EXHIBIT
10.6


VOTING AND IRREVOCABLE
PROXY AGREEMENT


This Voting and Irrevocable Proxy Agreement (this “Agreement”) is made as of the 11th day of June, 2007, among AMC Entertainment
Holdings, Inc., a Delaware corporation (the “Company”), 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 “Stockholders” and each individually, a “Stockholder”).


RECITALS


WHEREAS, the Company, Marquee Holdings, Inc., a
Delaware corporation (“Marquee”) and Marquee Merger Sub Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company (“Merger Sub”),
are parties to that certain Agreement and Plan of Merger, dated as of June 11,
2007 (the “Merger Agreement”), pursuant to which Merger Sub will be
merged with and into Marquee, with Marquee remaining as the surviving
corporation (the “Merger”); and


WHEREAS, in connection with the consummation of the
transactions contemplated by the Merger Agreement, each of the Stockholders
will receive shares of Class L-1 and Class L-2 Common Stock of the Company, par
value $0.01 per share (respectively, the “Class L-1 Common Stock” and
the “Class L-2 Common Stock”, and collectively, the “Class L Common
Stock”), which shares, as of the Effective Time (as defined in the Merger
Agreement) will be all of the issued and outstanding shares of Class L Common
Stock; and


WHEREAS, the Amended and Restated Certificate of
Incorporation of the Company (the “Company Charter”) confers upon the
holders of the Class L-1 Common Stock the exclusive right to elect and appoint
up to three (3) directors (the “Class L-1 Directors”) to the Company’s
Board of Directors (the “Board”); and


WHEREAS, the Company Charter confers upon the holders
of the Class L-2 Common Stock the exclusive right to elect and appoint one (1)
director (the “Class L-2 Director”) to the Board; and


WHEREAS, immediately prior to the Effective Time, Marquee and the
Stockholders were party to that certain Voting and Irrevocable Proxy Agreement,
dated as of January 26, 2006 (the “Original Voting Agreement”), and the
Company and the Stockholders desire to enter into this Agreement to supersede
and replace the Original Voting Agreement; and


WHEREAS, the Stockholders wish to agree among themselves as to the
designation of the directors to be elected and appointed to the Board by the
holders of the Class L Common Stock.













AGREEMENT


NOW, THEREFORE, the parties hereby agree as follows:


1.             Shares
Subject to Agreement.  Each
Stockholder agrees to hold all of its shares of Class L Common Stock and any
other of its shares of capital stock of the Company, whether now owned or
hereafter acquired (hereinafter referred to as the “Shares”), subject to, and to vote the Shares in accordance
with, the provisions of this Agreement.


2.             Election
of Board.  Notwithstanding Section 4,
from and after the Effective Time, at each annual or special meeting at which
any directors of the Company are to be elected, and whenever the stockholders
of the Company act by written consent with respect to the election of
directors, each Stockholder, severally and not jointly, agrees to vote or
otherwise give such Stockholder’s consent in respect of all Shares held of
record or beneficially owned by such Stockholder, and the Company agrees to
take all necessary and desirable actions within its control, in order to cause:


2.1           the authorized number
of directors on the Board to be nine (9) directors, or such greater number to
which the membership of the Board may be increased in accordance with Section 2
of Article Fifth of the Company Charter, in each case, subject to reduction in
accordance with Sections 2.2(a), 2.2(b), 2.2(c) and 2.3(b) herein and
Section 3 of Article Fifth of the Company Charter;


2.2           the election to the
Board of:


(a)           one Class L-1 Director
designated by the Carlyle Investors (a “Carlyle Designee”), so long as the Carlyle Investors
collectively own Shares representing at least five percent (5%) of the Initial
Investor Shares owned by the Carlyle Investors; provided, that the
Carlyle Investors shall not have the right to designate any Carlyle Designees
if the Carlyle Investors collectively own Shares representing less than five
percent (5%) of the Initial Investor Shares owned by the Carlyle Investors;


(b)           one Class L-1 Director
designated by Bain Capital AIV (Loews) II, L.P. (a “Bain Designee”) so long as the Bain
Investors collectively own Shares representing at least five percent (5%) of
the Initial Investor Shares owned by the Bain Investors; provided, that
Bain Capital AIV (Loews) II, L.P. shall not have the right to designate any
Bain Designees if the Bain Investors collectively own Shares representing less
than five percent (5%) of the Initial Investor Shares owned by the Bain
Investors; provided, further, that the total number of Bain
Designees on the Board shall not exceed one (1) at any time;


