  	
   

  	
  Certain Restrictions

  	
   

  	
  12

  
	
  (e)

  	
   

  	
  Time Limitation

  	
   

  	
  12

  
	
  (f)

  	
   

  	
  Investor Expenses

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  PARTICIPATION RIGHTS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Participation Rights

  	
   

  	
  12

  
	
  (b)

  	
   

  	
  Offer

  	
   

  	
  13

  
	
  (c)

  	
   

  	
  Exercise

  	
   

  	
  13

  
	
  (d)

  	
   

  	
  Irrevocable Acceptance

  	
   

  	
  13

  
							



 











 


	
  (e)

  	
   

  	
  Time Limitation

  	
   

  	
  14

  
	
  (f)

  	
   

  	
  Other Securities

  	
   

  	
  14

  
	
  (g)

  	
   

  	
  Certain Legal Requirements

  	
   

  	
  14

  
	
  (h)

  	
   

  	
  Further Assurances

  	
   

  	
  14

  
	
  (i)

  	
   

  	
  Expenses

  	
   

  	
  14

  
	
  (j)

  	
   

  	
  Closing

  	
   

  	
  15

  
	
  (k)

  	
   

  	
  Excluded Transactions

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
   

  	
  REGISTRATION RIGHTS

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Demand Registrations

  	
   

  	
  16

  
	
  (b)

  	
   

  	
  Piggyback Registrations

  	
   

  	
  18

  
	
  (c)

  	
   

  	
  Holdback Agreements

  	
   

  	
  19

  
	
  (d)

  	
   

  	
  Expenses

  	
   

  	
  19

  
	
  (e)

  	
   

  	
  Registration Procedures

  	
   

  	
  20

  
	
  (f)

  	
   

  	
  Conditions to Investor Rights; Indemnification by
  Investor

  	
   

  	
  23

  
	
  (g)

  	
   

  	
  Indemnification and Contribution

  	
   

  	
  24

  
	
  (h)

  	
   

  	
  Rule 144

  	
   

  	
  27

  
	
  (i)

  	
   

  	
  Termination of Registration Rights

  	
   

  	
  27

  
	
  (j)

  	
   

  	
  Delay of Registration

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
   

  	
  LEGEND ON CERTIFICATES

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Legends

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
   

  	
  DURATION OF AGREEMENT

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
   

  	
  INFORMATION RIGHTS

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Financial Statements and Other Information

  	
   

  	
  28

  
	
  (b)

  	
   

  	
  Other Information

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
   

  	
  REGULATORY MATTERS

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Cooperation of Other Stockholders

  	
   

  	
  30

  
	
  (b)

  	
   

  	
  Covenant Not to Amend

  	
   

  	
  30

  
	
  (c)

  	
   

  	
  Exception

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
   

  	
  EFFECTIVENESS OF AGREEMENT

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
   

  	
  DEFINITIONS

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  40

  



 



 iii
 








 


	
  (a)

  	
   

  	
  Successors, Assigns and Transferees

  	
   

  	
  40

  
	
  (b)

  	
   

  	
  Competitive Opportunity

  	
   

  	
  40

  
	
  (c)

  	
   

  	
  Specific Performance

  	
   

  	
  40

  
	
  (d)

  	
   

  	
  Governing Law

  	
   

  	
  41

  
	
  (e)

  	
   

  	
  Submission to Jurisdiction; Waiver of Jury Trial

  	
   

  	
  41

  
	
  (f)

  	
   

  	
  Descriptive Headings

  	
   

  	
  41

  
	
  (g)

  	
   

  	
  Notices

  	
   

  	
  41

  
	
  (h)

  	
   

  	
  Recapitalization, Exchange, Etc. Affecting the
  Company’s Shares

  	
   

  	
  44

  
	
  (i)

  	
   

  	
  Counterparts

  	
   

  	
  44

  
	
  (j)

  	
   

  	
  Severability

  	
   

  	
  44

  
	
  (k)

  	
   

  	
  Amendment

  	
   

  	
  45

  
	
  (l)

  	
   

  	
  Tax Withholding

  	
   

  	
  45

  
	
  (m)

  	
   

  	
  Integration

  	
   

  	
  45

  
	
  (n)

  	
   

  	
  Further Assurances

  	
   

  	
  46

  
	
  (o)

  	
   

  	
  No Strict Construction

  	
   

  	
  46

  
	
  (p)

  	
   

  	
  No Third Party Beneficiaries.

  	
   

  	
  46

  
	
  (q)

  	
   

  	
  No Recourse.

  	
   

  	
  46

  
	
  (r)

  	
   

  	
  Termination of Initial Stockholders Agreement.

  	
   

  	
  46

  



 


	
  SCHEDULES

  	 

	 
	
   

  
	
  1

  	
   

  	
  —

  	
   

  	
  SCHEDULE OF OTHER AMC INVESTORS

  	 

	 
	
   

  	
   

  	
   

  	
   

  	
   

  
	 
	
  2

  	
   

  	
  —

  	
   

  	
  SCHEDULE OF INVESTORS

  
	 
	
   

  	
   

  	
   

  	
   

  	
   

  
	 
	
  10(b)

  	
   

  	
  —

  	
   

  	
  REGULATORY PROBLEM AGREEMENTS

  
	 
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	 

	 
	
   

  
	
  A

  	
   

  	
  —

  	
   

  	
  FORM OF STOCKHOLDER JOINDER

  	 

	 
	
   

  	
   

  	
   

  	
   

  	
   

  
	 
	
  B

  	
   

  	
  —

  	
   

  	
  REGULATORY SIDELETTER

  
	 
	
   

  	
   

  	
   

  	
   

  	
   

  
	 
	
  C

  	
   

  	
  —

  	
   

  	
  MANAGEMENT STOCKHOLDERS AGREEMENT

  
											



 



 iv















AMC ENTERTAINMENT HOLDINGS, INC.

STOCKHOLDERS AGREEMENT


This STOCKHOLDERS AGREEMENT
(the “Agreement”), dated as of June 11, 2007 and effective as of the
Effective Time (as defined below) by and among AMC Entertainment Holdings,
Inc., a Delaware corporation (including its successors, the “Company”), J.P. Morgan Partners
(BHCA), L.P., a Delaware limited partnership (“JPMP BHCA”), J.P. Morgan Partners Global Investors, L.P., a
Delaware limited partnership (“JPMP
Global”), J.P. Morgan
Partners Global Investors (Cayman), L.P., a Cayman limited partnership (“JPMP Cayman”), J.P. Morgan
Partners Global Investors (Cayman) II, L.P., a Cayman limited partnership (“JPMP Cayman II”), J.P. Morgan
Partners Global Investors (Selldown), L.P., a Delaware limited partnership (“JPMP
Selldown”), J.P. Morgan Partners Global Investors (Selldown) II,
L.P., a Delaware limited partnership (“JPMP Selldown II”), JPMP Global
Fund/AMC/Selldown II, L.P., a Delaware limited partnership (“JPMP AMC/Selldown
II”), J.P. Morgan Partners Global Investors (Selldown) II-C, L.P., a Delaware
limited partnership (“JPMP Selldown II-C”), AMCE (Ginger), L.P., a Delaware limited partnership (“Ginger”),
AMCE (Luke), L.P., a Delaware limited partnership (“Luke”) and AMCE
(Scarlett), L.P., a Delaware limited partnership (“Scarlett”, and
together with JPMP BHCA, JPMP Global, JPMP
Cayman, JPMP Cayman II, JPMP Selldown, JPMP Selldown II, JPMP
AMC/Selldown II, JPMP Selldown II-C, Ginger, Luke, and any of their respective Permitted
Transferees, the “JPMP Investors”), Apollo Investment Fund V, L.P., a Delaware limited partnership (“Apollo
Fund V”), Apollo Overseas Partners V, L.P., a Cayman Island exempted
limited partnership (“Apollo Overseas”), Apollo Netherlands Partners
V(A), L.P., a Cayman Island exempted limited partnership (“Apollo
Netherlands V(A)”), Apollo Netherlands Partners V(B), L.P., a Cayman Island
exempted limited partnership (“Apollo Netherlands V(B)”), Apollo German
Partners V GmbH & Co KG, a German limited partnership (“Apollo German
Partners” and, together with Apollo Fund V, Apollo Overseas, Apollo
Netherlands V(A) and Apollo Netherlands V(B), and any of their respective
Permitted Transferees, the “Apollo Investors”), and the other entities
listed on Schedule 1 attached hereto (together with any of their respective
Permitted Transferees, the “Other AMC Investors”, and together with the
JPMP Investors and Apollo Investors, the “JPMP/Apollo Investors”), and
is made by and among the JPMP/Apollo Investors and Carlyle Partners III Loews,
L.P. and CP III Coinvestment, L.P. (together with any of their respective
Permitted Transferees, the “Carlyle Investors”), and Bain Capital
Holdings (Loews) I, L.P. and Bain Capital AIV (Loews) II, L.P. (together with
any of their respective Permitted Transferees, the “Bain Investors”),
and Spectrum Equity Investors IV, L.P., Spectrum Equity Investors Parallel IV,
L.P. and Spectrum IV Investment Managers’ Fund, L.P. (together with any of
their respective Permitted Transferees, the “Spectrum Investors”, and
together with the Carlyle Investors and the Bain Investors, the “BCS
Investors”).  Each of the JPMP/Apollo
Investors and the BCS Investors are sometimes referred to herein as an “Investor” and collectively as the “Investors” (and the terms “Investor”
and “Investors” may include other Persons, as provided in the definition of
such terms in Section 12 hereof) and the Company and the Investors,
together with any subsequent stockholders which become parties hereto, 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 12 hereto.












RECITALS


WHEREAS, the Company,
Marquee Holdings Inc., a Delaware corporation (“Marquee”) and Marquee
Merger Sub Inc., a Delaware corporation and 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 stockholders of Marquee who held Class N Common Stock of Marquee, par
value $0.01 per share, immediately prior to the Effective Time (collectively,
the “Management Stockholders”) will 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 Management Stockholders and the Company are entering
into that certain Management Stockholders Agreement by and among the Company,
the Principal Investors and the Management Stockholders substantially in the
form of Exhibit C hereto (the “Management Stockholders Agreement”);
and


WHEREAS, as of the Effective
Time, each of the Investors will hold such number of shares of Stock
representing such Investor’s Percentage Interest in the Company as listed on
Schedule 2 attached hereto; and


WHEREAS, immediately prior
to the Effective Time, Marquee and each of the Investors was party to that
certain Second Amended and Restated Stockholders Agreement of Marquee, dated as
of January 26, 2006 (the “Initial Stockholders Agreement”), and the
Parties desire to enter into this Agreement to supersede and replace the
Initial Stockholders Agreement and to set forth their respective rights and
obligation with respect to their Shares; and


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:



 2
 









AGREEMENT


SECTION 1.                            TRANSFERS


(a)                            Transfer Restrictions.  Each of the Investors agrees and acknowledges
that, except as provided in this Section 1, it will not, directly or indirectly
(through one or more of its Affiliates or otherwise), Transfer any Shares
except (i) for Permitted Transfers (in compliance with and subject to the
provisions of Sections 2, 3 and 4 for Permitted Transfers within the meaning of
clause (i) of the definition thereof occurring at any time prior to the IPO
Date), provided that as a condition to any Permitted Transfer pursuant to
clause (i), (ii) or (v) of the definition of Permitted Transfer (whether prior
or subsequent to the IPO Date), the transferee of Shares in such Permitted
Transfer shall agree in writing 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, (ii) after the Blockout Period and prior to the IPO Date, for
Transfers of Shares in compliance with and subject to the provisions of
Sections 2, 3 and 4, (iii) after the IPO Date, for Transfers of Shares in
compliance with and subject to the provisions of Section 4, (iv) at any time
prior to the IPO Date, for Transfers of Shares in an Exit Sale pursuant to
Section 3 and (v) at any time after the IPO Date, for Transfers of Shares
pursuant to a Public Sale in compliance with and subject to Section 1(c).  Notwithstanding and without limiting the
foregoing, no Investor shall be permitted, without the prior written consent of
the Requisite Stockholder Majority, to (i) Transfer any Shares to any Person
that competes in any material respect with the business conducted by the
Company or any of its Subsidiaries at the time of such proposed Transfer
(except a Transfer pursuant to a Public Sale), (ii) pledge, hypothecate or
grant any security interest in any Shares, or (iii) prior to the IPO Date,
Transfer any Shares in any manner that would violate, cause a default,
constitute a “change of control” or trigger a requirement to repurchase or
offer to repurchase or similar event, under any of the Company’s or any of the
Company’s Subsidiaries’ material debt agreements, indentures and other
agreements or instruments evidencing material indebtedness of the Company or
any of its Subsidiaries, as such agreements, indentures and instruments may be
amended or modified from time to time in accordance with their terms; provided,
that the foregoing clauses (i) and (iii) shall not apply to any Company Sale
and; provided, further, that the foregoing clause (iii) shall not
apply if in connection with such Transfer of Shares, the material indebtedness
of the Company or any of its Subsidiaries is amended, modified or refinanced
such that there does not exist a violation, default or “change of control”
pursuant to such material indebtedness. 
For purposes of determining whether a Transfer of Shares would
constitute a “change of control,” Shares sold by any Investor pursuant to
Tag-Along Rights provided in Section 4 shall be included in such
calculation.  As a condition to any
Transfer of Shares prior to the IPO Date (other than in connection with an Exit
Sale), the transferee of such Shares shall (i) execute a counterpart of this
Agreement in the form attached hereto as Exhibit A and become a party to
this Agreement (ii) be bound by the terms hereof for all purposes hereunder and
(iii) be treated as an Investor hereunder (but not as a Principal Investor
unless (A) the transferor was a Principal Investor, and (B) each Principal
Investor consents in their respective sole discretion) with the same rights and
obligations of an Investor (but not as a Principal Investor unless (A) the
transferor was a Principal Investor, and (B) each Principal Investor consents
in their respective sole discretion) for all purposes of this Agreement.


