EXECUTION COPY MANAGEMENT STOCKHOLDERS AGREEMENT OF MARQUEE HOLDINGS INC

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Exhibit 10.31

EXECUTION COPY

MANAGEMENT STOCKHOLDERS AGREEMENT

OF

MARQUEE HOLDINGS INC.

This Management Stockholders Agreement ("AGREEMENT") is entered into as of

December 23, 2004, and effective as of the Effective Time, by and among Marquee

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" and together with JPMP BHCA, JPMP

Global, JPMP Cayman, and any other affiliated entities designated by JPMP BHCA

to the Company in writing prior to the Effective Time, the "JPMP INVESTORS"),

Apollo Investment Fund V, L.P., a Delaware limited partnership, ("APOLLO FUND

V"), Apollo Overseas Partners V, L.P., a Cayman Island exempted limited

partnership, ("APOLLO OVERSEAS"), Apollo Netherlands Partners V(A), L.P., a

Cayman Island exempted limited partnership, ("APOLLO NETHERLANDS V(A)"), Apollo

Netherlands Partners V(B), L.P., a Cayman Island exempted limited partnership,

("APOLLO NETHERLANDS V(B)"), Apollo German Partners V GmbH & Co KG, a German

limited partnership ("APOLLO GERMAN PARTNERS" and, together with Apollo Fund V,

Apollo Overseas, Apollo Netherlands V(A) and Apollo Netherlands V(B), the

"APOLLO INVESTORS") and each of the individual purchasers who becomes a party

hereto from time to time in accordance with the terms hereof (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 8.

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, pursuant to those certain Contribution and Subscription Agreements,

dated as of December 21, 2004 (the "SUBSCRIPTION AGREEMENTS"), between the

Company and certain of the Management Stockholders, the Company has issued to

such Management Stockholders the number of shares of the Company's common stock,

par value $0.01 per share ("COMMON STOCK"), designated therein, on the terms and

conditions set forth in the Subscription Agreements;

WHEREAS, as a condition to and as an inducement to the Company's, the JPMP

Investors' and the Apollo Investors' willingness to enter into the Subscription

Agreement, the Management Stockholders are entering into this Agreement;

WHEREAS, the Company may hereafter issue to each Management Stockholder Common

Stock, as a result of the exercise by such Management Stockholder of vested

options to purchase Common Stock ("VESTED OPTIONS"), which options were issued

(or may hereafter be issued) to

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such Management Stockholder pursuant to the 2004 Stock Option Plan of Marquee

Holdings Inc. (the "OPTION PLAN") or any other employee benefit plan hereafter

adopted by the board of directors of the Company (collectively, "EMPLOYEE

OPTIONS"); and

WHEREAS, the Parties hereto now desire to enter into this Agreement to provide

for certain matters with respect to the ownership and transfer by the Management

Stockholders of all shares of Common Stock now or hereafter issued to or

acquired by the Management Stockholders as a result of the exercise of Vested

Options, the acquisition of Common Stock pursuant to the Subscription Agreement

or otherwise (collectively, the "RESTRICTED SHARES").

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. RESTRICTIONS ON TRANSFER.

(a) Each Management Stockholder hereby agrees and acknowledges

that prior to the IPO Date he or she shall not, directly or indirectly, sell,

assign, transfer, convey, pledge or otherwise dispose of (each, a "TRANSFER")

any Restricted Shares without the prior written consent of the Company, which

consent shall have been authorized by a majority of the members of the board of

Directors of the Company (the "BOARD") and which consent may be (i) withheld in

the sole discretion of the Board, or (ii) given subject to reasonable terms and

conditions determined by the Board in its sole discretion. Each Management

Stockholder further agrees that in connection with any Transfer of Restricted

Shares consented to by the Company, the Management Stockholder shall, if

requested by the Company, deliver to the Company an opinion of counsel in form

and substance reasonably satisfactory to the Company and counsel for the

Company, to the effect that the Transfer is not in violation of this Agreement,

the Securities Act, or the securities laws of any state. Any purported Transfer

in violation of the provisions of this Section 1 shall be null and void and

shall have no force or effect.

