Exhibit 10.9


 


MANAGEMENT STOCKHOLDERS 

REGISTRATION RIGHTS AGREEMENT

OF

AMC ENTERTAINMENT INC.


 


This Registration Rights Agreement, dated as of April [   ],
2007 and effective as of the Effective Time (as defined below) (this “Agreement”),
by and among Marquee
Holdings Inc. (to be renamed AMC Entertainment Inc., as described below),
a Delaware corporation (the “Company”),
and each of the individuals listed on Schedule 1 (each individually, a “Management
Stockholder,” and collectively, the “Management Stockholders”). These
parties 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 1 hereto.


 


RECITALS:


 


WHEREAS, each
of the Management Stockholders is an employee, executive officer, or director
of the Company or one or more subsidiaries of the Company;


 


WHEREAS, each
of the Management Stockholders holds share of Class N Common Stock of the
Company, par value $0.01 per share (the “Class N Common Stock”);


 


WHEREAS, the
Company is registering shares of the Company’s common stock, par value $0.01
per share (“Common Stock”), for sale to the public in an initial public
offering (“Initial Public Offering”) pursuant to the Company’s registration
statement filed on Form S-1 with the Securities and Exchange Commission
on [           ],
2007;


 


WHEREAS, prior
to the Initial Public Offering, each share of Class N Common Stock shall be
converted into shares of Common Stock pursuant to the Second Amended and
Restated Certificate of Incorporation of Marquee Holdings Inc., dated January
26, 2006 (the “Original Certificate of Incorporation”);


 


WHEREAS, prior
to the Initial Public Offering, the Company is adopting a Third Amended and
Restated Certificate of Incorporation to replace the Original Certificate of
Incorporation and change its name from Marquee Holdings Inc. to AMC
Entertainment Inc.;


 


WHEREAS,
concurrently with the execution hereof, the Company, the JPMP/Apollo Investors
and the BCS Investors named therein are entering into that certain Third
Amended and Restated Stockholders Agreement (as may be amended or modified from
time to time, the “AMC Stockholders Agreement”);


 


WHEREAS, the
Company, each of the Investors named therein and the Management Stockholders entered
into that certain Management Stockholders Agreement, dated as of December 23,
2004 and amended and restated as of January 26, 2006 (“Management
Stockholders Agreement”);


 

















 


WHEREAS, in
connection with the Initial Public Offering, the parties hereto wish to
terminate the Management Stockholders Agreement and release each party thereto
from all present and future obligations and liabilities thereunder and such
termination, pursuant to Section 7 of the Management Stockholders Agreement, has
been approved by (i) resolution of the board of directors of the Company (the “Board”),
(ii) the Requisite Stockholder Majority (as defined therein) and (iii) the
Management Stockholders holding the aggregate majority of the then outstanding
Restricted Shares (as defined therein); and


 


WHEREAS, the
parties hereto desire to provide to the Management Stockholders certain registration
rights in respect of the Registrable Stock, upon the terms and subject to the
conditions set forth herein.


 


AGREEMENT:


 


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:


 


Section 1.                                            Definitions.


 


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


 


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


 


“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.


 


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


 


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


 


“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.


 


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


 


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


 


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


 


“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.


 


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“Effective
Time” means the time and date of the consummation of the Initial Public
Offering.


 


“Employee
Option” means any Option held by any Management Stockholder.


 


“Initial
Public Offering” has the meaning set forth in the recitals.


 


“Litigation”
has the meaning set forth in Section 4(l).


 


“Management Stockholder” and “Management Stockholders” has the
meaning set forth in the preamble.


 


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


 


“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.


 


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


 


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


 


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


 


“Public Sale” means a Transfer
pursuant to (i) a bona fide 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 as of any date of determination with respect to any Management
Stockholder, all Stock then held by such Management Stockholder, including any
Stock received after the date hereof, directly or indirectly, with respect to
or in exchange of, or substitution for on conversion of such Stock, including
by way of dividend or distribution, recapitalization, merger, consolidation or
other reorganization.


 


“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).


 


“Stock”
means Common Stock, together with any other classes or series of equity
securities of the Company.