(b)                           Transfer Notice.  Prior to any proposed Transfer of any Shares,
the Investor holding such Shares to be Transferred shall give written notice to
the Company of its intention to effect such Transfer (the “Transfer Notice”).  Such Transfer Notice shall set forth in
reasonable



 3
 









detail the terms and conditions
of such proposed Transfer, including (i) the percentage of such Selling
Investor’s Shares that would be Transferred, (ii) the number of Shares proposed
to be Transferred (the “Offered Shares”), (iii) the proposed amount
and form of consideration to be paid for the Offered Shares and (iv) all
other material terms of the proposed Transfer. 
In the event that the terms and/or conditions set forth in the Transfer
Notice are thereafter amended in any material respect, the Transfer Notice
shall be of no further force and effect and the transferring Investor shall
give a new Transfer Notice containing such amended terms and conditions.  Subject to compliance with Section 1, 2,
3 and 4 herein (including any applicable time periods set forth in those
Sections), and subject to Section 6(c) herein, the Investor holding such
Shares to be Transferred shall have the right, after receipt by the Company and
the other Investors of the Transfer Notice, to Transfer Shares in accordance
with the terms set forth in such Transfer Notice.


(c)                            Restrictions on Transfers
under Rule 144.  After the IPO Date,
each Specified Holder shall promptly notify each Related Holder when it has
commenced a measurement period for purposes of the Rule 144 group volume limit
in connection with a Transfer that is subject to such limit and what the volume
limit for such measurement period, determined as of its commencement, will
be.  Each Related Holder shall be
entitled to effect Transfers that are subject to the Rule 144 group volume
limit pro rata during the applicable measurement period based on the ratio of
the relative number of Shares owned by such Related Holder to the number of
Shares owned by all Specified Holders and Related Holders at the start of the
measurement period.  In the event any
Related Holder agrees to forego its full pro rata share of the Rule 144 group
volume limit by written notice thereof to the Specified Holder and all other
Related Holders, the remainder shall be reallocated pro rata among the
Specified Holder and all other Related Holders in like manner (except that the
Shares held by such foregoing Related Holder at the start of such measurement
period shall be excluded from such calculation).  The provisions of this Section 1(c) shall not
apply to any Transfer of Shares (i) pursuant to clause (i) of the definition of
Public Sale or (ii) not subject to volume limitations under Rule 144.


SECTION 2.                            RIGHT OF FIRST OFFER


(a)                            Company Right of First
Offer.  Subject to Section 2(i), if,
at any time prior to the IPO Date, an Investor (a “Selling Investor”)
proposes to Transfer any Shares to any Person (the “Offeror”), such
Selling Investor shall comply with the provisions of this Section 2.  Within five (5) Business Days of receipt of
the Transfer Notice (the “Company Election Period”), the Company shall
have the irrevocable right to elect to purchase all, or a portion, of the
Offered Shares at the price and on the terms and conditions set forth in the
Transfer Notice by delivery of a written notice to the Selling Investor (the “Company
Election Notice”).  The Company
Election Notice will be binding on and enforceable against the Company with
respect to the purchase and sale of all of such Offered Shares at the price and
on the terms and conditions set forth in the Transfer Notice.


(b)                           Investor Right of First
Offer.  If the Company elects not to
exercise its right to purchase all of the Offered Shares within the Company
Election Period or elects to purchase less than all of the Offered Shares, the
Company shall give each Investor notice of such election and deliver to each
Investor other than the Selling Investor (each, a “Non-Selling Investor”)
and each Management Stockholder a copy of the Transfer Notice within two (2)
Business Days after the



 4
 









expiration of the Company
Election Period, then, within twelve (12) Business Days of the date the Company
Election Period terminates (the “Investor Election Period”), each
Non-Selling Investor shall have the right to elect (which election shall be
irrevocable) to purchase up to that portion (pro rata based upon the relative
number of Shares owned by such Non-Selling Investor to the Shares owned by all
other Non-Selling Investors at such time) of the remaining Offered Shares at the
price and on the terms and conditions set forth in the Transfer Notice by
delivery of a written notice to the Company (the “Investor Election Notice”).  The Investor Election Notice will be binding
on and enforceable against each Non-Selling Investor with respect to the
purchase and sale of all of such Offered Shares at the price and on the terms
and conditions set forth in the Transfer Notice.


(c)                            Investor Over-Allotment
Period.  If the Company has elected
not to exercise its right to purchase all of the Offered Shares within the
Company Election Period or elected to purchase less than all of the Offered
Shares and the Non-Selling Investors have in the aggregate elected to purchase
some but less than all of the Offered Shares, the Company shall give those
Non-Selling Investors, if any, who elected to purchase all of the Offered
Shares (a “Fully Subscribed Non-Selling Investor”) which were available
to be purchased by them pursuant to Section 2(b), a notice within two (2)
Business Days of the expiry of the Investor Election Period of the number of
additional Offered Shares available to be purchased (the “Remaining Offered
Shares”).  Each Fully Subscribed
Non-Selling Investor may elect (which election shall be irrevocable) to
purchase up to its pro rata share (based on the ratio of the relative number of
Shares owned by such Fully Subscribed Non-Selling Investor to the number of
Shares owned by all of the Fully Subscribed Non-Selling Investors) of the
Remaining Offered Shares by delivery to the Company of a written notice (the “Second
Investor Election Notice”) within seven (7) Business Days of the expiry of
the Investor Election Period (the “Second Investor Election Period”).  In anticipation of the contingency that not
all of the Remaining Offered Shares are elected to be purchased pursuant to the
preceding sentence (any such Remaining Offered Shares not elected to be
purchased, the “Additional Remaining Offered Shares”), each Fully
Subscribed Non-Selling Investor may also elect prior to the expiry of the
Second Investor Election Period (which election shall be made concurrently and
on the same form as the election in the previous sentence, and in any event
shall be irrevocable) to purchase up to all of the Additional Remaining Offered
Shares; provided that the Investors shall, as much as reasonably
practicable, consult with each other and coordinate the exercise of rights such
that all Remaining Offered Shares and Additional Remaining Offered Shares are
elected to be purchased and each shall use all reasonable efforts to inform the
others of the actions it will take at least three (3) Business Days in advance
of the expiration of the Second Investor Election Period and to inform each
other as promptly as practicable of any change of intention made thereafter,
but prior to the expiration of the Second Investor Election Period.  To the extent that there are Remaining
Offered Shares and the Fully Subscribed Non-Selling Investors have, in the
aggregate, elected to purchase more of the Remaining Offered Shares than are
available, such Remaining Offered Shares shall be apportioned pro rata amongst
the Fully Subscribed Non-Selling Investors who have elected to purchase Remaining
Offered Shares (determined based on the ratio of the number of Shares owned by
each such Fully Subscribed Non-Selling Investor who has elected to purchase
more than their pro rata portion of Remaining Offered Shares to the aggregate
number of Shares held by all such Fully Subscribed Non-Selling Investors who
have elected to purchase more than their pro rata portion of Remaining Offered
Shares).



 5
 









(d)                           Restrictions.  The right of each of the Company and the
Non-Selling Investor as provided for in this Section 2 will be void ab initio if the Company Election Notice,
all Investor Election Notices and all Second Investor Election Notices,
collectively constitute an offer to purchase less than all of such Offered
Shares.


(e)                            Exercise.  Provided that the Company Election Notice,
all Investor Election Notices and all Second Investor Election Notices,
collectively constitute an offer to purchase all of such Offered Shares, then
within ten (10) days of receipt of the Company Election Notice, the Investor
Election Notice, and the Second Investor Election Notice, as the case may be,
either the Company or any Non-Selling Investor, or both (in each case, the “Electing
Party”), shall deliver to the Selling Investor (by certified check or wire
transfer in immediately available funds to an account specified by the Selling
Investor) the purchase price of such Offered Shares to be purchased by the
Electing Party, and the Selling Investor shall deliver stock certificates duly
endorsed for Transfer or with duly executed stock powers or similar
instruments, or such other instrument of Transfer of such Transferred Shares as
may be reasonably requested by the Electing Party with all stock transfer taxes
paid and stamps affixed.  If any
Governmental Approval is required in connection with any such purchase of
Offered Shares and such Governmental Approval has not been completed or
obtained on or prior to the date scheduled for closing, the closing of the
purchase of all Offered Shares shall take place on the third Business Day after
such Governmental Approval has been completed or obtained.  The Selling Investor and the Electing Party
shall each use reasonable efforts to complete or obtain any such required
Governmental Approval; provided, however, that neither the
Selling Investor nor the Electing Party shall be required to agree to any
divestiture or operational constraint or pay any material amount of money
(other than the filing fee payable in connection with any notification required
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or
in connection with any notification or filing under any foreign competition
laws which shall be paid by such Electing Party) as a condition of obtaining
such Governmental Approval.   If each of
the Parties has acted in good faith to complete or obtain any such required Governmental
Approval and such Governmental Approval has not been completed or obtained on
or before the date which is ninety (90) days after receipt by the Selling
Investor of the Company Election Notice, the Investor Election Notice or the
Second Investor Election Notice, as the case may be, the proposed sale of
Offered Shares subject to such required Governmental Approval shall be
cancelled with respect to such Electing Party and, for all purposes, such
Electing Party shall be deemed to have elected not to purchase such Offered
Shares pursuant to this Section 2, and the Selling Investor shall be free
to Transfer the Offered Shares to (i) any Non-Selling Investors, if any remain,
and the Company in accordance with this Section 2; provided, that
the right of each of the Company and such Non-Selling Investors set forth in
this Section 2 will be void ab initio
if the Company and such Non-Selling Investors, collectively, offer to purchase
less than all of the Offered Shares or (ii) in the absence of any remaining
Non-Selling Investor, the Offeror.  Each
Electing Party shall only be required to give customary representations and
warranties, including legal authority and capacity, non-contravention of other
agreements to which it is a party and customary stock investor representations.  Each Electing Party 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 Transfer Notice) as a condition to the
exercise of such holder’s rights to Transfer Shares under this Section 2.



 6
 









(f)                              Acceptance of Offer.  Subject to Section 4, if the Company and the
Non-Selling Investors have not collectively elected to purchase all of the
Offered Shares prior to the expiry of the Investor Election Period or the
Second Investor Election Period, as the case may be, the Selling Investor shall
have the right to Transfer the Offered Shares specified in the Transfer Notice
in accordance with the terms of this Agreement, but only at a price and upon
terms and conditions in the aggregate no less favorable to the Selling Investor
than those stated in the Transfer Notice and only if the consummation of sale
occurs on a date within ninety (90) days from the end of the Investor Election
Period or the Second Investor Election Period, as the case may be.


(g)                           Consideration.  For purposes of calculating the purchase
price of any such Transfer, if any portion of the consideration is paid other
than in cash, the Fair Market Value of any non-cash consideration shall be
determined in accordance with the definition of Fair Market Value and any
Electing Party may deliver an amount of cash equal to the Fair Market Value of
such non-cash consideration in consideration for the Shares to be purchased by
such Electing Party.


(h)                           Closing.  The closing of the transactions contemplated
by this Section 2 shall occur at the principal place of business of the
Company unless otherwise agreed to in writing by the parties to such
transaction.


(i)                               Certain Provisions
Applicable to the ROFO. 
Notwithstanding the foregoing: (i) prior to any Transfer of Shares by a
Selling Investor pursuant to this Section 2, the Selling Investor shall,
after complying with the provisions of this Section 2, comply with the
provisions of Section 4 hereof, if applicable; (ii) neither the Company nor any
Investor shall be entitled to the right of first offer (“ROFO”) under
this Section 2 with respect to a Permitted Transfer of any Shares within
the meaning of clauses (ii), (iii), (iv), or, in the event the Transfer is
pursuant to a registration involving an Initial Public Offering, (v) of the
definition of Permitted Transfer; (iii) no Investor shall be entitled to the
ROFO under this Section 2 at any time that it owns less than 5% of such
Investor’s Initial Investor Shares; (iv) no Investor shall be entitled to the
ROFO under this Section 2 in connection with a Company Sale that is a
merger, consolidation, business combination or similar transaction involving a
sale of all or substantially all of the Company; and (v) no Investor shall be
entitled to the ROFO under this Section 2 in connection with an Exit Sale
pursuant to Section 3.


(j)                               Time Limitation.  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 Selling
Investor has not completed the proposed Transfer, the Transfer Notice shall be
null and void, and it shall be necessary for a separate Transfer Notice to be
delivered, and the terms and provisions of this Section 2 separately
complied with, in order to consummate such Transfer pursuant to this
Section 2.


(k)                            Investor Expenses.  The Company will pay the reasonable fees and
expenses of legal counsel (and such local counsel as may be appropriate) for
the Spectrum Investors, collectively, until such time as the Spectrum Investors collectively cease to hold Investor
Shares representing at least 25% of the Initial Investor Shares held by the
Spectrum Investors (as may be adjusted for stock splits, stock dividends,
recapitalizations, pro-rata selldowns or similar events),



 7
 









and legal counsel (and such
local counsel as may be appropriate) for each of the Principal Investors, in
connection with any transaction that is the subject of this Section 2.


SECTION 3.                            DRAG-ALONG RIGHTS


(a)                            Drag-Along Right.  At any time prior to the IPO Date, Investors
constituting a Requisite Stockholder Majority (collectively, the “Drag-Along
Sellers”) may require each other Investor (the “Required Sellers”)
to participate in any Company Sale pursuant to which the Drag-Along Sellers are
Transferring at least 90% of the then outstanding 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 as hereinafter
defined).  In connection with an Exit
Sale, the Company may also require each Required Seller to vote in favor of
such Exit Sale or act by written consent approving the same with respect to all
Shares owned by such Required Seller, as necessary or desirable to authorize,
approve and adopt the Exit Sale.  Without
limiting the foregoing, if an Exit Sale requires the approval of the Company’s
stockholders, each Investor shall waive any dissenters’ rights, appraisal
rights or similar rights in connection with such Exit Sale or Company
Sale.  In the event that a sale is
proposed pursuant to this Section 3, all outstanding proposals to Transfer
Shares shall immediately be withdrawn and no Transfer of Shares shall be
consummated until the expiration of the time period provided for in
Section 3(e).  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 Required Sellers
participating therein in connection with such Required Sellers’ Transfer of
Shares.