(c)           one Class L-1 Director
designated by the Spectrum Investors (a “Spectrum Designee”) so long as the
Spectrum Investors collectively own Shares representing at least five percent
(5%) of the Initial Investor Shares owned by the Spectrum Investors; provided,
that the Spectrum Investors shall not have the right to designate any Spectrum
Designees if the Spectrum Investors collectively own Shares representing less
than five percent (5%) of the Initial Investor Shares owned by the Spectrum
Investors;













(d)           one Class L-2 Director
designated by a majority of the holders of then outstanding shares of Class L-2
Common Stock (a “Class L-2 Designee”); provided, that the
designation of the Class L-2 Designee shall also require the affirmative vote
or written consent of each of the Bain Investors and the Carlyle Investors, in
each case, for so long as shares of Class L-1 Common Stock held by such
Principal Investors represent at least five percent (5%) of the shares of Class
L-1 Common Stock held by such Principal Investors immediately following the
Effective Time (as may be adjusted for stock splits, stock dividends,
recapitalizations, pro-rata sell-downs or similar events); and


(e)           upon any vacancy in the
Board as a result of any Carlyle Designee, Bain Designee, Spectrum Designee or
Class L-2 Designee ceasing to be a member of the Board, whether by resignation
or otherwise (but not as a result of a Transfer by any of the Carlyle
Investors, the Bain Investors or the Spectrum Investors of a number of Shares that
results in the Carlyle Investors, the Bain Investors or the Spectrum Investors,
as applicable, losing the right to designate a Carlyle Designee, Bain Designee
or Spectrum Designee, as applicable, pursuant to Section 2.2(a), Section 2.2(b)
or Section 2.2(c), as applicable), a replacement Carlyle Designee, Bain
Designee, Spectrum Designee or Class L-2 Designee designated in accordance with
Section 2.2(a), Section 2.2(b), Section 2.2(c) or Section 2.2(d), as the case
may be.


2.3           the removal (with or
without cause) from the Board of:


(a)           any Carlyle Designee,
Bain Designee, Spectrum Designee or Class L-2 Designee upon the written request
of the Carlyle Investors, the Bain Investors, the Spectrum Investors or a
majority of the holders of then outstanding shares of Class L-2 Common Stock,
respectively; provided, that the removal of the Class L-2 Designee shall
also require the approval of each of the Bain Investors and the Carlyle
Investors, in each case, for so long as shares of Class L-1 Common Stock held
by such Principal Investors represent at least five percent (5%) of the shares
of Class L-1 Common Stock held by such Principal Investors immediately
following the Effective Time (as may be adjusted for stock splits, stock
dividends, recapitalizations, pro-rata sell-downs or similar events); and


(b)           in the event that (i)
the Carlyle Investors are no longer entitled to designate a Carlyle Designee
pursuant to Section 2.2(a), the Carlyle Designee, (ii) the Bain Investors are
no longer entitled to designate a Bain Designee pursuant to Section 2.2(b), the
Bain Designee or (iii) the Spectrum Investors are no longer entitled to
designate a Spectrum Designee pursuant to Section 2.2(c), the Spectrum
Designee; in each case, to the extent that the Carlyle Designee, Bain Designee
or Spectrum Designee, as applicable, has not resigned from the Board, it being
understood and agreed that in the event of any such loss of entitlement, the
Carlyle Investors, Bain Investors or Spectrum Investors, as applicable, shall
designate for removal, and use commercially reasonable efforts to cause the
removal of, such Carlyle Designee, Bain Designee or Spectrum Designee, as
applicable, immediately prior to such loss of entitlement.


3.             Right
Not Obligation.  The designation of a
Carlyle Designee pursuant to Section 2.2 is a right but not an obligation of
the Carlyle Investors.  The right of the
Carlyle Investors to designate a Carlyle Designee may be Transferred only to
Permitted Transferees; provided, that such Transfer is otherwise in
accordance with this Agreement and the 













Stockholders
Agreement.  The designation of a Bain
Designee pursuant to Section 2.2 is a right but not an obligation of the Bain
Investors.  The right of the Bain
Investors to designate a Bain Designee may be Transferred only to Permitted
Transferees; provided, that such Transfer is otherwise in accordance
with this Agreement and the Stockholders Agreement.  The designation of a Spectrum Designee
pursuant to Section 2.2 is a right but not an obligation of the Spectrum Investors.  The right of the Spectrum Investors to
designate a Spectrum Designee may be Transferred only to Permitted Transferees;
provided, that such Transfer is otherwise in accordance with this
Agreement and the Stockholders Agreement.