(b) Notwithstanding the foregoing, nothing in this Section 1 shall

prevent the Transfer of any Restricted Shares by any Management Stockholder (i)

to the Company; (ii) pursuant to Sections 3 or 4 of the Agreement; (iii) to any

trusts, corporations or partnerships established for estate planning purposes

and for the benefit of any member of a Management Stockholder's immediate

family, provided the Management Stockholder retains the sole and exclusive right

to vote or dispose of any Restricted Shares transferred to the trust,

corporation or partnership; and (iv) upon a Management Stockholder's death, to

the Management Stockholder's executors, administrators, testamentary trustees,

legatees and beneficiaries.

(c) Each Management Stockholder agrees that, as a condition

precedent to any Transfer described in this Section 1, each transferee described

in this Section 1 (other than the Company) shall deliver to the Company a copy

of this Agreement signed by such transferee.

(d) Prior to any proposed Transfer of any Restricted Shares (other

than pursuant to Section 1(b)(iv)), the Management Stockholder (or his or her

transferee) holding such Restricted Shares to be Transferred shall give written

notice to the Company of his or her

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intention to effect such Transfer, which shall set forth in reasonable detail

the terms and conditions of such proposed Transfer, including the proposed

amount and form of consideration, terms and conditions of payment and a summary

of any other material terms pertaining to the Transfer.

SECTION 2. COMPANY CALL RIGHT AND INVOLUNTARY TRANSFERS.

(a) Prior to the IPO Date the Company shall have the right but not

the obligation to repurchase Restricted Shares and/or cancel outstanding

Employee Options held by the Management Stockholder or his or her successor in

interest thereunder (the "CALL RIGHT") as set forth in this Section 2. The Call

Right shall be exercised by written notice (the "CALL NOTICE") to the Management

Stockholder given in accordance with Section 9(h) of this Agreement on or prior

to the last date on which the Call Right may be exercised by the Company.

(b) Upon the Management Stockholder's Termination of Service for

any reason, and for a period of six months thereafter, the Company shall have a

Call Right to repurchase Restricted Shares in exchange for the Repurchase Price

and to cancel Vested Options in exchange for the Cancellation Payment. The Call

Right pursuant to this Section 2(b) may be exercised only once but may be

exercised with respect to all or less than all of the Restricted Shares or

Vested Options outstanding on the date of the Call Notice.

(c) In addition, the Company shall have a Call Right effective

immediately prior to a Change of Control occurring after January 31, 2005 to

repurchase Restricted Shares in exchange for the Repurchase Price and to cancel

Employee Options in exchange for the Cancellation Payment. The Call Right

pursuant to this Section 2(c) may be exercised only once but may be exercised

with respect to all or less than all of the Restricted Shares or Vested Options

outstanding on the date of the Call Notice.

(d) The Repurchase Price under Section 2(b) shall be determined as

follows: (i) in the event the Management Stockholder's Termination of Service is

by reason of his or her death, disability, Good Reason or involuntary

termination by the Company without Cause, the Repurchase Price shall be the Fair

Market Value of the Restricted Shares on the date of the Call Notice; and (ii)

in the event the Management Stockholders' Termination of Service is for any

other reason, the Repurchase Price shall be the lesser of (A) the Fair Market

Value of the Restricted Shares on the date of the Call Notice and (B) the

purchase price paid for the Restricted Shares (and if shares of AMC were

contributed under the Subscription Agreement, for purposes of determining the

purchase price paid for Restricted Shares, the value of each contributed AMC

share shall equal $19.50). The Repurchase Price under Section 2(c) shall be the

Fair Market Value of the Restricted Shares on the date of the Call Notice. The

Cancellation Payment for Vested Options upon exercise of the Call Right shall be

equal to the excess of the applicable Repurchase Price over the exercise price

of such Vested Options; and the Cancellation Payment for all other Employee

Options upon exercise of the Call Right shall be zero and such Employee Options

will be canceled without payment therefor.