(b)                           Notice.  The rights set forth in Section 3(a) shall be
exercised by the Drag-Along Sellers giving written notice (the “Drag-Along
Notice”) to each Required Seller and the Company, at least ten (10)
Business Days prior to the date on which the Drag-Along Sellers expect to
consummate the Transfer giving rise to such Drag-Along Right.  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 each Required Seller and the Company.  Each Drag-Along Notice and Amended Drag-Along
Notice shall set forth:  (i) the name of
the Drag-Along Transferee and the amount of Shares proposed to be purchased by
such Drag-Along Transferee, (ii) the proposed amount and type of consideration
and material terms and conditions of payment offered by the Drag-Along
Transferee, and (iii) a summary of any other material terms pertaining to the
Transfer.


(c)                            Exercise.  All Transfers of Shares to the Drag-Along
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 such Required Sellers and
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.



 8
 









The delivery of stock
certificates shall be made on such date, against payment of the purchase price
for such Shares, 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 the Company, with all
stock transfer taxes paid and stamps affixed. 
Each Required Seller shall receive the same form and amount of
consideration received by the Drag-Along Sellers per Share.  To the extent that the Parties (or any
successors thereto) are to provide any indemnification or otherwise assume any
other post-closing liabilities, the Drag-Along Sellers and all Required Sellers
selling Shares in a transaction under this Section 3 shall do so severally
and not jointly (and on a pro rata basis in accordance with the Shares being
sold by each) and their respective potential liability thereunder shall not
exceed the proceeds received. 
Furthermore, each Required Seller 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 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 Required Seller) and their
respective potential liability thereunder shall not exceed the proceeds
received; provided, that in connection with such transaction no Investor
shall be required to enter into any non-competition agreement.  Each Required Seller 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)                           Time Limitation.  If at the end of the 90th day after the 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 has resulted from the failure to obtain the
necessary Governmental Approvals with respect to the Exit Sale.


(e)                            Investor Expenses.  The Company will pay the reasonable fees and
expenses of legal counsel (and such local counsel as may be appropriate) for
the Spectrum Investors, collectively, until such time as the Spectrum Investors collectively cease to hold Investor
Shares representing at least 25% of the Initial Investor Shares held by the
Spectrum Investors (as may be adjusted for stock splits, stock dividends,
recapitalizations, pro-rata selldowns or similar events), and legal
counsel (and such local counsel as may be appropriate) for each of the
Principal Investors, in connection with any transaction that is the subject of
this Section 3.


SECTION 4.                            TAG-ALONG RIGHTS


(a)                            Notice.  Subject to Section 4(d) and after complying
with the provisions of Section 2 to the extent applicable, if at any time
(including, for the avoidance of doubt, following the IPO Date) a Selling
Investor (referred to in this Section 4 as the “Tag-Along Seller”)
proposes to Transfer Shares held by such Tag-Along Seller to any Person other
than the Company (except where the Tag-Along Seller is a Principal Investor and
the transferee is the Company, in which case the provisions of this Section 4
will apply) or the Non-Selling Investors pursuant to Section 2, whether in one
transaction or in a series of related transactions, then such Tag-Along Seller



 9
 









shall comply with the
provisions of this Section 4.  In
addition to the information required to be provided in the Transfer Notice
pursuant to Section 1(b), the Tag-Along Seller shall provide additional
information with respect to the proposed Transfer as reasonably requested by
the Non-Selling Investors to the Company. 
Following receipt of such additional information, the Company shall
promptly deliver such additional information to the Management Stockholders and
the Non-Selling Investors.


(b)                           Tag-Along
Right.  If the Company and the
Non-Selling Investors have in the aggregate not elected to purchase all of the
Offered Shares pursuant to Section 2, the Company shall give the Non-Selling
Investors and the Management Stockholders, a notice within two (2) Business
Days after the expiry of the Investor Election Period or the Second Investor
Election Period, as the case may be, that all of the Offered Shares were not
elected to be purchased and informing such Non-Selling Investor of their
opportunity to participate in a tag-along sale pursuant to this Section 4 and
informing the Management Stockholders of their opportunity to participate in
the tag-along sale pursuant to the Management Stockholders Agreement.  The Non-Selling Investors and the Management
Stockholders 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 proposed
Transfer by the Tag-Along Seller to any Person (the “Tag-Along Transferee”)
on the terms and conditions set forth in such Transfer Notice (such
participation rights being hereinafter referred to as “Tag-Along Rights”).  Any Non-Selling Investor and any Management
Stockholder that has not notified the Tag-Along Seller of 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 the sale
contemplated by such Transfer Notice and the Tag-Along Seller and the
Non-Selling Investors and the Management Stockholders who have exercised such
Tag-Along Rights 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
Transfer Notice with respect to such Transfer and on other terms and conditions
that are not materially more favorable to the Tag-Along Seller and the
Non-Selling Investors and the Management Stockholders who have exercised such
Tag-Along Rights than those set forth in such Transfer Notice, without any
further obligation to such Non-Selling Investor(s) and Management
Stockholder(s) pursuant to this Section 4(b) that have not provided notice to
exercise Tag-Along Rights.  Each
Non-Selling Investor and Management Stockholder that elects to exercise
Tag-Along Rights may participate with respect to the Shares owned by such
Investor or with respect to the number of whole Restricted Shares (as defined
in the Management Stockholders Agreement), including any (a) Restricted Shares
issuable upon exercise of Vested Options (as defined in the Management
Stockholders Agreement) or (b) any Restricted Shares that will be issuable
pursuant to options that vest as a result of the consummation of the Transfer
to the Tag-Along Transferee (collectively, “Management Shares”), as the
case may be, in an amount equal to the product obtained by multiplying (i) in
the case of Non-Selling Investor, the aggregate number of Shares owned by such
Non-Selling Investor on the date of the sale and, in the case of a Management
Stockholder, the aggregate number of Management Shares owned by such Management
Stockholder on the date of the Sale by (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 Non-Selling Investors and Management
Stockholders elects not to



 10
 









include the maximum number of
Eligible Shares in a proposed sale, the Tag-Along Seller shall give prompt
notice to each other participating Non-Selling Investors and participating
Management Stockholders and such other participating Investor and participating
Management Stockholders may sell in the proposed sale a number of additional
Shares or Management Shares, as the case may be, owned by any of them equal to
their pro rata portion (based upon the aggregate number of Shares owned by such
Investor or the aggregate number of Management Shares owned by such Management
Stockholder, as the case may be, relative to the aggregate number of Shares and
Management Shares owned by all Investors and Management Stockholders) of the
number of Shares and Management Shares eligible to be included in the proposed
Transfer.  Such additional Shares and
Management Shares which any such Non-Selling Investor(s) or Management
Stockholder(s) proposes to sell shall not be included in the calculation of
Eligible Shares of such Non-Selling Investor or Management Stockholder.  To the extent that the total number of Shares
and Management Shares proposed to be sold by the Tag-Along Seller and the
number of Eligible Shares proposed to be Transferred by all of the Non-Selling
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
Non-Selling Investor and Management Stockholder propose to Transfer will be
reduced pro rata based upon the relative number of Shares and Management Shares
that the Tag-Along Seller and each such Non-Selling Investor and Management
Stockholder had proposed to Transfer.


(c)                            Exercise.  At the closing of the Transfer to any
Tag-Along Transferee pursuant to this Section 4, the delivery of stock
certificates shall be made on such date by the Tag-Along Seller and such
Non-Selling Investors and Management Stockholders exercising Tag-Along Rights,
against payment of the purchase price for such Shares and Management Shares,
duly endorsed for Transfer or with duly executed stock powers or similar
instruments, or such other instrument of Transfer of such Shares and Management
Shares as may be reasonably requested by the Tag-Along Transferee and the
Company, with all stock transfer taxes paid and stamps affixed.  The consummation of such proposed Transfer
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 Non-Selling Investor or Management Stockholder participating therein
in connection with such Non-Selling Investor’s or Management Stockholder’s Transfer
of Shares or Management Shares.  Each
Non-Selling Investor and 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.  To the extent that the
Parties (or any successors thereto) are to provide any indemnification or
otherwise assume any other post-closing liabilities, the Tag-Along Seller and
all Non-Selling Investors and Management Stockholders exercising Tag-Along
Rights shall do so severally and not jointly (and on a pro rata basis in
accordance with the Shares being Transferred by each), and their respective
potential liability thereunder shall not exceed the proceeds received.  Furthermore, each Investor 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 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 Investor) and their respective
potential liability thereunder shall not exceed the proceeds received; provided,
that in connection with such transaction no Investor or Management Stockholder
shall be required to



 11
 









enter into any non-competition
agreement.  If any Governmental Approval
is required in connection with any such Transfer of Shares and such
Governmental Approval has not been completed or obtained on or prior to the
date scheduled for closing, the closing of Transfer of Shares and Management
Shares shall take place on the third Business Day after such Governmental
Approval has been completed or obtained. 
Each participating Investor 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 Transfer (as specified in the Transfer Notice) as a condition to the
exercise of such holder’s rights to Transfer Shares under this Section 4.


(d)                           Certain Restrictions.  Notwithstanding the foregoing, no Tag-Along
Rights of any Investor or Management Stockholder shall apply hereunder with
respect to any Transfers pursuant to (i) any Permitted Transfer within the
meaning of clauses (ii), (iii), (iv) or (v) of the definition of Permitted
Transfer, (ii) any Transfer pursuant to a Public Sale, (iii) any Exit Sale
pursuant to Section 3 or (iv) in the case of Management Stockholders, pursuant
to Transfers in which the Management Stockholders do not have tag along rights
pursuant to Section 4 of the Management Stockholders Agreement.


(e)                            Time Limitation.  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 Transfer, the Transfer Notice
shall be null and void, and it shall be necessary for a separate Transfer Notice
to be delivered, and the terms and provisions of this Section 4 separately
complied with, in order to consummate such 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 that the failure to complete the
proposed Transfer has resulted from the failure to obtain the necessary
Governmental Approvals with respect to the Transfers.


(f)                              Investor Expenses.  The Company will pay the reasonable fees and
expenses of legal counsel (and such local counsel as may be appropriate) for
the Spectrum Investors, collectively, until such time as the Spectrum Investors collectively cease to hold Investor
Shares representing at least 25% of the Initial Investor Shares held by the
Spectrum Investors (as may be adjusted for stock splits, stock dividends,
recapitalizations, pro-rata selldowns or similar events), and legal
counsel (and such local counsel as may be appropriate) for each of the
Principal Investors, in connection with any transaction that is the subject of
this Section 4.


SECTION 5.                            PARTICIPATION RIGHTS


(a)                            Participation Rights.  Except as otherwise provided in Section 5(k),
on or prior to the IPO Date, the Company shall not, and shall not permit any
Subsidiary (the Company and each Subsidiary, as “Issuer”) to, issue or
sell any Shares, shares of stock or other securities (including debt securities
or other evidences of indebtedness) which are directly or indirectly
convertible into or exchangeable or exercisable for any shares of stock or
other equity securities, in each case, to any Person or Persons, including by
means of a public offering (each an “Issuance” of “Subject Securities”),
except in compliance with this provisions of this Section 5.



 12
 









(b)                           Offer.  At least ten (10) Business Days prior to the
consummation of an Issuance, a notice (the “Participation Notice”) shall
be delivered by the Issuer and received by each Investor (the “Participating
Offerees”).  The Participation Notice
shall include:


(i)                                     the principal terms and conditions of the
proposed Issuance, including (A) the amount, type and terms of the Subject
Securities to be included in the Issuance, (B) the number of Equivalent Shares
represented by such Subject Securities, if applicable, (C) each Participating
Offeree’s pro rata share of such Subject Securities based on such Participating
Offeree’s Percentage Interest in the Company (the “Participation Portion”),
(D) the price (including, if applicable, the maximum and minimum price per
Equivalent Share) per unit of the Subject Securities, including a description
of any non-cash consideration that is sufficiently detailed to permit valuation
thereof, (E) the proposed manner of disposition, (F) the name and address of
the Person to whom the Subject Securities will be issued (the “Prospective
Subscriber”) and (G) if known, the proposed Issuance date; and


(ii)                                  an offer by the Issuer to issue, at the
option of each Participating Offeree, to such Participating Offeree such
portion of the Subject Securities to be included in the Issuance as may be
requested by such Participating Offeree (not to exceed such Participating
Offeree’s Participation Portion), on the same terms and conditions as each unit
of Subject Securities issued to Prospective Subscribers.


(c)                            Exercise.  Each Participating Offeree desiring to accept
the offer contained in the Participation Notice shall accept such offer by
delivering a written notice of such acceptance to the Issuer within ten (10)
Business Days after the receipt of the Participation Notice specifying the
amount of Subject Securities (not to exceed such Participating Offeree’s
Participation Portion) which such Participation Offeree desires to be issued
(each a “Participating Buyer”). 
Each Participation Offeree who does not accept such offer in compliance
with the above requirements, including the applicable time periods, shall be
deemed to have waived all of such Investor’s rights to participate in such
Issuance, and the Issuer shall thereafter be free to issue Subject Securities
in such Issuance to the Prospective Subscriber and any Participating Buyers, at
a price no less than the minimum price set forth in the Participation Notice
and on other principal terms in the aggregate not substantially more favorable
to the Prospective Subscriber than those set forth in the Participation Notice,
without any further obligation to such non-accepting Participating Offerees
pursuant to this Section 5.  If,
prior to consummation, the terms and conditions of such proposed Issuance as
set forth in the Participation Notice shall change with the result that the
price shall be less than the minimum price set forth in the Participation
Notice or the other principal terms shall be substantially more favorable to
the Prospective Subscriber than those set forth in the Participation Notice, it
shall be necessary for the Issuer to give written notice (an “Amended
Participation Notice”) in order to consummate such Issuance; provided,
however, that if an Amended Participation Notice is issued, each
Participating Buyer shall have an additional five (5) Business Days to exercise
its right of participation as provided in this Section 5.


(d)                           Irrevocable Acceptance.  The acceptance of each Participating Buyer
shall be irrevocable except as hereinafter provided, and each such
Participating Buyer shall be bound and obligated to acquire in the Issuance on
the same terms and conditions, with respect to each unit of



 13
 









Subject Securities issued, as
the Prospective Subscriber, such amount of Subject Securities as such
Participating Buyer shall have specified in such Participating Buyer’s written
commitment.


