VOTING AND IRREVOCABLE PROXY AGREEMENTVoting and Irrevocable Proxy Agreement • June 13th, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
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”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 13th, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of June 11, 2007, by and among AMC Entertainment Holdings, Inc., a Delaware corporation (“Parent”), Marquee Holdings Inc., a Delaware corporation (“Marquee”) and Marquee Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Parent, Marquee and Merger Sub are referred to collectively herein as the “Parties” and each individually as a “Party.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • Missouri
This Amended and Restated Employment Agreement (the “Agreement”), is entered into as of June 11, 2007, effective as of the date of the Initial Public Offering, by and among AMC ENTERTAINMENT HOLDINGS, INC. (“Holdings”), MARQUEE HOLDINGS INC., a Delaware corporation (“Marquee”), AMC ENTERTAINMENT INC., a Delaware corporation (“AMCE” and, collectively with Holdings and Marquee, the “Company”), and PETER C. BROWN (“Employee”). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:
FIRST SUPPLEMENTAL INDENTURE Dated as of June 12, 2007 to Indenture Dated as of August 18, 2004 12% Senior Discount Notes due 2014Indenture • June 13th, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • New York
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”).
ContractFee Agreement • June 13th, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • New York
THIS FEE AGREEMENT, dated as of June 11, 2007 (this “Agreement”), by and among AMC Entertainment Holdings, Inc., a Delaware corporation (“Holdings”), Marquee Holdings Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“Marquee”), AMC Entertainment Inc., a Delaware corporation and wholly-owned subsidiary of Marquee (the “Company”), J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (“JPMP”), Apollo Management V, L.P., a Delaware limited partnership (“Apollo” and together with JPMP, the “Original Sponsor Management Entities”) and the affiliates of Apollo listed on Schedule 1 hereto (the “Coinvestors”), and is made by and among Holdings, the Company, the Original Sponsor Management Entities, the Coinvestors, Bain Capital Partners, LLC, a Delaware limited liability company (“Bain”), TC Group, L.L.C., a Delaware limited liability company (“Carlyle”) and Applegate and Collatos, Inc., a Delaware corporation (“Spectrum” and, together with Bain and Carlyle, the
VOTING AND IRREVOCABLE PROXY AGREEMENTVoting and Irrevocable Proxy Agreement • June 13th, 2007 • Marquee Holdings Inc. • Services-motion picture theaters • Delaware
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”), 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