(e) Subject to Section 2(g) below, the repurchase of Restricted

Shares and cancellation of Vested Options pursuant to the exercise of a Call

Right shall take place on a date specified by the Company, but in no event

following the later of the 60th day following the date

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of the Call Notice or the 10th day following the receipt by the Company of all

necessary Governmental Approvals. On such date, the Management Stockholder shall

transfer the Restricted Shares subject to the Call Notice to the Company, free

and clear of all liens and encumbrances, by delivering to the Company the

certificates representing the Restricted Shares to be purchased, duly endorsed

for transfer to the Company or accompanied by a stock power duly executed in

blank, with such other documents and information as the Company may reasonably

request, the Company shall pay to the Management Stockholder the Repurchase

Price; and the Employee Options subject to the Call Notice shall be cancelled

and the Company shall pay the Management Stockholder the Cancellation Price

therefor. The Company and the Management Stockholder each shall use his, her or

its reasonable efforts to expedite all proceedings contemplated hereunder at the

earliest practicable date.

(f) (i) In the case of any transfer of title or beneficial

ownership of Restricted Shares upon default, foreclosure, forfeit, divorce,

court order or otherwise, other than by a voluntary decision on the part of a

Management Stockholder (each, an "INVOLUNTARY TRANSFER"), the Management

Stockholder shall promptly (but in no event later than two days after the

Involuntary Transfer) furnish written notice (the "INVOLUNTARY TRANSFER NOTICE")

to the Company indicating that the Involuntary Transfer has occurred, specifying

the name of the person to whom the shares were transferred (the "INVOLUNTARY

TRANSFEREE"), giving a detailed description of the circumstances giving rise to,

and stating the legal basis for, the Involuntary Transfer.

(ii) Upon the receipt of the Involuntary Transfer Notice,

and for a period of six months thereafter, the Company shall have the right to

repurchase, and the Involuntary Transferee shall have the obligation to sell,

all (but not less than all) of the Restricted Shares acquired by the Involuntary

Transferee for a repurchase price equal to the Fair Market Value of such

Restricted Shares as of the date of the Involuntary Transfer (the "INVOLUNTARY

TRANSFER REPURCHASE PRICE" and such right, the "INVOLUNTARY TRANSFER REPURCHASE

RIGHT"). The Involuntary Transfer Repurchase Right shall be exercised by written

notice (the "INVOLUNTARY TRANSFER REPURCHASE NOTICE") to the Involuntary

Transferee given in accordance with Section 9(h) of this Agreement on or prior

to the last date on which the Involuntary Transfer Repurchase Right may be

exercised by the Company.

(iii) Subject to Section 2(g) below, the repurchase of

Restricted Shares pursuant to the exercise of the Involuntary Transfer

Repurchase Right shall take place on a date specified by the Company, but in no

event following the later of the 60th day following the date of the date of the

Involuntary Transfer Repurchase Notice or the 10th day following the receipt by

the Company of all necessary Governmental Approvals. On such date, the

Involuntary Transferee shall transfer the Restricted Shares subject to the

Involuntary Transfer Repurchase Notice to the Company, free and clear of all

liens and encumbrances, by delivering to the Company the certificates

representing the Restricted Shares to be purchased, duly endorsed for transfer

to the Company or accompanied by a stock power duly executed in blank, with such

other documents and information as the Company may reasonably request, and the

Company shall pay to the Involuntary Transferee the Involuntary Transfer

Repurchase Price. The Company and the Involuntary Transferee each shall use his,

her or its reasonable efforts to expedite all proceedings contemplated hereunder

at the earliest practicable date. If the Involuntary Transferee does not

transfer the Restricted Shares to the Company as required, such

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Restricted Shares shall be deemed to be cancelled and the Company shall make

payment in respect of such Restricted Shares, without any interest accrued

thereon, upon delivery thereof.