(e)                            Time Limitation.  If at the end of the 90th day after the receipt of the Participation
Notice the Issuer has not completed the Issuance, the Participation Notice
shall be null and void, and it shall be necessary for a separate Participation
Notice to be delivered, and the terms and provisions of this Section 5
separately complied with, in order to consummate such Issuance pursuant to this
Section 5.


(f)                              Other Securities.  The Issuer may condition the participation of
the Participating Offerees in an Issuance upon the purchase by such
Participating Offerees of any securities (including debt securities) other than
Subject Securities (“Other Securities”) in the event that the
participation of the Prospective Subscriber(s) in such Issuance is so
conditioned.  In such case, each
Participating Buyer shall acquire in the Issuance, together with the Subject
Securities to be acquired by it, Other Securities in the same proportion to the
Subject Securities to be acquired by it as the proportion of Other Securities
to Subject Securities being acquired by the Prospective Subscriber(s) in the
Issuance, on the same terms and conditions as each unit of Subject Securities
and Other Securities being issued to the Prospective Subscriber(s).


(g)                           Certain Legal Requirements.  In the event that the participation in the
Issuance by a Participation Offeree as a Participating Buyer would require
under applicable law (i) the registration or qualification of such Subject
Securities or of any Person as a broker or dealer or agent with respect to such
Subject Securities where such registration or qualification is not otherwise
required for the Issuance or (ii) the provision to any participant in the
Issuance of any specified information regarding the Company or any of its
Subsidiaries or the Subject Securities that is not otherwise required to be
provided for the Issuance, such Participation Offeree shall not have the right
to participate in the Issuance.  Without
limiting the generality of the foregoing, it is understood and agreed that the
Issuer shall not be under any obligation to effect a registration of such
Subject Securities under the Securities Act or similar state statutes.


(h)                           Further Assurances.  Each Participating Buyer shall take or cause
to be taken all such reasonable actions as may be necessary or reasonably
desirable in order to expeditiously consummate each Issuance pursuant to this
Section 5 and any related transactions, including executing, acknowledging
and delivering consents, assignments, waivers and other documents or
instruments; filing applications, reports, returns and other documents or instruments
with governmental authorities; and otherwise cooperating with the Issuer and
the Prospective Subscriber.  Without
limiting the generality of the foregoing, each such Participating Buyer agrees
to execute and deliver such subscription and other agreements specified by the
Issuer to which the Prospective Subscriber will be party.


(i)                               Expenses.  All costs and expenses incurred by the Issuer
in connection with any proposed Issuance of Subject Securities (whether or not
consummated), including all attorneys’ fees and charges, all accounting fees
and charges and all finders, brokerage or investment banking fees, charges or
commissions, shall be paid by the Company. 
Each Participating Buyer may retain, and the Company will pay the
reasonable fees and expenses of, legal counsel (and such local counsel as may
be appropriate) in connection with such proposed Issuance of Subject Securities
(whether or not consummated).  Any other
costs and expenses incurred by or on behalf



 14
 









of any Participating Buyer in
connection with such proposed Issuance of Subject Securities (whether or not
consummated) shall be borne by such Participating Buyer.


(j)                               Closing.  The closing of an Issuance pursuant to this
Section 5 shall take place (i) on the proposed date of Issuance, if any, set
forth in the Participation Notice (provided that consummation of any Issuance
may be extended beyond such date to the extent necessary to obtain any
applicable governmental approval or other required approval or to satisfy other
conditions), (ii) if no proposed Issuance date was required to be specified in
the Participation Notice, at such time as the Issuer shall specify by notice to
each Participating Buyer, provided that such closing with respect to a
Participating Buyer shall not (without the consent of such Participating Buyer)
be prior to the date that is ten (10) Business Days after the Company issues
the applicable Participation Notice and (iii) at such place as the Issuer shall
specify by notice to each Participating Buyer. 
At the closing of any Issuance under this Section 5, each
Participating Buyer shall be delivered the notes, certificates or other
instruments evidencing the Subject Securities (and, if applicable, Other
Securities) to be issued to such Participating Buyer, registered in the name of
such Participating Buyer or any designated nominee, free and clear of any liens
or encumbrances, with any transfer tax stamps affixed, against delivery by such
Participating Buyer of the applicable consideration.


(k)                            Excluded Transactions.  The provisions of this Section 5 shall
not apply to Issuances by the Company as follows:


(i)                                     any Issuance of Stock upon the exchange,
exercise or conversion of any Options, Warrants or Convertible Securities
outstanding at the Effective Time or issued after the Effective Time in
compliance with the provisions of this Section 5;


(ii)                                  any Issuance of Stock at the Effective Time
in connection with the consummation of the transactions contemplated by the
Merger Agreement;


(iii)                               any Issuance of Stock, Options, Warrants or Convertible Securities to
officers, employees, directors or consultants of the Company or its
Subsidiaries pursuant to any Board approved plan or other arrangement validly
adopted by the Board;


(iv)                              any Issuance of Stock pursuant to an Initial Public Offering;


(v)                                 any Issuance to the extent approved by the
Requisite Stockholder Majority (a) to stockholders and management of a
target entity in connection with any business combination or acquisition
transaction involving the Company or any of its Subsidiaries or (b) in
connection with any joint venture or strategic partnership;


(vi)                              any Issuance of shares of Stock in connection with any stock split,
stock dividend or similar recapitalization approved by the Requisite
Stockholder Majority;


(vii)                           any Issuance in exchange for debt securities; or


(viii)                        any Issuance by a Subsidiary to the Company or a wholly-owned
Subsidiary of the Company.



 15
 









SECTION 6.                            REGISTRATION RIGHTS


(a)                            Demand Registrations.


(i)                                     Right to Demand
Registration.  Subject to the terms
of any holdback agreement as provided in Section 6(c) and the limitations
provided in this Section 6(a)(i) and Section 6(a)(ii), the Investors shall each
have the right at any time following the IPO Date to make a written request of
the Company for registration (including a Shelf Registration) with the
Securities and Exchange Commission (the “Commission”), under and in
accordance with the provisions of the Securities Act, of all or part of the
Registrable Stock beneficially owned and held of record by such Investor (each
a “Demand Registration” and such Investor, the “Demanding Investor”);
provided, that during the first two years following the IPO Date, the
consent of at least two of the Principal Investors shall be required prior to
any Investor exercising a Demand Registration (it being understood that if the
Demanding Investor is a Principal Investor the consent of only one additional
Principal Investor shall be required to exercise a Demand Registration); and provided,
further, that the Company may defer such Demand Registration for a
single period not to exceed 90 days during any one year period if the Board
determines in the exercise of its reasonable judgment that to effect such
Demand Registration at such time would have a material adverse effect on the Company,
including interfering with any pending or potential acquisition, disposition or
securities offering of the Company. 
Within ten (10) days after receipt of the request for a Demand
Registration in accordance with this Section 6(a)(i) and Section 6(a)(ii), the
Company will send written notice (the “Demand Notice”) of such
registration request and its intention to comply therewith to all of the
Investors and, subject to Section 6(a)(iii) below, the Company will include in
such registration all the Registrable Stock with respect to which the Company
has received written requests from any Investor for inclusion therein within
twenty (20) Business Days after the date such Demand Notice is received.  All requests made pursuant to this Section
6(a)(i) will specify the aggregate quantity of Registrable Stock requested to
be registered and will also specify the intended methods of disposition
thereof.  Upon receipt of a Demand
Notice, the Company shall use its commercially reasonable efforts to effect
registration of the Registrable Stock to be registered in accordance with the
intended method of distribution specified in writing by the Demanding Investor
as soon as practicable and to maintain the effectiveness of such registration
until the first to occur of (A) the completion of such distribution or (B)
ninety (90) days (one-hundred eighty (180) days in the case of a Shelf
Registration); provided, however, that if the Company becomes and
is at the time of its receipt of a Demand Notice a “well-known seasoned issuer”
(as defined in Rule 405 promulgated under the Securities Act) and is eligible
to file an “automatic shelf registration statement” (as defined in Rule 405
promulgated under the Securities Act), the Company shall cause any Shelf
Registration pursuant to this Section 6 to be effected pursuant to an “automatic
shelf registration statement” (as defined in Rule 405 promulgated under the
Securities Act).  If available to the
Company, the Company will effect such registration on Form S-3 or any
equivalent or successor form under the Securities Act in which event it shall
use its commercially reasonable efforts to maintain the effectiveness of such
registration for a period of one-hundred eighty (180) days.



 16















(ii)                                  Number of Demand Registrations. 
Notwithstanding the foregoing Section 6(a)(i) and subject to the
restrictions therein and herein, (A) each of the Principal Investors and the
Spectrum Investors shall have the right to an unlimited number of Demand Registrations
of their respective Registrable Stock on Form S-3 or any equivalent or
successor form under the Securities Act, but no more than two such Demand
Registrations shall be effected within any 12 month period, and the right to no
more than two Demand Registrations of their respective Registrable Stock on
Form S-1 or any equivalent or successor form under the Securities Act and (B)
the Investors that are not Principal Investors or Spectrum Investors, as a
group, shall have the right to no more than one Demand Registration, which
Demand Registration shall be on Form S-3 or any equivalent or successor form
under the Securities Act (the “Coinvestor Demand”), and shall have no
right to a Demand Registration on Form S-1 or any equivalent or successor form
under the Securities Act; provided, however, the Company need not
effect a Demand Registration on behalf of any such Investors that are not
Principal Investors or Spectrum Investors unless such Investors that are not
Principal Investors or Spectrum Investors are requesting a Demand Registration
with respect to Registrable Stock with an aggregate price to the public of at
least $200 million. The Company shall not be required to cause a registration
pursuant to Section 6(a)(i) to be declared effective within a period of 90
days after the date any other Company registration statement was declared
effective pursuant to a Demand Registration request or a filing for the Company’s
own behalf.  A Demand Registration may be
withdrawn prior to the filing of the registration statement with respect to
such Demand Registration by the Investor that made such Demand Registration
request and a registration statement may be withdrawn prior to the
effectiveness thereof by the holders of a majority of the Registrable Stock
included therein, and, in either such event, such withdrawal shall not be
treated as a Demand Registration for purposes of this Section 6(a)(ii).  Investors owning a majority of Registrable
Stock with respect to a Coinvestor Demand shall have the right to control all
decisions regarding such Coinvestor Demand (including whether to effectuate or
terminate such Coinvestor Demand).


(iii)                               Priority on Demand Registrations.  If in any Demand Registration the
managing underwriter or underwriters thereof if such registration is
underwritten, advise the Company in writing that in its or their reasonable
opinion the number of securities proposed to be sold in such Demand
Registration exceeds the number that can be sold in such offering without
having a material adverse effect on the success of the offering, including an
impact on the selling price and other terms of such offering (an “Underwriter
Cutback”), 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 Investors, including the
Demanding Investor(s) (pro rata among all such Investors on the basis of the relative
percentage of Registrable Stock then held by all Investors who have requested
that securities owned by them be so included), propose to sell; second, the
securities of any additional holders of the Company’s securities eligible to
participate in such offering, pro rata among all such Persons on the basis of
the relative percentage of such securities then held by each of them; and
third, the securities proposed to be sold by the Company in such offering, if
any.  For purposes



 17
 









of any Underwriter Cutback pursuant to this Section 6(a)(iii), all
Registrable Stock proposed to be sold by any Investor shall also include any
Registrable Stock proposed to be sold by the partners, retired partners,
shareholders or Affiliates of such Investor, or the estates and family members
of any such Investor or such partners or retired partners, any trusts for the
benefit of any of the foregoing Persons and, at the election of such Investor
or such partners, retired partners, trusts or Affiliates, any Charitable
Organization to which any of the foregoing shall have contributed Registrable
Stock prior to the execution of the underwriting agreement in connection with
such Demand Registration, and such Investor and other Persons shall be deemed
to be a single selling Investor, and any pro rata reduction with respect to
such Investor shall be based upon the aggregate amount of Registrable Stock
proposed to be sold by all entities and individuals included in such selling
Investor, as defined in this sentence. 
In the event that there has been no Underwriter Cutback and the managing
underwriter or Demanding Investor determines that additional securities of the
Company may be sold in any Demand Registration without having a material
adverse effect on the success of the offering, the Company may include such
securities to be issued and sold by the Company or comparable securities held
by Persons other than the Parties.


(iv)                              Selection of Underwriters.  Except with respect to any Initial
Public Offering, in which case the managing underwriter or underwriters shall
be chosen by the Requisite Stockholder Majority, if a Demand Registration is to
be an underwritten offering, the holders of a majority of the Registrable Stock
to be included in such Demand Registration will select a managing underwriter
or underwriters.


(b)                           Piggyback Registrations.
If the Company at any time proposes to register under the Securities Act any
Stock or any security convertible into or exchangeable or exercisable for
Stock, whether or not for sale for its own account and other than pursuant to a
Demand Registration (it being understood that an Investor may include its
Registrable Stock in a registration effected pursuant to a Demand Registration
in accordance with Section 6(a)), on a form and in a manner which would permit
registration of the Registrable Stock held by an Investor for sale to the
public under the Securities Act, the Company shall give written notice of the
proposed registration to each Investor not later than thirty (30) days prior to
the filing thereof.  Each Investor shall
have the right to request that all or any part of its Registrable Stock be
included in such registration.  Each
Investor 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 there is an Underwriter
Cutback, 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 Registrable Stock of such Investors, pro rata among all such
Investors on the basis of the relative percentage of Registrable Stock then
held by all Investors who have requested that Registrable Stock owned by them
be so included (it being further agreed and understood, however, that such
underwriters shall have the right to eliminate entirely the participation of
the Investors); and third, the comparable securities of any additional holders
of the Company’s securities (including any such securities held by current or
former officers or employees of or consultants to the Company), pro rata among
all such holders



 18
 









on the basis of the relative
percentage of such securities then held by all such holders who have requested
that securities owned by them be so included. 
For purposes of any Underwriter Cutback pursuant to this Section 6(b),
all Registrable Stock proposed to be sold by any Investor shall also include
any Registrable Stock proposed to be sold by the partners, retired partners,
shareholders or Affiliates of such Investor, or the estates and family members
of any such Investor or such partners or retired partners, any trusts for the
benefit of any of the foregoing Persons and, at the election of such Investor
or such partners, retired partners, trusts or Affiliates, any Charitable
Organization to which any of the foregoing shall have contributed Registrable
Stock prior to the execution of the underwriting agreement in connection with
such underwritten registration, and such Investor and other Persons shall be
deemed to be a single selling Investor, and any pro rata reduction with respect
to such Investor shall be based upon the aggregate amount of securities
proposed to be sold by all entities and individuals included in such selling
Investor, as defined in this sentence. 
Registrable Stock proposed to be registered and sold pursuant to an
underwritten offering for the account of any Investor shall be sold to the
prospective underwriters, on the terms and subject to the conditions of one or
more underwriting agreements negotiated between the holders of Registrable
Stock to which such Registration Statement relates, the Company and the
prospective underwriters. Any Investor who holds Registrable Stock being
registered in any offering shall have the right to receive a copy of the form of
underwriting agreement and shall have an opportunity to hold discussions with
the lead underwriter of the terms of such underwriting agreement. 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 Investor.


