Marquee Holdings Inc. Common Stock Underwriting AgreementUnderwriting Agreement • May 2nd, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • New York
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) of Marquee Holdings Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co., Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc. are acting as representatives (the “Representatives”) an aggregate of 39,473,683 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 5,921,052 additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
THIS AGREEMENT is entered into as of , 2007 among Marquee Holdings Inc., a Delaware corporation (“Holdings”), AMC Entertainment Inc., a Delaware corporation (“AMCE”), and (the “Indemnitee”).