(g) Notwithstanding anything to the contrary herein,

(i) The Company shall not be permitted to purchase any

Restricted Shares held by any Management Stockholder or Involuntary Transferee

upon exercise of the Call Right or the Involuntary Transfer Repurchase Right if

the Board determines that:

(A) The purchase of Restricted Shares would render

the Company or its subsidiaries unable to meet their obligations in the ordinary

course of business taking into account any pending or proposed transactions,

capital expenditures or other budgeted cash outlays by the Company, including,

without limitation, any proposed acquisition of any other entity by the Company

or any of its subsidiaries;

(B) The Company is prohibited from purchasing the

Restricted Shares by applicable law restricting the purchase by a corporation of

its own shares; or

(C) The purchase of Restricted Shares would

constitute a breach of, default, or event of default under, or is otherwise

prohibited or limited by, the terms of any loan agreement, indenture, or other

agreement or instrument to which the Company or any of its subsidiaries is a

party (the "FINANCING DOCUMENTS") or the Company is not able to obtain the

requisite consent of any of its senior lenders to the purchase of the Restricted

Shares.

The events described in (A) through (C) above each constitute a "REPURCHASE

DISABILITY."

(ii) In the event of a Repurchase Disability, the Company

shall notify in writing the Management Stockholder or Involuntary Transferee

with respect to whom the Call Right or the Involuntary Transfer Repurchase Right

has been exercised (a "DISABILITY NOTICE"). The Disability Notice shall specify

the nature of the Repurchase Disability. The Company shall thereafter repurchase

the Restricted Shares (and/or cancel Employee Options) described in the Call

Notice or Involuntary Transfer Repurchase Notice as soon as reasonably

practicable after all Repurchase Disabilities cease to exist (or the Company may

elect, but shall have no obligation, to cause its nominee to repurchase the

Restricted Shares (and/or cancel Employee Options) while any Repurchase

Disabilities continue to exist). In the event the Company suspends its

obligations to repurchase the Restricted Shares (and/or cancel Employee Options)

pursuant to a Repurchase Disability, (A) the Company shall provide written

notice to each applicable Management Stockholder or Involuntary Transferee as

soon as practicable after all Repurchase Disabilities cease to exist (the

"REINSTATEMENT NOTICE"); (B) the Fair Market Value of the Restricted Shares

subject to the Call Notice or Involuntary Transfer Repurchase Notice shall be

determined as of the date the Reinstatement Notice is delivered to the

Management Stockholder or Involuntary Transferee, which Fair Market Value shall

be used to determine the Repurchase Price or Involuntary Transfer Repurchase

Price in the manner described above; and (C) the repurchase shall occur on a

date specified by the Company within 10 days following the determination of the

Fair Market Value of the Shares.

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SECTION 3. EXIT SALE.