(c)                            Holdback Agreements.  Notwithstanding any other provision of this
Section 6, each Investor agrees that (if so required by the underwriters
in an underwritten offering and provided that such condition is applicable
equally to all Investors) it will not (and it shall be a condition to the
rights of each Investor under this Section 6 that such Investor does not)
offer for Public Sale any Stock during (i) a period not to exceed one-hundred
eighty (180) days after the effective date of any Registration Statement filed
by the Company in connection with an underwritten Initial Public Offering
(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 Stock 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 Investor shall object to shortening such period if the underwriter
agrees that shortening such period would not materially and adversely affect
the success of the offering; and provided  further, that no
Investor shall be released from such restrictions as provided in this
Section 6(c) unless all Investors are similarly so released pro rata based
upon the relative number of Shares owned at such time.


(d)                           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 Investors 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 Investors incurring the same:  (i) the costs and
expenses of counsel to such Investor to the extent such Investor retains counsel
(except the costs of one legal counsel for all Investors to the extent



 19
 









retained, which shall be borne
by the Company); (ii) discounts, commissions, fees or similar compensation
owing to underwriters, selling brokers, dealer managers or other industry
professionals, to the extent relating to the distribution or sale of such
Investor’s securities; and (iii) transfer taxes with respect to the securities
sold by such Investor.


(e)                            Registration Procedures.  In connection with any registration of
Registrable Stock under the Securities Act pursuant to this Agreement, the
Company will consult with each Investor whose equity interest is to be included
in any such registration concerning the form of underwriting agreement, shall
provide to such Investor the form of underwriting agreement prior to the
Company’s execution thereof and shall provide to such Investor and its
representatives such other documents (including comments by the Commission on
the Registration Statement) as such Investor shall reasonably request in connection
with its participation in such registration. The Company will furnish each
Investor whose Registrable Stock are registered thereunder and each
underwriter, if any, with a copy of the Registration Statement and all
amendments thereto and will supply each such Investor and each underwriter, if
any, with copies of any prospectus included therein (including a preliminary
prospectus and all amendments and supplements thereto), in such quantities as
may be reasonably necessary for the purposes of the proposed sale or
distribution covered by such registration. 
The Company shall not, however, be required to maintain the Registration
Statement effective or to supply copies of a prospectus for a period beyond
ninety (90) days after the effective date of such Registration Statement
(one-hundred eighty (180) days in the case of a Shelf Registration), or such
longer period as is otherwise set forth herein or agreed to by the Company,
and, at the end of such period, the Company may deregister any securities
covered by such Registration Statement and not then sold or distributed. In the
event that the Company prepares and files with the Commission a registration
statement on any appropriate form under the Securities Act (a “Registration
Statement”) providing for the sale of Registrable Stock held by any
Investor pursuant to its obligations under this Section 6, the Company
will:


(i)                                     upon filing a Registration Statement or any
prospectus related thereto (a “Prospectus”) or any amendments or supplements thereto, furnish to the Investors
whose Registrable Stock is covered by such Registration Statement and the
underwriters, if any, copies of all such documents;


(ii)                                  prepare and file with the Commission such
amendments and post-effective amendments to the Registration Statement as may
be necessary to keep such Registration Statement effective for the ninety (90)
day period (one-hundred eighty (180) days in the case of a Shelf Registration)
referenced in Section 6(e); cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented, to
be filed pursuant to Rule 424 under the Securities Act; and, comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period
in accordance with the intended methods of disposition by the sellers thereof
set forth in such Registration Statement or supplement to such Prospectus;


(iii)                               promptly notify the Investors and the managing underwriters, if any, and
(if requested by any such Person or entity) confirm such advice in writing, (A)
when a Prospectus or any Prospectus supplement or post-effective amendment has
been filed, and, with respect to a Registration Statement or any post-effective
amendment, when the



 20
 









same has become effective, (B) of any request by the Commission or any
state securities commission for amendments or supplements to a Registration
Statement or related Prospectus or for additional information, (C) of the
issuance by the Commission or any state securities commission of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (D) of the receipt by the Company of any
notification with respect to the suspension of the qualification of any of the
Registrable Stock for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose, and (E) of the existence of any fact
which results in a Registration Statement, a Prospectus or any document incorporated
therein by reference containing an untrue statement of a material fact or
omitting to state a material fact required to be stated therein or necessary to
make the statements therein not misleading;


(iv)                              use its commercially reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement;


(v)                                 if requested by the managing underwriters or
an Investor, promptly incorporate in a Prospectus supplement or post-effective
amendment such information as the managing underwriters or the Investors
holding a majority of the Registrable Stock being sold by Investors agree
should be included therein relating to the sale of such Registrable Stock,
including information with respect to the amount of Registrable Stock being
sold to such underwriters, the purchase price being paid therefor by such
underwriters and with respect to any other terms of the underwritten (or best
efforts underwritten) offering of the Registrable Stock to be sold in such
offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as notified of the matters to be incorporated
in such Prospectus supplement or post-effective amendment;


(vi)                              furnish to such Investor and each managing underwriter at least one
signed copy of the Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits (including those
incorporated by reference);


(vii)                           deliver to such Investors and the underwriters, if any, as many copies
of the Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Persons or entities may reasonably request;


(viii)                        prior to any Public Sale of Registrable Stock, register or qualify or
cause to be registered or qualified such Registrable Stock for offer and sale
under the securities or blue sky laws of such jurisdictions within the United
States as any Investor or underwriter reasonably requests in writing and do any
and all other acts or things necessary or advisable to enable the disposition
in such jurisdictions of the Registrable Stock covered by the applicable
Registration Statement; provided, however, that the Company will
not be required to qualify generally to do business in any jurisdiction where
it is not then so qualified or to take any action which would subject it to
general service of process or taxation in any such jurisdiction where it is not
then so subject;



 21
 









(ix)                                cooperate with the Investors and the managing underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing
Registrable Stock to be sold pursuant to such Registration Statement and not
bearing any restrictive legends, and enable such Registrable Stock to be in
such denominations and registered in such names as the managing underwriters
may request at least two (2) Business Days prior to any sale of Registrable
Stock to the underwriters;


(x)                                   if any fact described in clause (iii)(E)
above exists, prepare a supplement or post-effective amendment to the
applicable Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Stock being sold
thereunder, such Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein not misleading;


(xi)                                cause all Registrable Stock covered by the Registration Statement to be
listed on each securities exchange on which similar securities issued by the
Company are then listed;


(xii)                             provide and cause to be maintained a transfer agent and registrar for
all such Registrable Stock covered by such registration statement not later
than the effective date of such registration statement;


(xiii)                          obtain an opinion from the Company’s counsel and a “cold comfort”
letter from the Company’s independent auditors in customary form and covering
such matters as are customarily covered by such opinions and “cold comfort”
letters delivered to underwriters in underwritten public offerings, which
opinion and letter shall be reasonably satisfactory to the underwriter, if any,
and to the Investors owning a majority in interest of the Registrable Stock
being registered in such offering, and furnish to each Investor participating
in the offering and to each underwriter, if any, a copy of such opinion and
letter addressed to such Investor or underwriter;


(xiv)                         deliver promptly to each Investor participating in the offering and
each underwriter, if any, copies of all correspondence between the Commission
and the Company, its counsel or auditors and all memoranda relating to
discussions with the Commission or its staff with respect to the Registration
Statement, other than those portions of any such correspondence and memoranda
which contain information subject to attorney-client privilege with respect to
the Company, and, upon receipt of such confidentiality agreements as the
Company may reasonably request, make reasonably available for inspection by any
seller of such Registrable Stock covered by such Registration Statement, by any
underwriter, if any, participating in any disposition to be effected pursuant
to such registration statement and by any attorney, accountant or other agent
retained by any such seller or any such underwriter, all pertinent financial
and other records, pertinent corporate documents and properties of the Company,
and cause all of the Company’s officers, directors and employees to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such Registration Statement;



 22
 









(xv)                            provide a CUSIP number for all Registrable Stock included in such
Registration Statement, not later than the effective date of the applicable
Registration Statement;


(xvi)                         enter into such agreements (including an underwriting agreement in form
reasonably satisfactory to the Company) and take all such other reasonable actions
in connection therewith in order to expedite or facilitate the disposition of
such Registrable Stock, and to the extent required by the underwriter,
participate in a road show arranged by the underwriter with investors;


(xvii)                      make available for inspection by a representative of the Investors the
Registrable Stock being sold pursuant to such Registration Statement, any
underwriter participating in any disposition pursuant to a Registration
Statement, and any attorney or accountant retained by such Investors or
underwriter, all financial and other records, any pertinent corporate documents
and properties of the Company reasonably requested by such representative,
underwriter, attorney or accountant in connection with such Registration
Statement; provided, however, that any records, information or
documents that are designated by the Company in writing as confidential shall
be kept confidential by such Persons or entities unless disclosure of such
records, information or documents is required by court or administrative order;


(xviii)                   otherwise use its commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission and relevant state
securities commissions, and make generally available to the Investors earning
statements satisfying the provisions of Section 12(a) of the Securities
Act no later than forty-five (45) days after the end of any 12-month period (or
one-hundred twenty (120) days, if such period is a fiscal year) commencing at
the end of any fiscal quarter in which Registrable Stock of such Investor is
sold to underwriters in an underwritten offering, or, if not sold to
underwriters in such an offering, beginning with the first month of the Company’s
first fiscal quarter commencing after the effective date of a Registration
Statement, which statements shall cover said 12-month periods; and


(xix)                           take all such other commercially reasonable actions as are necessary or
advisable in order to expedite or facilitate the disposition of such
Registrable Stock, including using commercially reasonable efforts to cause
appropriate officers and employees to be available, on a customary basis and
upon reasonable notice, to meet with prospective investors in presentations,
meetings, road shows and due diligence sessions.


(f)                              Conditions to Investor
Rights; Indemnification by Investor. 
It shall be a condition to each Investor’s rights hereunder to have
Registrable Stock owned by it registered that:


(i)                                     such Investor shall cooperate with the
Company in all reasonable respects by supplying information and executing
documents relating to such Investor or the securities of the Company owned by
such Investor in connection with such registration which are reasonably
requested by the Company;



 23
 









(ii)                                  such Investor shall enter into such undertakings
and take such other action relating to the conduct of the proposed offering
which the Company or the underwriters may reasonably request as being necessary
to ensure compliance with federal and state securities laws and the rules or
other requirements of the NASD or otherwise to effectuate the offering; and


(iii)                               such Investor shall execute and deliver an agreement to indemnify and
hold harmless the Company and each underwriter (as defined in the Securities
Act), and each Person or entity, if any, who controls such underwriter within
the meaning of the Securities Act, against such losses, claims, damages or
liabilities (including reimbursement for legal and other expenses) to which
such underwriter or controlling Person or entity may become subject under the
Securities Act or otherwise, in such manner as is customary for registrations
of the type then proposed and, in any event, comparable in scope to indemnities
given by the Company in connection with such registration, but only with
respect to information furnished by such Investor in writing and specifically
for use in the Registration Statement or Prospectus in connection with such
registration and with respect to such Investor’s failure to deliver
Prospectuses as required under the Securities Act.


(g)                           Indemnification and
Contribution.


(i)                                     In the event of any registration under the
Securities Act of any Registrable Stock of Investors pursuant to this
Section 6, the Company hereby covenants and agrees to indemnify and hold
harmless each Investor and their respective partners, directors, officers,
employees, managers, agents and control persons (within the meaning of
Section 15 of the Securities Act) disposing of such Registrable Stock
(collectively, “Indemnified Persons”) from and against any losses,
claims, damages or liabilities, including reimbursement for legal and other
expenses to which such Indemnified Person may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in a Registration
Statement or prospectus contained therein (in the case of any prospectus or
preliminary prospectus, in light of the circumstances under which they were
made) or in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration, or arise out of, or are based
upon, the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading (in the case of any prospectus or preliminary prospectus, in light
of the circumstances under which they were made), and shall reimburse, as
incurred, the Indemnified Persons for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however,
that (i) the Company shall not be liable in any such case to the extent that
such loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Investor and



 24
 









furnished to the Company by or on behalf of such Investor specifically
for inclusion therein and (ii) with respect to any untrue statement or omission
or alleged untrue statement or omission made in any preliminary prospectus
relating to a Shelf Registration Statement, the indemnity agreement contained
in this Section 6(g)(i) shall not inure to the benefit of any Investor from
whom the person asserting any such losses, claims, damages or liabilities
purchased the Registrable Stock concerned, to the extent that a prospectus
relating to such Registrable Stock was required to be delivered by such
Investor or underwriter under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Investor results
from the fact that there was not sent or given to such Person, at or prior to
the written confirmation of the sale of such Registrable Stock to such Person,
a copy of the final prospectus if the Company had previously furnished a copy
thereof to such Investor; provided, further, however, that
this indemnity agreement will be in addition to any liability which the Company
may otherwise have to such Indemnified Person. The Company shall also indemnify
underwriters in connection with a disposition of Registrable Stock by the
Investors, and such underwriters’ respective directors, officers and control
persons (within the meaning of Section 15 of the Securities Act) to the same
extent as provided above with respect to the indemnification of the such
Investors if requested by a majority of such Investors.