4.             Voting
on Other Matters.  Subject to and
without limiting Section 2, as to any matter or action that requires a vote or
written consent of the stockholders of the Company, whether by law or pursuant
to any agreement, from and after the Effective Time:


(a)           until the fifth anniversary
of the Effective Time, and for so long as each of the Carlyle Investors, the
Bain Investors and the Spectrum Investors continue to hold Shares representing
at least twenty five percent (25%) of the Initial Investor Shares held by such
Principal Investor, each Stockholder agrees to vote, and/or to provide its
written consent, with respect to such matter or action as directed by any two
of the Principal Investors; provided, that no Stockholder shall be
required to vote in favor of, or provide its written consent to, any action
that would disproportionately affect such Stockholder relative to the other
stockholders of the Company in any material and adverse manner;


(b)           in the event that any
Stockholder entitled to vote on or provide its written consent with respect to
a matter shall fail at any time to vote, or act by written consent with respect
to, any Shares held of record or beneficially owned by such Stockholder or as
to which such Stockholder has voting control, as agreed by such Stockholder in this
Agreement, such Stockholder hereby irrevocably grants to and appoints each
remaining Principal Investor such Stockholder’s proxy and attorney-in-fact
(with full power of substitution), for and in the name, place and stead of such
Stockholder, to vote or act by written consent with respect to such Shares and
to grant a consent, proxy or approval in respect of such Shares, in each case
in such manner and to the extent as is necessary or desirable to vote such
Shares as agreed to by such Stockholder in this Agreement, including Section
2.2 and Section 4(a); each Stockholder hereby affirms that the irrevocable
proxy set forth in this Section 4(b) will be valid for the term of this
Agreement and is given to secure the performance of the obligations of such Stockholder
under this Agreement; each Stockholder hereby further affirms that each proxy
hereby granted shall, for the term of this Agreement, be irrevocable and shall
be deemed coupled with an interest; and


(c)           if such matter or
action has been approved by the Requisite Stockholder Majority (as defined in
the Stockholders Agreement), each Stockholder agrees to take any and all
actions as are reasonably necessary to effect such approved matter or action,
unless such matter or action would also require the approval of such
Stockholder under this Agreement, the Stockholders Agreement or the Company
Charter and such approval has not been granted.


5.             Termination.  This Agreement shall terminate upon the
earliest to occur of any one of the following events: (a) the liquidation,
dissolution or indefinite cessation of the 













business
operations of the Company; (b) the execution by the Company of a general
assignment for the benefit of creditors or the appointment of a receiver or
trustee to take possession of the property and assets of the Company; (c)
unanimous written consent of the Principal Investors, (d) the date of the
consummation of an Initial Public Offering; and (e) the date on which the
Principal Investors no longer satisfy the conditions necessary to designate at
least one Class L-1 Director to the Board pursuant to the Company Charter as in
effect at the Effective Time.


6.             Definitions.


6.1           As used in this
Agreement, the following terms have the following meanings:


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


“Bain Designee”
has the meaning set forth in Section 2.2(b).


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


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


“Carlyle Designee”
has the meaning set forth in Section 2.2(a).


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


“Class L Common Stock”
has the meaning set forth in the recitals.


“Class L-1 Common
Stock” has the meaning set forth in the recitals.


“Class L-1 Directors”
has the meaning set forth in the recitals.


“Class L-2 Common
Stock” has the meaning set forth in the recitals.


“Class L-2 Designee”
has the meaning set forth in Section 2.2(d).


“Class L-2 Directors”
has the meaning set forth in the recitals.


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


“Company Charter”
has the meaning set forth in the recitals.


“Effective Time”
has the meaning set forth in the Merger Agreement.


“Initial Investor
Shares” means that number of Shares held by a Principal 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 of 1933, as
amended, and the rules and regulations in effect thereunder.













“Litigation” has
the meaning set forth in Section 7.2.


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


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


“Original Voting
Agreement” has the meaning set forth in the recitals.


“Permitted Transferee”
has the meaning set forth in the Company Charter.