(a) If at any time (i) from the date hereof until the earlier to

occur of (A) five years from the Effective Time and (B) the IPO Date (such

period, the "BLOCKOUT PERIOD"), the Principal Investors acting together or a

Principal Investor if at such time there exists only one Principal Investor, or

(ii) following the Blockout Period, any Investors owning, in the aggregate, at

least 50% of the then outstanding Common Stock (in the case of either (i) or

(ii), collectively, the "EXIT SELLERS") propose a sale to any Independent Third

Party (an "EXIT SALE TRANSFEREE") in a bona fide arm's length transaction or

series of transactions (including pursuant to a purchase agreement, tender

offer, merger or other business combination transaction or otherwise) of all of

the Common Stock such Exit Sellers own (an "EXIT SALE"), then the Company upon

direction of the Exit Sellers may elect to require each Management Stockholder

to sell all, but not less than all, of such Management Stockholder's Restricted

Shares (including Restricted Shares issuable upon exercise of Vested Options

held by the Management Stockholder and including Restricted Shares issuable upon

exercise of Employee Options that vest as a result of the consummation of the

Exit Sale), as a part of the Exit Sale to such Exit Sale Transferee, at the

purchase price and upon the terms and subject to the conditions of the Exit Sale

(all of which shall be set forth in the Drag-Along Notice) and may also require

each Management Stockholder to vote in favor of such Exit Sale or act by written

consent approving the same with respect to all Restricted Shares owned by such

Management Stockholder, as necessary or desirable to authorize, approve and

adopt the Exit Sale. In the event that any Management Stockholder shall fail to

vote the Shares held by him or her in favor of the Exit Sale, such Management

Stockholder shall, upon such failure to so vote, be deemed immediately to have

granted the Exit Sellers a proxy to vote such Management Stockholder's Shares in

favor of the Exit Sale. Each Management Stockholder acknowledges that each such

proxy granted hereby, including any successive proxy, if necessary, is being

given to secure the performance of an obligation hereunder, is coupled with an

interest, and shall be irrevocable until such obligation is performed. Without

limiting the foregoing, if an Exit Sale or an AMC Sale involving a sale of the

entire Company or all or substantially all of its assets to an Independent Third

Party requires the approval of the Company's stockholders, each Management

Stockholder shall waive any dissenters' rights, appraisal rights or similar

rights in connection with such merger or consolidation. In the event that a sale

is proposed pursuant to this Section 3(a), all outstanding proposals to Transfer

Restricted Shares shall immediately be withdrawn and no Transfer of Restricted

Shares shall be consummated until the expiration of the time period provided for

in Section 3(e).

(b) The rights set forth in Section 3(a) shall be exercised by the

Exit Sellers giving written notice (the "DRAG-ALONG NOTICE") to the Company, at

least ten (10) Business Days prior to the date on which the Exit Sellers expect

to consummate the Exit Sale. In the event that the terms and/or conditions set

forth in the Drag-Along Notice are thereafter amended in any material respect,

the Exit Sellers shall give written notice (an "AMENDED DRAG-ALONG NOTICE") of

the amended terms and conditions of the proposed Transfer to the Company. Each

Drag-Along Notice and Amended Drag-Along Notice shall set forth: (i) the name of

the Exit Sale Transferee and the number of shares of Common Stock proposed to be

purchased by such Exit Sale Transferee, (ii) the proposed amount of

consideration and material terms and conditions of payment offered by the Exit

Sale Transferee and (iii) a summary of any other material terms pertaining to

the Transfer (the "THIRD PARTY TERMS"). Upon receipt of any Drag-Along Notice or

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Amended Drag-Along Notice, the Company shall deliver a copy of same to each

Management Stockholder at least five (5) Business Days prior to the proposed

date of such Transfer.

(c) All Transfers of Shares to the Exit Sale Transferee pursuant

to this Section 3 shall be consummated simultaneously at the offices of the

Company, unless the Exit Sellers, elect otherwise, on the later of (i) a

Business Day not less than ten (10) or more than sixty (60) days after the

Drag-Along Notice is received by the Company or (ii) the third Business Day

following receipt of all material Governmental Approvals, or at such other time

and/or place as each of the parties to such Transfers may agree. The delivery of

stock certificates shall be made on such date, against payment of the purchase

price for such Shares MINUS the aggregate exercise price of any Vested Options

being Transferred by the Management Stockholder, duly endorsed for Transfer or

with duly executed stock powers or similar instruments, or such other instrument

of Transfer of such Shares as may be reasonably requested by the Exit Sellers

and acceptable to the Company, with all stock transfer taxes paid and stamps

affixed, and in the case of Vested Options subject to a Drag-Along Notice, an

instrument acceptable to the Company evidencing the cancellation of Vested

Options. Each Management Stockholder shall receive the same amount of

consideration received by the Exit Sellers per Share (minus the exercise price

of Vested Options subject to the Drag-Along Notice). To the extent that the

parties (or any successors thereto) to a sale pursuant to this Section 3 are to

provide any indemnification or otherwise assume any other post-closing

liabilities, Exit Sellers and all Management Stockholders and other Investors

selling Shares in a transaction under this Section 3 shall do so severally and

not jointly (and on a pro rata basis in accordance with the Shares (including

Shares subject to Employee Options) being sold by each) and their respective

potential liability thereunder shall not exceed the proceeds received.

Furthermore, each Management Stockholder shall only be required to give

customary representations and warranties, including, but not limited to, title

to Shares (including Shares subject to Employee Options) conveyed, legal

authority and capacity, and non-contravention of other agreements to which he or

she is a party; PROVIDED, that in connection with such transaction no Management

Stockholder shall be required to enter into any non-competition agreement. Each

Management Stockholder shall be required to enter into any instrument,

undertaking or obligation necessary or reasonably requested and deliver all

documents necessary or reasonably requested in connection with such sale (as

specified in the Drag-Along Notice) in connection with this Section 3.