 


“Successor
Entity” has the meaning set forth in Section 4(i).


 


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“Underwriter
Cutback” means in any Demand Registration the advice of the managing
underwriter or underwriters thereof, if such registration is underwritten, to
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.


 


“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, 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 2.                                            Registration
Rights.


 


(a)                                  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 (as
defined in the AMC Stockholders Agreement), on a form and in a manner which
would permit registration of the Stock held by the Management Stockholders for
sale to the public under the Securities Act, the Company shall give written
notice of the proposed registration to each Management Stockholder not later
than thirty (30) days prior to the filing thereof. Each Management Stockholder
shall have the right to request that all or any part of such Management
Stockholder’s Stock be included in such registration. Each Management
Stockholder 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 securities of the Investors (and their Permitted Transferees (as
defined in the AMC Stockholders Agreement); third, the securities of the
Management 


 


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Stockholders pro rata among all such Management Stockholders on the
basis of the relative percentage of such securities then held by all Management
Stockholders who have requested such securities be so included (it being
further agreed and understood, however, that such underwriters shall have the
right to reduce or eliminate entirely the participation of the Management
Stockholders). Registrable Stock proposed to be registered and sold pursuant to
an underwritten offering for the account of any Management Stockholders shall
be sold to the prospective underwriters, selected by the holders of a majority
of the Stock to which such Registration Statement relates and approved by the
Company, on the terms and subject to the conditions of one or more underwriting
agreements negotiated between the holders of Stock to which such Registration Statement
relates, the Company and the prospective underwriters (which underwriting
agreement(s), for the avoidance of doubt, any Management Stockholder exercising
registration rights pursuant to this Section 2 may be required by the Company
to execute). 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 Management Stockholder.


 


(b)                                 Holdback Agreements. Notwithstanding any other
provisions of this Agreement, each Management Stockholder agrees that (if so
required by the underwriters in an underwritten offering and provided that such
condition is applicable equally to all Management Stockholders) he or she will
not (and it shall be a condition to the rights of each Management Stockholder
under this Agreement that such Management Stockholder does not) offer for
Public Sale any Stock during the thirty (30) days before and 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
(except as part of such underwritten registration or as otherwise permitted by
such underwriters); provided, however, that in each case, no
Management Stockholder 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.


 


(c)                                  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 Management Stockholders in connection with any registration under this Section
2 shall be borne by the Company, except that the following expenses shall
be borne by the Management Stockholder incurring the same: (i) the costs and
expenses of counsel to such Management Stockholder to the extent such
Management Stockholder retains counsel; (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 Management Stockholder’s securities; and (iii) transfer taxes with
respect to the securities sold by such Management Stockholder.


 


Section 3.                                            Termination
of Agreement. The registration rights granted under this Agreement will
terminate at such time as there shall no longer be any Registrable Stock.


 


Section 4.                                            Miscellaneous.


 


(a)                                  Termination of Management
Stockholders Agreement. The parties hereto agree that, effective as of the
Effective Time, the Management Stockholders Agreement shall be terminated and
of no further force or effect without any further action on the part of any
party, 


 


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and each party thereto hereby releases each other party thereto from
all rights and obligations under the Management Stockholders Agreement
effective as of the Effective Time.


 


(b)                                 Specific Performance, Etc. 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. Each Party agrees 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 Party hereby agrees to
waive the defense in any action for specific performance that a remedy at law
would be adequate.


 


(c)                                  Governing Law. This Agreement shall be governed
by and construed in accordance with the internal laws, and not the law of
conflicts, of the state of Delaware.


 


(d)                                 Interpretation. The headings of the Sections
contained in this Agreement are solely for the purpose of reference, are not
part of the agreement of the Parties and shall not affect the meaning or
interpretation of this Agreement.


 


(e)                                  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 Inc.

920 Main Street

Kansas City, MO 64105 

Fax: (816) 480-4700

Attn:                    Kevin
M. Connor


 


with a
copy to:


 


O’Melveny
& Myers LLP

Times Square Tower

7 Times Square

New York, NY 10036

Attn:                    Monica
Thurmond


 


and


 


(ii)                                  if to a Management Stockholder, to
the address set forth on such Management Stockholder’s signature page hereto.