(ii)                                  In the event of any registration under the
Securities Act of any Registrable Stock of Investors pursuant to this
Section 6, each Investor, severally and not jointly, hereby covenants and
agrees to indemnify and hold harmless the Company and its directors, officers,
agents and control persons (within the meaning of Section 15 of the
Securities Act) from and against any losses, claims, damages or liabilities to
which the Company or any such controlling person may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Investor and furnished to the Company by
or on behalf of such Investor specifically for inclusion therein; and, subject
to the immediately preceding limitation, shall reimburse, as incurred, the
Company for any legal or other expenses reasonably incurred by the Company or
any such controlling person in connection with investigating or defending any
loss, claim, damage, liability or action in respect thereof.  This indemnity agreement will be in addition
to any liability which such Holder may otherwise have to the Company, its
directors, officers or any of its control persons (within the meaning of
Section 15 of the Securities Act).


(iii)                               Promptly after receipt by an indemnified party under this Section 6(g)
of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 6(g),
notify the indemnifying party of



 25
 









the commencement thereof; provided, that the failure to notify
the indemnifying party shall not relieve it from any liability that it may have
under subsection (i) or (ii) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the
failure to notify the indemnifying party shall not relieve it from any
liability that it may have to an indemnified party otherwise than under
subsection (i) or (ii) above.  In case
any such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof the indemnifying party will not be
liable to such indemnified party under this Section 6(g) for any legal or other
expenses, other than reasonable costs of investigation, subsequently incurred
by such indemnified party in connection with the defense thereof.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement (x) includes an unconditional release
of such indemnified party from all liability on any claims that are the subject
matter of such action, and (y) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.


(iv)                              The agreements contained
in this Section 6(g) shall survive the sale of the Registrable Stock pursuant
to a Registration Statement and shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of any indemnified party.


(v)                                 In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
this Section 6 is for any reason held to be unenforceable although applicable
in accordance with its terms in respect of any losses, liabilities, claims,
damages, judgments and expenses suffered by an indemnified party referred to
herein, each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, liabilities, claims, damages,
judgments and expenses in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and of the liable selling holders
(including, in each case, that of their respective officers, directors,
employees and agents) on the other in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages,
judgments or expenses, as well as any other relevant equitable
considerations.  The relative fault of
the Company on the one hand and of the liable selling holders (including, in
each case, that of their respective officers, directors, employees and agents)
on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company, on the one hand, or by or on behalf of the selling holders, on the
other, and the parties’ relative intent, knowledge, access to



 26
 









information and opportunity to correct or prevent such statement or
omission.  The amount paid or payable by
a party as a result of the losses, liabilities, claims, damages, judgments and
expenses referred to above shall be deemed to include, subject to the
limitations set forth in paragraph (vi) of this Section 6(g), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.


(vi)                              The Company and each holder of Registrable Stock agree that it would
not be just and equitable if contribution pursuant to this paragraph (vi) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in paragraph
(v) above.  Notwithstanding the
provisions of this paragraph (vi), in the case of distributions to the public,
an indemnifying holder shall not be required to contribute any amount in excess
of the amount by which (A) the total price at which the Registrable Stock sold
by such indemnifying holder and its Affiliated indemnifying holders and
distributed to the public were offered to the public exceeds (B) the amount of
any damages which such indemnifying holder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.


(h)                           Rule 144. The Company
covenants that it will use commercially reasonable efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act, and
the rules and regulations adopted by the Commission thereunder. Upon the
request of any Investor, the Company will deliver to such Investor a written
statement as to whether it has complied with such requirements.


(i)                               Termination of
Registration Rights.  Each Investor’s
entitlement to registration rights pursuant to this Section 6 shall expire
as to any share of Stock upon (A) such share of Stock ceasing to be subject to
this Agreement, (B) the sale of such share of Stock pursuant to an effective
registration statement, (C) the sale of such share of Stock pursuant to Rule
144, or (D) the date upon which such share of Stock has been Transferred and,
in connection therewith, an unlegended stock certificate for such share has
been issued and the sale of such share of Stock has been permitted absent
registration under the Securities Act.


(j)                               Delay of Registration.  Notwithstanding Section 13(c), no
Investor shall have any right to obtain or seek an injunction restraining or
otherwise delaying any such registration as the result of any controversy that
might arise with respect to the interpretation or implementation of this
Section 6.


SECTION 7.                            LEGEND ON CERTIFICATES


(a)                            Legends.  To the extent applicable, each certificate
representing Stock shall bear each of the following legends until such time as
the Stock represented thereby are no longer subject to the provisions hereof or
at such time as Rule 144 or any similar exemption under the



 27
 









Securities Act is available for
the sale of all such Investor’s shares during a three-month period without
registration, without reference to Rule 144(k) under the Securities Act:


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


(ii)                                  “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
STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 11,
2007, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND THE
STOCKHOLDERS PARTY THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY.”


(iii)                               Any legend required by the Blue Sky laws of any state to the extent
such laws are applicable to the shares represented by the certificate so
legended.


SECTION 8.                            DURATION OF AGREEMENT


This
Agreement shall terminate and be of no further force or effect, except with
respect to the provisions set forth in Sections 12 and 13, upon the earlier to
occur of (i) the unanimous agreement of the Principal Investors and
(ii) the date on which the JPMP Investors and the Apollo Investors no longer
satisfy the conditions necessary to designate at least one Class A-1 Director
(as defined in the Company Charter) and the Carlyle Investors, the Bain
Investors and the Spectrum Investors no longer satisfy the conditions necessary
to designate at least one Class L-1 Director (as defined in the Company
Charter) to the Company Board, in each case, pursuant to the Company Charter as
in effect at the Effective Time. 
Notwithstanding the foregoing and except as may be otherwise specified
herein, in the event that this Agreement is terminated pursuant to clause (ii)
of the preceding sentence, the provisions set forth in Sections 6, 7, 8, 11, 12
and 13 shall survive.


SECTION 9.                            INFORMATION RIGHTS


(a)                            Financial Statements and
Other Information.


(i)                                     The Company shall deliver to each Investor:


(A)                          as soon as is available and in any event
within thirty (30) days after the end of each month of each fiscal year of the
Company, consolidated balance



 28
 









sheets of the Company and any Subsidiary of the Company as of the end
of such period, and consolidated statements of income and cash flows of the
Company and any Subsidiary of the Company for the period then ended, prepared
in conformity with generally accepted accounting principles in the United
States applied on a consistent basis, except as otherwise noted therein, and
subject to the absence of footnotes and to year-end adjustments;


(B)                            as soon as is available and in any event
within forty-five (45) days after the end of each of the first three quarters
of each fiscal year of the Company, consolidated balance sheets of the Company
and any Subsidiary of the Company as of the end of such period, and
consolidated statements of income and cash flows of the Company and any
Subsidiary of the Company for the period then ended, prepared in conformity
with generally accepted accounting principles in the United States applied on a
consistent basis, except as otherwise noted therein, and subject to the absence
of footnotes and to year-end adjustments;


(C)                            as soon as is available and in any event
within ninety (90 )days after the end of each fiscal year of the Company, a
consolidated balance sheet of the Company and any Subsidiaries of the Company
as of the end of such year, and consolidated statements of income and cash
flows of the Company and any Subsidiary of the Company for the year ended
prepared in conformity with generally accepted accounting principles in the
United States applied on a consistent basis, except as otherwise noted therein,
together with an auditor’s report thereon of a firm of established national
reputation; and


(D)                           to the extent the Company is required by law
or pursuant to the terms of any outstanding indebtedness of the Company to
prepare such reports, any annual reports, quarterly reports and other periodic
reports pursuant to Section 13 or 15(d) of the Exchange Act, as amended,
actually prepared by the Company as soon as available.


(ii)                                  The Company shall inform each Principal
Investor in advance with respect to any significant corporate actions, including
extraordinary dividends or distributions, mergers, acquisitions or dispositions
of assets, issuances of significant amounts of debt or equity and material
amendments to its certificate of incorporation or bylaws.


(iii)                               From and after the date hereof, the Investors shall not and, in each
case, shall cause each of their respective Permitted Transferees and other
representatives not to, directly or indirectly, disclose, reveal, divulge or
communicate to any Person other than authorized representatives of the Company
or use or otherwise exploit for its own benefit or for the benefit of anyone
other than the Company, any confidential information obtained pursuant to this
Section 9 of or relating to the business conducted by the Company, unless
(i) compelled to disclose by judicial or administrative process or by other
requirements of law or governmental authorities or (ii) disclosed in an action
brought by a party hereto in pursuit of its rights or in the exercise of its
remedies hereunder; provided, however, that in the event
disclosure is required by applicable law, the Investors shall, to the extent
reasonably possible, provide the Company with prompt



 29
 









notice of such requirement prior to making any disclosure so that the
Company may seek an appropriate protective order.  For purposes of this Section 9(a)(iii), “confidential
information” does not include, and there shall be no obligation hereunder with
respect to, information that (i) is generally available to the public on the
date of this Agreement or (ii) becomes generally available to the public other
than as a result of a disclosure not otherwise permissible thereunder.


(b)                           Other Information.  The Company and any Subsidiary of the Company
shall provide to each Principal Investor, and as applicable create and/or
generate, any information as a Principal Investor may reasonably request,
including true and correct copies of all documents, reports, financial data and
other information.


SECTION 10.                     REGULATORY MATTERS


(a)                            Cooperation of Other
Stockholders.  Each Investor agrees
to cooperate with the Company in all reasonable respects in complying with the
terms and provisions of the letter agreement between the Company and the JPMP
Investors, a copy of which is attached hereto as Exhibit B, regarding
regulatory matters (the “ Regulatory Sideletter”), including voting 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).


(b)                           Covenant Not to Amend.  The Company and each Party agrees not to
amend or waive the voting or other provisions of the Company Charter, the Company’s
bylaws, this Agreement or any Agreement listed on Schedule 10(b) hereto 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.


(c)                            Exception.  Anything contained in this Section 10 to
the contrary notwithstanding, no Investor shall be required under this
Section 10 to take any action or abstain from taking any action that would
adversely affect such Investor’s investment in the Company or reasonable
expectations related to the transactions contemplated by such investment.


SECTION 11.                     EFFECTIVENESS OF AGREEMENT


This Agreement shall become
effective at the Effective Time.  Prior
to the Effective Time, this Agreement shall have no force or effect, and no
Investor shall have any rights, obligations or claims against or with respect
to the Company or any other Investor pursuant to this Agreement (it being
understood and agreed that prior to the Effective Time the Initial Stockholders
Agreement shall remain in full force and effect).


SECTION 12.                     DEFINITIONS


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



 30
 









“3% Owner” has the
meaning set forth in the definition of Independent Third Party below.


“Additional Remaining
Offered Shares” has the meaning set forth in Section 2(c).


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


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


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


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


“Amended Participation
Notice” had the meaning set forth in Section 5(c).


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


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


“Blockout Period” means
the period from the Effective Time until the fifth anniversary of the Effective
Time.



 31
 









“Board” means the board of directors of the Company.


“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.


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


“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.


“Coinvestor Demand”
has the meaning set forth in Section 6(a)(ii).


“Commission” has the meaning set forth in Section 6(a)(i).


“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 Charter”
means the amended and restated certificate of incorporation of the Company as
in effect as of the Effective Time.


“Company Election Notice”
has the meaning set forth in Section 2(a).


“Company Election Period”
has the meaning set forth in Section 2(a).


“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



 32















disposition
(other than by way of a transaction that would not be deemed a 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).


“Competitive Opportunity”
has the meaning set forth in Section 13(b).


“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.


“Demand Notice” has the meaning set forth in
Section 6(a)(i)


“Demand Registration” has the meaning set forth in
Section 6(a)(i)


“Demanding Investor” has the meaning set forth in
Section 6(a)(i)


“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.


“Electing Party” has
the meaning set forth in Section 2(e).


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


“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).



 33
 









“Fair Market Value” with respect to any non-cash consideration
shall be determined as follows:


(i)                                     if such non-cash consideration is a security
and is listed on one or more national securities exchanges (within the meaning
of the Exchange Act), the Fair Market Value shall be the average closing price
of such security for the twenty (20) most recent trading days prior to the
delivery of the Transfer Notice on the principal exchange on which such
security is then trading;


(ii)                                  if such non-cash consideration is a security
and is not traded on a national securities exchange but is quoted on NASDAQ or
a successor quotation system, the Fair Market Value shall be the average last
sales price for the twenty (20) most recent trading days prior to the delivery
of the Transfer Notice as reported by NASDAQ or such successor quotation
system; or


(iii)                               if such non-cash consideration is a security and is not publicly traded
on a national securities exchange and is not quoted on NASDAQ or a successor
quotation system, or if such non-cash consideration is not a security, the Fair
Market Value shall be determined in good faith by the Board.


“Fully Subscribed
Non-Selling Investor” has the meaning set forth in Section 2(c).


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


“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.


“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).


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


“Investor” or “Investors” means each of the JPMP
Investors, the Apollo Investors, the Other Marquee Investors, 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 this Agreement
in accordance with the terms of this Agreement.



 34
 









“Investor Election Notice”
has the meaning set forth in Section 2(b).


“Investor Election Period”
has the meaning set forth in Section 2(b).


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


“Issuance” has the
meaning set forth in Section 5(a).


“Issuer” has the meaning
set forth in Section 5(a).


“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 AMC/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.


“Litigation” has the
meaning set forth in Section 13(e).


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


“Management Stockholder”
has the meaning set forth in the recitals.


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


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


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


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


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



 35
 









“Non-Selling Investor”
has the meaning set forth in Section 2(b).


“Offered Shares” has the meaning set forth in
Section 1(b).


“Offeror” has the meaning set forth in Section 2(a).


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


“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.


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


“Other Securities”
has the meaning set forth in Section 5(f).


“Participating Buyer”
has the meaning set forth in Section 5(c).


“Participating Offerees”
has the meaning set forth in Section 5(b).


 “Participation Notice” has the meaning
set forth in Section 5(b).


“Participation Portion”
has the meaning set forth in Section 5(b)(i).


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


“Percentage Interest” means the number of shares of Stock owned
by an Investor, divided by the aggregate outstanding shares of Stock of the
Company owned by the Investors, expressed as a percentage.


“Permitted Transfer” means: 
(i) a Transfer approved by the Requisite Stockholder Majority, (ii) a
Transfer to an Affiliated Fund of such 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 Amended and Restated Regulatory
Sideletter; or (vi) a Transfer made pursuant to the registration rights as set
forth in Section 6; provided that such transferee, in the case of
clauses (i), (ii) and (v) above shall agree in writing with the Parties to be
bound by, and to comply with, all applicable provisions of and to be deemed to
be an Investor for purposes of this Agreement; 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 this Agreement other than
Sections 5 and 9.  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, and (B) a transferee of
Shares



 36
 









subsequent
to the IPO Date may, but shall not be required to (unless otherwise provided
above), 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.


“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 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.


“Prospective Subscriber”
has the meaning set forth in Section 5(b)(i).


“Prospectus” has the meaning set forth in Section 6(e)(i).


“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).


“Registrable Stock” means with respect to any Investor, all
Stock held by such Investor, including any Stock received, directly or
indirectly, with respect to or in exchange of, or substitution for or
conversion of such Stock, including by way of dividend or distribution,
recapitalization, merger, consolidation or other reorganization, other than
Stock (i) sold by an Investor in a transaction in which such Investor’s rights
under this Agreement are not assigned, (ii) sold pursuant to an effective
registration statement under the Securities Act or (iii) sold in a transaction
exempt from the registration and prospectus delivery requirements of the
Securities Act (including transactions under Rule 144) so that all transfer
restrictions and restrictive legends with respect thereto, if any, are removed
upon the consummation of such sale.


“Registration Statement” has the meaning set forth in
Section 6(e).


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


“Regulatory Sideletter”
has the meaning set forth in Section 10(a).


“Related Holder” has
the meaning set forth in the definition of Specified Holder below.


“Remaining Offered Shares”
has the meaning set forth in Section 2(c).



 37
 









“Required Sellers”
has the meaning set forth in Section 3(a).


“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 Shares representing at least 25% of the
Initial Investor Shares held by the Spectrum Investors, then the “Requisite
Stockholder Majority” shall mean the consent of the Approving Principal
Investor Parties plus the consent of the Spectrum Investors; (b) the consent of
two of the Principal Investors, so long as there are two or three Principal
Investors; (c) the consent of one Principal Investor, so long as there is only
one Principal Investor; or (d) the consent of holders of a majority of the
issued and outstanding shares of Class A Common Stock and Class L Common Stock,
voting together as a single class, so long as there is no Principal
Investor.  For the avoidance of doubt,
for purposes of determining the Requisite Stockholder Majority, the taking of
any action or the exercise of any right (including the granting of any consent
or approval) by any Principal Investor or by the Spectrum Investors shall be
determined by the holders of a majority of the Shares held by such Principal
Investor or the Spectrum Investors (as applicable).


“ROFO” has the
meaning set forth in Section 2(i).


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


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


“Second Investor Election
Notice” has the meaning set forth in Section 2(c).


“Second Investor Election
Period” has the meaning set forth in Section 2(c).


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


“Selling Investor” has the meaning set forth in Sections 2(a).


“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).



 38
 









“Shelf Registration”
shall mean a registration which covers the Registrable Stock requested to be
included therein pursuant to the provisions of Section 6(a)(i) on an appropriate
form or any similar successor or replacement form pursuant to Rule 415 of the
Securities Act, and which form shall be available for the sale of the
Registrable Stock in accordance with the intended method or methods of
distribution thereof, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.


“Specified Holder”
means an Investor whose sale of Shares pursuant to Rule 144 would be subject to
aggregation with another Investor (such other Investor being a “Related
Holder”).


“Spectrum Investors”
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.


“Subject Securities”
has the meaning set forth in Section 5(a).


“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 13(k).


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


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


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


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


“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.


“Transfer Notice” has
the meaning set forth in Section 1(b).


“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,



 39
 









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 13.                     MISCELLANEOUS


(a)                            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),
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.  This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective legal representatives, heirs, legatees, successors, and
permitted assigns and any other permitted transferee of Shares hereunder and
shall also apply to any Shares acquired by Investors after the date hereof.


(b)                           Competitive Opportunity.  If any Investor or any of its Affiliates
acquires knowledge of a potential transaction or matter which may be an
investment or business opportunity or prospective economic or competitive
advantage in which the Company could have an interest or expectancy, in each
case, in a jurisdiction other than in the United States of America (a “Competitive
Opportunity”) or otherwise is then exploiting any Competitive Opportunity,
the Company shall have no interest in, and no expectation that, such
Competitive Opportunity be offered to it, any such interest or expectation
being hereby renounced so that each Investor (other than any such Investor who
is bound by any employment, consulting or noncompetition agreements that
prohibit such actions) shall (i) have no duty to communicate or present such
Competitive Opportunity to the Company and (ii) have the right to hold any such
Competitive Opportunity for such Investor’s (and its agents’, partners’ or
affiliates’) own account and benefit or to recommend, assign or otherwise
transfer or deal in such Competitive Opportunity to Persons other than the
Company or any Affiliate of the Company.


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



 40
 









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


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


(f)                              Descriptive Headings.
The descriptive headings of this Agreement are inserted for convenience only
and do not constitute a part 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 a copy to:



 41
 









O’Melveny & Myers LLP


Times Square Tower


7 Times Square


New York, NY 10036
                                                 Fax:
(212) 326-2061


Attn:  Monica Thurmond


(ii)  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, NY 10022
                                                 Fax:
(212) 751-4864


Attn: David S. Allinson


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


Apollo Management, L.P.


9 West 57th Street


43rd Floor


New York, New York 10019


Fax:    (212) 515-3262


Attn:    Marc Rowan


Aaron Stone


Stan Parker


with a copy to:



 42
 









Latham & Watkins LLP


885 Third Avenue


New York, NY 10022
                                                 Fax:
(212) 751-4864


Attn: David S. Allinson


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


c/o Bain Capital, LLC


111
Huntington Avenue


Boston,
Massachusetts  02199


Facsimile:  (617) 516-2010


Attention:                    John Connaughton


Phil
Loughlin


 


with a copy to:


Ropes
& Gray LLP


One
International Place


Boston,
Massachusetts  02110


Facsimile:  (617) 951-7050


Attention:  R. Newcomb Stillwell


Howard
S. Glazer


Jane
D. Goldstein


 


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


c/o The Carlyle Group


520 Madison Avenue, 42nd Floor


New York, New York  10022


Facsimile:  (212) 381-4901


Attention:    Michael Connelly


Eliot P. S.
Merrill


with a copy to:


 


Ropes
& Gray LLP


One
International Place


Boston,
Massachusetts  02110


Facsimile:  (617) 951-7050


Attention:  R. Newcomb Stillwell


Howard S. Glazer


Jane D. Goldstein



 43
 









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


c/o
Spectrum Equity Investors


333
Middlefield Road


Suite
200


Menlo Park,
CA  94025


Facsimile:  (415) 464-4601


Attention:
   Brion Applegate


Benjamin Coughlin


with a copy to:


 


Ropes
& Gray LLP


One
International Place


Boston,
Massachusetts  02110


Facsimile:  (617) 951-7050


Attention:  R. Newcomb Stillwell


Howard
S. Glazer


Jane D. Goldstein


and


(vii)
if to any Other AMC Investor, in accordance with the address of each such Other
AMC Investor on Schedule 1 hereto and if to any other Investor, in accordance
with the address of each such other Investor on the signature pages attached
hereto.


(h)                           Recapitalization, Exchange,
Etc. Affecting the Company’s Shares. 
The provisions of this Agreement shall apply, to the full extent set
forth herein, with respect to any and all Shares 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 Shares 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.



 44
 









(k)                            Amendment.  This Agreement may be amended, modified or
extended, and the provisions hereof may be waived, only by a written agreement
approved by the Requisite Stockholder Majority, including, for the avoidance of
doubt, any amendment, modification, extension or waiver that provides that any
of the provisions of this Agreement that would otherwise terminate shall
continue after the IPO Date; provided, that (x) the written consent of
each other Party or Parties shall be required for any such amendment,
modification, extension or waiver that disproportionately affects in any
material and adverse manner such Party or Parties or their rights or
obligations hereunder relative to the other Parties, and (y) so long as there
exists at least one Principal Investor, the written consent of Investors that
are not Principal Investors owning at least a majority of then outstanding
Shares owned by Investors that are not Principal Investors shall also be
required for any such amendment, modification, extension or waiver that
disproportionately affects in any material and adverse manner such Investors
that are not Principal Investors, as a group, or their rights or obligations
hereunder relative to the Principal Investors. 
At any time hereafter, Persons acquiring Shares in compliance with the
provisions of this Agreement 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 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 shall
execute such documents and agreements as reasonably requested by the Principal
Investors so that this Agreement shall be given full force and effect with
respect to such surviving corporation or entity or such Person that acquires
all or substantially all of the properties and assets of the Company or any
successor or assign (any such surviving corporation, entity or Person, a “Successor
Entity”), as the case may be, and the rights and obligations of each Party
hereto shall continue in full force and effect such that each Party shall have
the same rights and obligations with respect to the applicable Successor Entity
and its securities as it has with respect to the Company and the Shares, and in
the case of (C) proper provision shall be made and all Investors 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 Investor 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
Shares.


(m)                         Integration.  This Agreement, the Management Stockholders
Agreement, the Regulatory Sideletter and any side letters by any Investor or
group of Investors, on the one hand, and the Company, on the other hand,
regarding board observer and other management rights, constitute the entire
agreement among the Parties hereto pertaining to the subject matter hereof and
supersede all prior agreements and understandings pertaining thereto.



 45
 









(n)                           Further Assurances.  In connection with this Agreement and the
transactions contemplated thereby, each Investor 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.


(o)                           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.


(p)                           No Third Party Beneficiaries.  Neither this Agreement, nor any provision
contained herein, shall create a third-party beneficiary relationship or
otherwise confer any right, entitlement or benefit upon any Person other than
the Parties to this Agreement and their permitted assigns.


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


(r)                              Termination of Initial
Stockholders Agreement.Effective as of the Effective Time, this Agreement
shall supersede and replace the Initial Stockholders Agreement, and the Initial
Stockholders Agreement shall terminate 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 Initial Stockholders Agreement until
all the Persons that were party to the Initial Stockholders Agreement
immediately prior to the Effective Time (other than Marquee) shall have
executed this Agreement.



 46















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


	
   

  	
  AMC ENTERTAINMENT HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Craig R.
  Ramsey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Craig R. Ramsey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
					



 


 


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:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  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:

  



 


 


	
  

  	
  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:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

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

  
	
   

  	
  BY: CCMP CAPITAL
  ADVISORS, LLC,

  
	
   

  	
         as Attorney In Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  

  	
  J.P. MORGAN
  PARTNERS GLOBAL INVESTORS

  (SELLDOWN) II-C, L.P.

  
	
   

  	
  BY: CCMP CAPITAL
  ADVISORS, LLC,

  
	
   

  	
         as Attorney In Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  

  	
  AMCE
  (GINGER), L.P.

  
	
   

  	
  BY: CCMP CAPITAL
  ADVISORS, LLC,

  
	
   

  	
         as Attorney In Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  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:

  



 


 


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:

  



 


 


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:  APOLLO ADVISORS V, L.P.,

  
	
   

  	
         ITS GENERAL PARTNER

  
	
   

  	
  BY:  APOLLO CAPITAL MANAGEMENT V, INC.

  
	
   

  	
         ITS GENERAL PARTNER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


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:

  



 


 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


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:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  WESTON PRESIDIO CAPITAL IV, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  WPC ENTREPRENEUR FUND II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  CAISSE DE DEPOT ET PLACEMENT DU QUEBEC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  CO-INVESTMENT PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  CSFB STRATEGIC PARTNERS HOLDINGS II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT


















 


	
  

  	
  CSFB STRATEGIC PARTNERS PARALLEL HOLDINGS

  II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

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

  
	
   

  	
   

  
	
   

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

  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GSO Capital Partners LP,
  as

  	
   

  
	
   

  	
   

  	
  Investment Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  CREDIT SUISSE ANLAGESTIFTUNG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  PEARL HOLDING LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  PARTNERS GROUP PRIVATE EQUITY PERFORMANCE

  HOLDING LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  VEGA INVEST (GUERNSEY) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  ALPINVEST PARTNERS CS INVESTMENTS 2003 C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  ALPINVEST PARTNERS LATER STAGE CO-

  INVESTMENTS CUSTODIAN II B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  ALPINVEST PARTNERS LATER STAGE CO-

  INVESTMENTS CUSTODIAN IIA B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













 


	
  

  	
  SCREEN INVESTORS 2004, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Authorized Person

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


STOCKHOLDERS AGREEMENT













SCHEDULE
1


SCHEDULE OF
OTHER AMC INVESTORS


	
  Name of Other AMC Investor

  	
   

  	
  Address

  
	
  Weston Presidio Capital IV, L.P.

  	
   

  	
  108 South Frontage Road West

  Suite 307

  Vail, Colorado 81657

  Attention: Dave Ferguson

  Facsimile: (970) 476-7900

  
	
  WPC Entrepreneur Fund II, L.P.

  	
   

  	
  108 South Frontage Road West

  Suite 307

  Vail, Colorado 81657

  Attention: Dave Ferguson

  Facsimile: (970) 476-7900

  
	
  Co-Investment Partners, L.P.

  	
   

  	
  660 Madison Avenue, 23rd Floor

  New York, New York 10021

  Attention: Bart Osman

  Facsimile: (212) 754-1494

  
	
  Caisse de Depot et Placement du Quebec

  	
   

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

  Montreal, Quebec H2Z 2B3

  Canada

  Attention: Dave Brochet

  Facsimile: (514) 847-5980

  
	
  AlpInvest Partners CS
  Investments 2003 C.V.