(d) Notwithstanding the foregoing, no Drag-Along Rights under this

Section 3 shall apply with respect to any Permitted Transfer within the meaning

of clause (ii), (iii) or (v) of the definition of "Permitted Transfer" herein.

(e) If at the end of the 90th day after the Company's receipt of

the Drag-Along Notice, the Exit Sellers have not completed the proposed

Transfer, the Drag-Along Notice shall be null and void, and it shall be

necessary for a separate Drag-Along Notice to be delivered, and the terms and

provisions of this Section 3 separately complied with, in order to consummate

such Transfer pursuant to this Section 3; PROVIDED, that such 90 day time period

may be extended at the option of the Exit Sellers for a reasonable period of

time not to exceed an additional 90 days to the extent that the failure to

complete the proposed Transfer is cause by the failure to obtain the necessary

Governmental Approvals.

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SECTION 4. TAG-ALONG RIGHTS.

(a) Subject to the prior exercise of the Company's Call Right

pursuant to Section 2 and subject to Section 4(c), if at any time an Investor

(referred to in this Section 4 as the "TAG-ALONG SELLER") proposes to transfer

shares of Common Stock held by such Tag-Along Seller to any Person other than

the Company or another Investor, whether in one transaction or in a series of

related transactions, then the Company shall give the Management Stockholders

notice (the "TAG-ALONG NOTICE") of their opportunity to participate in a

tag-along sale pursuant to this Section 4 (a "TAG-ALONG SALE"). Notwithstanding

the foregoing, the provisions of this Section 4 shall also apply where the

Tag-Along Seller is a Principal Investor and the transferee is the Company. The

Tag-Along Notice shall be delivered within two (2) Business Days of the

expiration of the Investor Election Period or the Second Investor Election

Period, as the case may be, each as defined in the Investor Stockholders

Agreement. Each Management Stockholder shall have the right, exercisable upon

written notice to the Tag-Along Seller within seven (7) Business Days after the

expiration of the Investor Election Period or the Second Investor Election

Period, as the case may be (the "TAG-ALONG ELECTION PERIOD"), to participate in

the Tag-Along Sale to any Person (the "TAG-ALONG TRANSFEREE") on the terms and

conditions applicable to such Transfer and as set forth in the Tag-Along Notice

(such participation rights being hereinafter referred to as "TAG-ALONG RIGHTS").

Any Management Stockholder that has not notified the Tag-Along Seller of his,

her or its intent to exercise Tag-Along Rights within the Tag-Along Election

Period shall be deemed to have elected not to exercise such Tag-Along Rights

with respect to such Tag-Along Sale. Each Management Stockholder may sell in the

Tag-Along Sale up to the number of whole Restricted Shares, including any (A)

Restricted Shares issuable upon exercise of Vested Options or (B) any Restricted

Shares that will be issuable pursuant to Employee Options that vest as a result

of the consummation of the Transfer to the Tag-Along Transferee (collectively,

the "Management Shares") in an amount equal to the product of (i) the aggregate

number of Management Shares owned by the Management Stockholder on the date of

the Tag-Along Sale and (ii) a fraction, the numerator of which is equal to the

number of shares of Common Stock proposed to be sold by the Tag-Along Seller and

the denominator of which is the aggregate number of shares of Common Stock owned

by the Tag-Along Seller (the "ELIGIBLE SHARES"). If one or more other Investors

and Management Stockholders elects not to include the maximum number of his, her

or its eligible Shares in a proposed sale, the Tag-Along Seller shall (as

required by the Investor Stockholders Agreement) give prompt notice to each

other participating Management Stockholder and each participating Management

Stockholder may sell in the proposed sale a number of additional Management

Shares equal to his, her or its pro rata portion (based upon the aggregate

number of Management Shares owned by such Management Stockholder relative to the

aggregate number of shares of Common Stock and Management Shares owned by all

Management Stockholders and Investors) of the number of Shares and Management

Shares held by Management Stockholders and other Investors eligible to be

included in the proposed sale. Such additional Management Shares which any such

Management Stockholder(s) proposes to sell shall not be included in the

calculation of Eligible Shares. To the extent that the total number of Shares

proposed to be sold by the Tag-Along Seller and the number of Shares and

Management Shares proposed to be sold by all of the other Investors and

Management Stockholders collectively exceeds the number of Shares and Management

Shares that the Tag-Along Transferee is willing to purchase, the number of

Shares and Management Shares that the Tag-Along Seller and each other Investor

and Management Stockholder propose to sell will be reduced pro rata based upon

the relative number

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of Shares and Management Shares that the Tag-Along Seller and each other

Investor and Management Stockholder had proposed to sell.