 


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(f)                                    Recapitalization, Exchange, Etc.
Affecting the Company’s Common Stock. The provisions of this Agreement shall apply, to the
full extent set forth herein, with respect to any and all shares of Common
Stock 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 Common Stock and shall be appropriately adjusted for any
dividends, splits, reverse splits, combinations, recapitalizations, and the
like occurring after the date hereof.


 


(g)                                 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.


 


(h)                                 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.


 


(i)                                     Amendment. This Agreement may be amended,
modified or extended, and the provisions hereof may be waived, only by resolution
of the Board approved by the Management Stockholders holding in the aggregate a
majority of the then outstanding Restricted Shares. At any time hereafter,
Persons acquiring Stock or Employee Options may be made parties hereto by
executing a signature page in the form attached as Exhibit A hereto, subject
to approval by the Company (acting through the Board of Directors), and upon
countersignature by the Company, such signature page 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 or (B) the Company or any successor
or assign transfers all or substantially all of its properties and assets to
any Person, then in the case of either (A) or (B), proper provision shall be
made and all Management Stockholders shall execute such documents and
agreements as reasonably requested by the Company 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.


 


(j)                                     No Employment Rights. Nothing contained in this Agreement
(i) obligates the Company or any affiliate of the Company to employ any
Management Stockholder in any capacity whatsoever; or (ii) prohibits or
restricts the Company or any affiliate of the Company from terminating the
employment, if any, of any Management Stockholder at any time or for any reason
whatsoever and each Management Stockholder hereby acknowledges and agrees that,
except as may otherwise be set forth in any written agreement between the
Company and such Management Stockholder, neither the Company nor any other
person has made any 


 


7

















 


representations or promises whatsoever to such Management Stockholder
concerning his or her employment or continued employment by the Company or any
Affiliate of the Company.


 


(k)                                  Offsets. The Company shall be permitted to
offset and reduce from any amounts payable to a Management Stockholder the
amount of any indebtedness or other obligation or payment owing to the Company
by the Management Stockholder.


 


(l)                                     Integration. This Agreement and the AMC
Stockholders Agreement constitute the entire agreement among the Parties hereto
pertaining to the subject matter hereof and supersede all prior agreements and
understandings pertaining thereto, including the Management Stockholders
Agreement; provided, however, that for the avoidance of doubt, it
is understood and agreed that nothing in the AMC Stockholders Agreement shall
be deemed to confer upon the Management Stockholders any rights beyond those
expressly set forth herein.


 


(m)                               Further Assurances. In connection with this Agreement
and the transactions contemplated thereby, each Management Stockholder 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.


 


(n)                                 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.


 


(o)                                 Successors, Assigns and Transferees. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by any Management
Stockholder, in whole or in part (including in connection with any sale or
transfer of Stock or otherwise), without prior written consent of the Company,
and any attempt to make such assignment without such written consent shall be
null and void.


 


(p)                                 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.


 


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[signature
pages follow]


 


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IN WITNESS
WHEREOF, the undersigned have executed this Agreement on the date first written
above.


 


	
   

  	
  AMC ENTERTAINMENT INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 


 


Registration
Rights Agreement


 

















 


Each Management Stockholder has agreed to be bound by
the terms of this Agreement by execution and delivery of the signature page set
forth as Exhibit A hereto.


 


 


Registration
Rights Agreement


 

















 


EXHIBIT A


 


SIGNATURE PAGE

TO THE

MANAGEMENT STOCKHOLDERS 

REGISTRATION RIGHTS AGREEMENT
 OF

AMC ENTERTAINMENT INC.


 


By execution of
this signature page, [Name] hereby agrees to become a party to, be bound by the
obligations of, and receive the benefits of, that certain Registration Rights Agreement
of AMC Entertainment Inc. dated as of                             ,
2007 by and among AMC Entertainment Inc., and certain other parties named
therein, as amended from time to time thereafter.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Residence Address: