EXHIBIT 4.1


MARQUEE HOLDINGS INC.


AND


HSBC BANK USA, NATIONAL ASSOCIATION

as
Trustee






FIRST SUPPLEMENTAL INDENTURE


Dated as of
June 12, 2007


to


Indenture


Dated as of
August 18, 2004


12% Senior
Discount Notes due 2014


















THIS FIRST SUPPLEMENTAL INDENTURE, dated
as of June 12, 2007 (this “Supplemental Indenture”), is by and between Marquee Holdings Inc., a Delaware corporation (the “Company”),
and HSBC Bank USA, National Association, as trustee (the “Trustee”).


WHEREAS, the Company and the Trustee have entered into that certain
Indenture dated as of August 18, 2004, (the “Indenture”),
providing for the issuance of 12% Senior Discount Notes due 2014 (the “Notes”);


WHEREAS, the Company originally issued $304.0 million
aggregate principal amount at maturity of the Notes;


WHEREAS, Section 9.02 of the Indenture provides that
the Indenture may be amended with the consent of the Holders of a majority in
aggregate principal amount at maturity of the Notes then outstanding (subject
to certain exceptions);


WHEREAS, the Company desires and has requested the
Trustee to join with it in entering into this Supplemental Indenture for the
purpose of amending the Indenture in certain respects as permitted by Section
9.02 of the Indenture;


WHEREAS, the execution and delivery of this
Supplemental Indenture has been authorized by the Board of Directors of the
Company;


WHEREAS, (1) the Company has received the consent of
the Holders of a majority in aggregate principal amount at maturity of the outstanding
Notes and has satisfied all other conditions precedent, if any, provided under
the Indenture to enable the Company and the Trustee to enter into this
Supplemental Indenture, all as certified by an Officers’ Certificate, delivered
to the Trustee simultaneously with the execution and delivery of this
Supplemental Indenture as contemplated by Sections 9.02 and 9.06 of the
Indenture, and (2) the Company has delivered to the Trustee simultaneously with
the execution and delivery of this Supplemental Indenture an Opinion of Counsel
relating to this Supplemental Indenture as contemplated by Section 9.06 of the
Indenture; and


NOW, THEREFORE, in consideration of the foregoing and
for good and valuable consideration, the receipt of which is hereby
acknowledged, the Company and the Trustee mutually covenant and agree, for the
equal and ratable benefit of the Holders of the Notes, as follows:


ARTICLE I


Definitions


Section
1.1            Defined Terms.  As
used in this Supplemental Indenture, terms defined in the Indenture or in the
preamble or recitals hereto are used herein as therein defined.  The words “herein,” “hereof” and “hereby” and
other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.


ARTICLE II


Amendments to Indenture


Section
2.1            Amendments to the Indenture.  The Indenture
is hereby amended by:


(i)            deleting the word “or” from the end
of Section 4.06 (iv) of the Indenture and adding the following to the end of
Section 4.06 of the Indenture:


“and;


(vi)     make
other Restricted Payments in an aggregate amount not to exceed $275.0 million.”



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(ii)           adding the following Section 4.19 to
the Indenture:


“Section
4.19 CASH ELECTION.


On August 15, 2007, the Company
shall make an election to pay cash interest on the Notes in accordance with the
terms of this Indenture.”


ARTICLE III


Miscellaneous


Section
3.1            Parties.  Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained.


Section
3.2            Governing Law.  This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York.


Section
3.3            Ratification of
Indenture; Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.  Subject to Section 11.01 of the Indenture, in
the case of conflict between the Indenture and this Supplemental Indenture, the
provisions of this Supplemental Indenture shall control.


Section
3.4            Counterparts.  The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.


Section
3.5            Headings.  The headings of the Articles and the Sections
in this Supplemental Indenture are for convenience of reference only and shall
not be deemed to alter or affect the meaning or interpretation of any
provisions hereof.


Section 3.6            Severability.  In case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


Section
3.7            Successors.  All agreements
of the Company and the Trustee in this Supplemental Indenture shall bind their
respective successors.


Section
3.8            Effectiveness.  This
Supplemental Indenture shall be effective upon execution hereof by the Company
and the Trustee; provided, however, that the amendments to the Indenture set
forth in Articles I and II of this Supplemental Indenture shall not become
operative until the Company causes the consent fee to be paid in respect of
consents received, and not validly revoked, representing a majority in
aggregate principal amount at maturity of the outstanding Notes issued under
the Indenture.  In the event the Company
notifies (if orally, then confirmed in writing) HSBC Bank USA, National
Association, as depositary under the consent solicitation, that it has
withdrawn or terminated the consent solicitation, this Supplemental Indenture
shall be terminated and of no force or effect and the Indenture shall not be
modified hereby.


Section
3.9            Trustee Disclaimer.  The Trustee accepts the supplement to the
Indenture effected by this Supplemental Indenture and agrees to execute the
trust created by the Indenture as hereby supplemented, but only upon the terms
and provisions set forth in the Indenture, including the terms and provisions
providing for compensation and indemnity and other rights of the Trustee, and
defining and limiting the liabilities and responsibilities of the Trustee,
which terms and provisions shall in like manner benefit the Trustee and define
and limit its liabilities and responsibilities in the performance of the trust
created by the Indenture hereby supplemented. 
Except to the extent that they relate to action taken by the Trustee,
the Trustee shall not be responsible in any



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manner whatsoever for or
in respect to (i) the validity, efficacy or sufficiency of this Supplemental
Indenture or any of the terms or provisions hereof, (ii) the proper
authorization hereof by the Company by corporate action or otherwise, (iii) the
due execution hereof by the Company, or (iv) the consequences (direct or
indirect and whether deliberate or inadvertent) of any supplement herein
provided for, and the Trustee makes no representation with respect to any such
matters.


(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT
BLANK)



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IN WITNESS WHEREOF, the parties
hereto have caused this Supplemental Indenture to be duly executed as of the
day and year written above.


	
  

  	
  MARQUEE HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Craig R.
  Ramsey

  
	
   

  	
   

  	
  Name:  Craig
  R. Ramsey

  
	
   

  	
   

  	
  Title:     Executive Vice President & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION,
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herawattee Alli

  
	
   

  	
   

  	
  Name:  Herawattee
  Alli

  
	
   

  	
   

  	
  Title:      Assistant
  Vice President