(b) At the closing of the Tag-Along Sale, the delivery of stock

certificates shall be made on such date by each Management Stockholder

exercising Tag-Along Rights, against payment of the purchase price for such

Shares MINUS the aggregate exercise price of any Vested Options being

Transferred by the Management Stockholder, duly endorsed for transfer or with

duly executed stock powers or similar instruments, or such other instrument of

transfer of such Shares (including Shares issuable upon exercise of Employee

Options) as may be reasonably requested by the Tag-Along Transferee and the

Company, with all stock transfer taxes paid and stamps affixed and/or against

delivery of an instrument evidencing the cancellation of the Vested Options

subject to the Tag-Along Right reasonably acceptable to the Company. The

consummation of such proposed Tag-Along Sale shall be subject to the sole

discretion of the Tag-Along Seller, who shall have no liability or obligation

whatsoever to any Management Stockholder participating therein in connection

with such Management Stockholder's transfer of Restricted Shares or Vested

Options. Each Management Stockholder shall receive the same amount and form of

consideration received by the Tag-Along Seller per each share of Common Stock on

the same terms and conditions as the Tag-Along Seller (minus the aggregate

exercise price of any Vested Options subject to such Tag-Along Sale). To the

extent that the parties (or any successors thereto) to the Tag-Along Sale are to

provide any indemnification or otherwise assume any other post-closing

liabilities, the Tag-Along Seller and all other Investors and Management

Stockholders participating in a transaction under this Section 4 shall do so

severally and not jointly (and on a pro rata basis in accordance with the Shares

(including Shares issuable upon exercise of Vested Options) being sold by each),

and their respective potential liability thereunder shall not exceed the

proceeds received; PROVIDED, that in connection with such transaction no

Management Stockholder shall be required to enter into any non-competition

agreement. If any Governmental Approval is required in connection with any such

Tag-Along Sale and such Governmental Approval has not been completed or obtained

on or prior to the date scheduled for closing, the closing of the Tag-Along Sale

shall take place on the third Business Day after such Governmental Approval has

been completed or obtained. Each participating Management Stockholder shall be

required to enter into any instrument, undertaking, obligation or make any

filing necessary or reasonably requested and deliver all documents necessary or

reasonably requested in connection with such sale (as specified in the Tag-Along

Notice) as a condition to the exercise of such holder's rights to Transfer

Restricted Shares (including Shares subject to Employee Options) under this

Section 4.

(c) Notwithstanding the foregoing, no Tag-Along Rights of any

Management Stockholder shall apply hereunder with respect to any sales pursuant

to (i) any Permitted Transfer within the meaning of clause (ii), (iii), (iv) or

(v) of the definition of "Permitted Transfer" herein, (ii) any sale pursuant to

Section 3 of this Agreement or Section 4 of the Investor Stockholders Agreement.

(d) If at the end of the 90th day after the end of the Investor

Election Period or the Second Investor Election Period, as the case may be, the

Tag-Along Seller has not completed the proposed Tag-Along Sale, the Tag-Along

Notice shall be null and void, and it shall be necessary for a separate

Tag-Along Notice to be delivered, and the terms and provisions of this Section 4

separately complied with, in order to consummate a Transfer pursuant to this

Section 4.

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SECTION 5. COOPERATION.

(a) If the Company or the holders of the Company's securities

enter into any transaction for which Rule 506 (or any similar rule then in

effect) promulgated under the Securities Act, may be available with respect to

the transaction (including a merger, consolidation, or other reorganization),

each Management Stockholder shall, if requested by the Company, appoint a

purchaser representative (as defined in Rule 501 of the Securities Act)

reasonably acceptable to the Company. If the purchaser repre