“Principal Investor”
means any of (i) the Carlyle Investors, collectively, (ii) the Bain Investors,
collectively or (ii) the Spectrum 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.  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 such Principal Investors, 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.


“Shares” has the
meaning set forth in Section 1.


“Spectrum Designee”
has the meaning set forth in Section 2.2(c).


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


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


“Stockholders
Agreement” means that certain Stockholders Agreement Company, dated as of
the date hereof, among the Company, the Carlyle Investors, the Bain Investors,
the Spectrum Investors and the other stockholders of the Company named therein,
as the same may be amended, modified or supplemented from time to time in
accordance with its terms.


“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.


6.2           Unless the context of
this Agreement otherwise requires, (i) words of any gender include each other
gender; (ii) words using the singular or plural number also include the plural
or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby”
and derivative or similar words refer to this entire Agreement; (iv) the
terms “Article” or “Section” refer to the specified Article or Section of
this Agreement; (v) the word “including” shall mean “including, without
limitation”, (vi) each defined term has its defined meaning throughout this
Agreement, whether the definition of such term appears before or after such
term is used, and (vii) the word “or” shall be disjunctive but not exclusive.













6.3           References to
agreements and other documents shall be deemed to include all subsequent
amendments and other modifications thereto.


6.4           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.


7.             Miscellaneous.


7.1           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.


7.2           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.


7.3           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.


7.4           Successors and
Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties and their respective legal
representatives, heirs, legatees, successors, and assigns and any other
transferee of Shares in compliance with the Stockholders Agreement and shall
also apply to any Shares acquired by Stockholders after the date hereof.


7.5           Entire Agreement.  This Agreement, the Stockholders Agreement,
the Company Charter, the by-laws of the Company and the other documents
delivered pursuant 













hereto constitute the full and entire
understanding and agreement among the parties with regard to the subjects
hereof and thereof.


7.6           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:


	
  

  	
  (a)  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

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)  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

  
	
   

  	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  (c)  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

  
					



 


7.7           Delays or Omissions.  No delay or omission to exercise any right,
power, or remedy accruing to any party hereto upon any breach or default of
another party under this Agreement shall impair any such right, power, or
remedy of such party, nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.  Any waiver,
permit, consent, or approval of any kind or character on the part of any party
of any breach or default under this Agreement, or any waiver on the part of any
party of any provisions or conditions of this Agreement, must be in writing and
shall be effective only to the extent specifically set forth in such writing or
as provided in this Agreement.  All
remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.


7.8           Counterparts.  This Agreement may be executed in any number
of counterparts and signatures may be delivered by facsimile, each of which may
be executed by 













less than all parties, each of which shall be
enforceable against the parties actually executing such counterparts, and all
of which together shall constitute one instrument.


7.9           Severability.  If any provision of this Agreement becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable,
or void, portions of such provision, or such provision in its entirety, to the
extent necessary, shall be severed from this Agreement and the balance of this
Agreement shall be enforceable in accordance with its terms.


7.10         Titles and Subtitles.  The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.


7.11         Further Assurances.  In connection with this Agreement and the
transactions contemplated hereby, each party hereto 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.


7.12         No Strict Construction.  This Agreement shall be deemed to be
collectively prepared by the parties hereto, 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.


7.13         Amendment and Waiver.  Any provision of this Agreement may be
amended or waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Principal
Investors; provided that (i) no such amendment shall impose or
increase any liability or obligation on a Stockholder without the prior written
consent of such Stockholder, (ii) no such amendment has a disproportionately
adverse effect on any Stockholder in relation to the other Stockholders without
the prior written consent of such Stockholder.  Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each Stockholder and the
Company and (iii) no such amendment shall be made to Section 4(c) without the
prior written consent of the Company.


7.14         No Recourse.  Notwithstanding anything that may be
expressed or implied in this Agreement, the Company and each Stockholder
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 Stockholder 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 Stockholder or any Affiliate or assignee thereof, as
such, for any obligation of any Stockholder 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.













7.15         Termination of
Original Voting Agreement.  At the
Effective Time, this Agreement shall supersede and replace the Original Voting
Agreement in its entirety and the Original Agreement shall be terminated and of
no further force and effect.


[THIS SPACE LEFT
BLANK INTENTIONALLY]


















IN WITNESS WHEREOF,
the parties have executed this 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

  
					



 


 


 


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  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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
					



 


 


 


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  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:

  



 


 


 


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  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:

  



 


 


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