Preview | Registration Rights Agreement |

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.

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 Companys 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 Companys 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.

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