  	
   

  	
  630 Fifth Avenue, 28th Floor

  New York, New York 10111

  Attention: Iain Leigh

  Facsimile: (212) 332-6241

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

  	
   

  	
  600 Fifth Avenue, 17th Floor

  New York, New York 10020

  Attention: Iain Leigh

  Facsimile: (212) 332-6241

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

  	
   

  	
  630 Fifth Avenue, 28th Floor

  New York, New York 10111

  Attention: Iain Leigh

  Facsimile: (212) 332-6241

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

  	
   

  	
  388 Greenwich Street, 32nd Floor

  New York, NY 10013

  Attention: Rakesh K. Jain

  Facsimile: 212-816-0221

  
	
  CSFB Strategic Partners
  Holdings II, L.P.

  	
   

  	
  Eleven Madison Avenue, 16th Floor

  New York, New York 10010

  Attention: Peter Song

  Facsimile: (646) 935-7048

  



 













 


	
  CSFB Strategic Partners
  Parallel Holdings II, L.P.

  	
   

  	
  Eleven Madison Avenue, 16th Floor

  New York, New York 10010

  Attention: Peter Song

  Facsimile: (646) 935-7048

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

  	
   

  	
  Eleven Madison Avenue, 16th Floor

  New York, New York 10010

  Attention: Peter Song

  Facsimile: (646) 935-7048

  
	
  Credit Suisse Anlagestiftung

  	
   

  	
  126 East 56th Street, 11th Floor

  New York, New York 10022

  Attention: Andreas Baumann

  Facsimile: (212) 763-4701

  
	
  Pearl Holding Limited

  	
   

  	
  126 East 56th Street, 11th Floor

  New York, New York 10022

  Attention: Andreas Baumann

  Facsimile: (212) 763-4701

  
	
  Partners Group Private
  Equity Performance Holding Limited

  	
   

  	
  126 East 56th Street, 11th Floor

  New York, New York 10022

  Attention: Andreas Baumann

  Facsimile: (212) 763-4701

  
	
  Vega Invest (Guernsey) Limited

  	
   

  	
  126 East 56th Street, 11th Floor

  New York, New York 10022

  Attention: Andreas Baumann

  Facsimile: (212) 763-4701

  
	
  Screen Investors 2004, LLC

  	
   

  	
  3110 Main Street, Suite 300

  Santa Monica, CA 90405

  Attention: Christopher M. Fillo

  Facsimile: 310-392-3541

  



 


















SCHEDULE
2


	
   

  	
   

  	
  Class A Common Stock

  	
   

  	
  Class L Common Stock

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares of

  	
   

  	
  Shares of

  	
   

  	
  Shares of

  	
   

  	
  Shares of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class A-1

  	
   

  	
  Class A-2

  	
   

  	
  Class L-1

  	
   

  	
  Class L-2

  	
   

  	
   

  	
   

  	
  %Ownership

  	
   

  	
  %Ownership

  	
   

  
	
  Schedule of Investors

  	
   

  	
  Common Stock

  	
   

  	
  Common Stock

  	
   

  	
  Common Stock

  	
   

  	
  Common Stock

  	
   

  	
  %Interest

  	
   

  	
  Class A

  	
   

  	
  Class L

  	
   

  
	
  JPMP
  Investors

  	
   

  	
  133,250.00000

  	
   

  	
  133,250.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  20.867

  	
  %

  	
  34.839

  	
  %

  	
   

  	
   

  
	
  JP Morgan Partners Global Investors, L.P.

  	
   

  	
  18,012.61285

  	
   

  	
  18,012.61285

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2.821

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  JP Morgan Partners Global Investors Cayman, L.P.

  	
   

  	
  7,712.95446

  	
   

  	
  7,712.95446

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1.208

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  JP Morgan Partners Global Investors Cayman II, L.P.

  	
   

  	
  1,011.31059

  	
   

  	
  1,011.31059

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.158

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  AMCE (Ginger), L.P.

  	
   

  	
  2,767.70500

  	
   

  	
  2,767.70500

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.433

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  AMCE (Luke), L.P.

  	
   

  	
  1,330.19283

  	
   

  	
  1,330.19283

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.208

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  J.P. Morgan Partners Global Investors (Selldown),
  L.P.

  	
   

  	
  2,881.65937

  	
   

  	
  2,881.65937

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.451

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  AMCE (Scarlett), L.P.

  	
   

  	
  3,217.09064

  	
   

  	
  3,217.09064

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.502

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  JPMP BHCA

  	
   

  	
  75,141.70772

  	
   

  	
  96,316.47428

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  11.720

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  J.P. Morgan Partners Global Investors (Selldown) II,
  L.P

  	
   

  	
  12,661.15434

  	
   

  	
  12,661.15434

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.975

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  J.P. Morgan Partners Global Fund/AMC/Selldown II,
  L.P.

  	
   

  	
  1,253.54618

  	
   

  	
  1,253.54618

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0.196

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  J.P. Morgan Partners Global Investors (Selldown)
  II-C, L.P.

  	
   

  	
  7,260.06533

  	
   

  	
  7,260.06533

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.13239

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Apollo
  Investors

  	
   

  	
  133,250.00000

  	
   

  	
  133,250.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  20.867

  	
  %

  	
  34.839

  	
  %

  	
   

  	
   

  
	
  Apollo Investment Fund V, L.P.

  	
   

  	
  114,328.50000

  	
   

  	
  114,328.50000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  17.904

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Apollo Overseas Partners V, L.P.

  	
   

  	
  14,997.28750

  	
   

  	
  14,997.28750

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2.349

  	
  %

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  1,572.35000

  	
   

  	
  1,572.35000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.246

  	
  %

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  1,108.64000

  	
   

  	
  1,108.64000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.174

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Apollo German Partners V GmbH & Co. KG

  	
   

  	
  1,243.22250

  	
   

  	
  1,243.22250

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.195

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  AMC Investors

  	
   

  	
  115,975.00000

  	
   

  	
  115,975.00000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  18.162

  	
  %

  	
  30.322

  	
  %

  	
   

  	
   

  
	
  Weston

  	
   

  	
  25,000.00000

  	
   

  	
  25,000.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3.915

  	
  %

  	
  6.536

  	
  %

  	
   

  	
   

  
	
  Weston Presidio Capital IV, L.P.

  	
   

  	
  24,610.43675

  	
   

  	
  24,610.43675

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3.854

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  WPC Entrepreneur Fund II, L.P.

  	
   

  	
  389.56325

  	
   

  	
  389.56325

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.061

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Lexington

  	
   

  	
  25,000.00000

  	
   

  	
  25,000.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3.915

  	
  %

  	
  6.536

  	
  %

  	
   

  	
   

  
	
  Co-Investment Partners, L.P.

  	
   

  	
  25,000.00000

  	
   

  	
  25,000.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3.915

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  CDP

  	
   

  	
  20,000.00000

  	
   

  	
  20,000.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3.132

  	
  %

  	
  5.229

  	
  %

  	
   

  	
   

  
	
  Caisse de Depot et Placement du Quebec

  	
   

  	
  20,000.00000

  	
   

  	
  20,000.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  3.132

  	
  %

  	
   

  	
   

  	
   

  	
   

  



 












 


	
   

  	
   

  	
  Class A Common Stock

  	
   

  	
  Class L Common Stock

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares of

  	
   

  	
  Shares of

  	
   

  	
  Shares of

  	
   

  	
  Shares of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class A-1

  	
   

  	
  Class A-2

  	
   

  	
  Class L-1

  	
   

  	
  Class L-2

  	
   

  	
   

  	
   

  	
  %Ownership

  	
   

  	
  %Ownership

  	
   

  
	
  Schedule of Investors

  	
   

  	
  Common Stock

  	
   

  	
  Common Stock

  	
   

  	
  Common Stock

  	
   

  	
  Common Stock

  	
   

  	
  %Interest

  	
   

  	
  Class A

  	
   

  	
  Class L

  	
   

  
	
  Alpinvest

  	
   

  	
  17,500.00000

  	
   

  	
  17,500.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2.741

  	
  %

  	
  4.575

  	
  %

  	
   

  	
   

  
	
  AlpInvest Partners CS Investments 2003 C.V.

  	
   

  	
  15,880.21779

  	
   

  	
  15,880.21779

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  2.487

  	
  %

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  1,425.69067

  	
   

  	
  1,425.69067

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.223

  	
  %

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  194.09155

  	
   

  	
  194.09155

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.030

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Citigroup

  	
   

  	
  12,500.00000

  	
   

  	
  12,500.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1.958

  	
  %

  	
  3.268

  	
  %

  	
   

  	
   

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

  	
   

  	
  12,500.00000

  	
   

  	
  12,500.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1.958

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  CSFB

  	
   

  	
  10,000.00000

  	
   

  	
  10,000.00000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1.566

  	
  %

  	
  2.615

  	
  %

  	
   

  	
   

  
	
  CSFB Strategic Partners Holdings II, L.P.

  	
   

  	
  675.00000

  	
   

  	
  675.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.106

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  CSFB Strategic Partners Parallel Holdings II, L.P.

  	
   

  	
  6,825.00000

  	
   

  	
  6,825.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  1.069

  	
  %

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  2,500.0000

  	
   

  	
  2,500.0000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.390

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Partners
  Group

  	
   

  	
  5,000.00000

  	
   

  	
  5,000.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.783

  	
  %

  	
  1.307

  	
  %

  	
   

  	
   

  
	
  Credit Suisse Anlagestiftung

  	
   

  	
  500.00000

  	
   

  	
  500.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.078

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Pearl Holding Limited

  	
   

  	
  2,250.00000

  	
   

  	
  2,250.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.352

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Partners Group Private Equity Performance Holding
  Limited

  	
   

  	
  1,500.00000

  	
   

  	
  1,500.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.235

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Vega Invest (Guernsey) Limited

  	
   

  	
  750.00000

  	
   

  	
  750.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.117

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Main
  Street Advisors

  	
   

  	
  975.00000

  	
   

  	
  975.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.153

  	
  %

  	
  0.255

  	
  %

  	
   

  	
   

  
	
  Screen Investors 2004, LLC

  	
   

  	
  975.00000

  	
   

  	
  975.00000

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.153

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bain
  Investors

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  96,743.45338

  	
   

  	
  96,743.45338

  	
   

  	
  15.150

  	
  %

  	
   

  	
   

  	
  37.778

  	
  %

  
	
  Bain Capital Holdings (Loews) I, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  64,255.29248

  	
   

  	
  64,255.29248

  	
   

  	
  10.063

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Bain Capital AIV (Loews) II, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  32,488.16090

  	
   

  	
  32,488.16090

  	
   

  	
  5.088

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Carlyle
  Investors

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  96,743.45338

  	
   

  	
  96,743.45338

  	
   

  	
  15.150

  	
  %

  	
   

  	
   

  	
  37.778

  	
  %

  
	
  Carlyle Partners III Loews, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  82,481.03776

  	
   

  	
  82,481.03776

  	
   

  	
  12.917

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  CP III Coinvestment, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  4,621.33715

  	
   

  	
  4,621.33715

  	
   

  	
  0.724

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  TC Group Investment Holdings, L.P.

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
  9,641.07847

  	
   

  	
  9,641.07847

  	
   

  	
  1.510

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spectrum
  Investors

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  62,598.70578

  	
   

  	
  62,598.70578

  	
   

  	
  9.803

  	
  %

  	
   

  	
   

  	
  24.444

  	
  %

  
	
  Spectrum Equity Investors IV, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  61,503.22856

  	
   

  	
  61,503.22856

  	
   

  	
  9.632

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Spectrum Equity Investors Parallel IV, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  363.07233

  	
   

  	
  363.07233

  	
   

  	
  0.057

  	
  %

  	
   

  	
   

  	
   

  	
   

  
	
  Spectrum Equity Investment Managers’ Fund, L.P.

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  732.40489

  	
   

  	
  732.40489

  	
   

  	
  0.115

  	
  %

  	
   

  	
   

  	
   

  	
   

  



 



 22
 









 


	
   

  	
   

  	
  Class A Common Stock

  	
   

  	
  Class L Common Stock

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shares of

  	
   

  	
  Shares of

  	
   

  	
  Shares of

  	
   

  	
  Shares of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Class A-1

  	
   

  	
  Class A-2

  	
   

  	
  Class L-1

  	
   

  	
  Class L-2

  	
   

  	
   

  	
   

  	
  %Ownership

  	
   

  	
  %Ownership

  	
   

  
	
  Schedule of Investors

  	
   

  	
  Common Stock

  	
   

  	
  Common Stock

  	
   

  	
  Common Stock

  	
   

  	
  Common Stock

  	
   

  	
  %Interest

  	
   

  	
  Class A

  	
   

  	
  Class L

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  382,475.00000

  	
   

  	
  382,475.00000

  	
   

  	
  256,085.61254

  	
   

  	
  256,085.61254

  	
   

  	
  100.00

  	
  %

  	
  100.000

  	
  %

  	
  100.000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Shares

  	
   

  	
  1,277,121.22509

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 23















EXHIBIT
A


SIGNATURE PAGE

TO THE
  STOCKHOLDERS AGREEMENT


By
execution of this signature page,                                                                          
hereby agrees, effective as of                     ,
to become a party to, be bound by the obligations of and receive the benefits
of that certain Stockholders Agreement, dated as of                     ,
as amended from time to time, by and among AMC Entertainment Holdings, Inc., a
Delaware corporation and the other parties named therein and shall be deemed to
be an “Investor” for all purposes thereunder.


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Notice Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


	
  Accepted:

  
	
   

  
	
  AMC ENTERTAINMENT HOLDINGS, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 












EXHIBIT B


Regulatory Sideletter


 


[Attached hereto]












EXHIBIT C


 


Management Stockholders Agreement


 


[Attached hereto]












SCHEDULE 10(b)

Regulatory Problem Agreements


1.  Management Stockholders Agreement


2.  Management Rights Agreement, dated as of June
11, 2007, by and among the Company, the JPMP Investors and the Apollo
Investors.


3.  Voting and Irrevocable Proxy Agreement, Dated
as of June 11, 2007, among the Company, the JPMP Investors, the Apollo
Investors and the AMC Investors.