Exhibit
10.2








 


Execution Version


 


This
TENTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 8, 2021 (this “Amendment”), is entered into
by and among AMC Entertainment Holdings, Inc., a Delaware corporation (the “Borrower”), the other
Loan Parties party hereto and the Lenders (as defined below) party hereto.


 


WHEREAS,
the Borrower has entered into that certain Credit Agreement dated as of April 30, 2013 (as amended, restated, amended and
restated, supplemented or otherwise modified prior to the date hereof and by that certain Ninth Amendment to Credit Agreement,
dated as of the date hereof (the “Ninth Amendment”), the “Existing Credit Agreement”,
and as amended by this Amendment and as further amended, restated, supplemented, amended and restated or otherwise modified from
time to time, the “Credit Agreement”) with each lender from time to time party thereto (collectively,
the “Lenders” and each, individually, a “Lender”), the Issuing Banks (as defined
therein) from time to time party thereto, Wilmington Savings Fund Society, FSB, as administrative agent (in such capacity, the
 “Administrative Agent”) and Collateral Agent and the other parties from time to time party thereto;


 


WHEREAS,
in consideration of the execution and effectiveness of the Ninth Amendment and the waiver and other relief granted to the Borrower
by the Lenders party hereto in respect of Section 6.10 of the Existing Credit Agreement, the Borrower and the Lenders constituting
the “Required Revolving Lenders” have agreed to make, certain additional amendments, supplements and/or
modification to the covenant set forth in Section 6.10 to the Existing Credit Agreement in accordance the express terms of
Section 9.02(g) of the Existing Credit Agreement on and subject to the terms and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration
provided herein or substantially concurrently herewith, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:


 


Section 1.         Defined
Terms.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.


 


Section 2.         Amendments.
Effective as of the Amendment No. 10 Effective Date (as defined below), the Borrower
and the Required Revolving Lenders hereby agree that the Existing Credit Agreement shall be amended, supplemented and/or modified
as follows:


 


(a)          The
following definitions are hereby added in the appropriate alphabetical order to Section 1.01 of the Existing Credit Agreement:


 


“Amendment
No. 10” means Amendment No. 10 to this Agreement, dated as of March 8, 2021, among the Borrower, other
Loan Parties party thereto and the Lenders party thereto.


 


“Amendment
No. 10 Effective Date” has the meaning assigned thereto in Amendment No. 10.


 


(b)           Section 6.10(b) of
the Existing Credit Agreement is hereby amended and restated as follows:


 


“(b)     In
accordance with Section 9.02(b) and (g), no Loan Document nor any provision thereof may be waived, amended or modified
(and, for the avoidance of doubt, (i) the Borrower and other Loan Parties shall not (x) agree or consent to any waiver,
amendment or modification to any Loan Document or (y) direct the Administrative Agent or Collateral Agent to execute any such
waiver, amendment or modification and (ii) the Revolving Lenders have not authorized and do not authorize the Administrative
Agent or the Collateral Agent to execute any such waiver, amendment or modification) without the express written consent of Required
Specified Revolving Lenders to:


 






     


     


    




 


(i)            subordinate
(whether by payment, Lien or structural subordination) the Secured Obligations in respect of the Revolving Credit Facility or the
Liens on the Collateral securing the Secured Obligations in respect of the Revolving Loans, in each case, to any other Indebtedness
for borrowed money (or any guarantee thereof) (including, without limitation, any ‘debtor in possession’ financing
(“DIP Financing”) or any exit financing (in each case, whether in the form of new money or a roll-up of any outstanding
obligations)),


 


(ii)            (A) amend,
modify or waive any Loan Document (or any provision thereof) in a manner that disproportionately (in the good faith determination
of the Borrower) effects the Revolving Lenders in a materially adverse manner or (B) amend, modify or waive any Loan Document
(or any provision thereof) whereby the Loans and/or Commitments of the Lenders executing such amendment, modification or waiver
(or, to the extent such amendment, modification or waiver is not executed by Lenders, Lenders otherwise consenting to such amendment,
modification or waiver) are, in whole or in part, prepaid, repaid, purchased, exchanged or terminated in connection with such amendment,
modification or waiver,


 


(iii)           permit
the incurrence, assumption or existence any Indebtedness for borrowed money that is pari passu or senior in right of payment or
security with the Secured Obligations in respect of the Revolving Credit Facility (other than any such Indebtedness existing as
of the Amendment No. 10 Effective Date and any Permitted Refinancing thereof), or


 


(iv)            permit
any Investment in or Disposition of any asset to a Person that is not a Loan Party (including any Unrestricted Subsidiary and any
Restricted Subsidiary that is not a Guarantor) to facilitate a new financing incurred by a Subsidiary of the Borrower (including
a debtor in possession financing) or to guarantee an existing financing, or undertaken in connection with a liability management
financing transaction.


 


Regardless
of whether the provisions of this Section 6.10(b) are fully binding on, and enforceable against, any or all Secured Parties
and Loan Parties, if any Loan Party takes any action that would be in violation of any provision of Section 6.10(b), then
an Event of Default shall be deemed to automatically occur under this Section 6.10. For the avoidance of doubt, (x) this
Section 6.10(b) shall not modify the rights of Secured Parties (other than the Revolving Lenders) to subordinate (or
otherwise consent to the subordination) their Secured Obligations or, to the extent such Lien secures such Secured Obligations,
the Lien securing such Secured Obligations and (y) the consent of Required Specified Revolving Lenders shall be in addition
to any consents required pursuant to Section 9.02(b).”


 


Section 3.         Representations
and Warranties.


 


(a)          The
representations and warranties of each Loan Party set forth in the Loan Documents are, after giving effect to this Amendment on
the Amendment No. 10 Effective Date, true and correct in all material respects on and as of such date, except to the extent
such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were
true and correct in all material respects as of such earlier date; provided that any representation and warranty that is
qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct
in all respects on the Amendment No. 10 Effective Date or on such earlier date, as the case may be.


 


(b)          After
giving effect to this Amendment and the transactions contemplated herein on Amendment No. 10 Effective Date, no Default or
Event of Default has occurred and is continuing on the Amendment No. 10 Effective Date.


 






    	 	2	 



     


    




 


Section 4.         Conditions
to Effectiveness. The Amendments shall become effective on the date on which each
of the following conditions is satisfied (the “Amendment No. 10 Effective Date”):


 


 


(a)           The
Borrower and each Lender party hereto (which shall constitute the Required Revolving Lenders) have signed counterparts of this
Amendment.


 


(b)           The
Lenders party hereto (or their counsel) shall have received from the Loan Parties, executed, delivered and released signature pages of
the Loan Parties to the Ninth Amendment.


 


Section 5.         Governing
Law. This Amendment shall be construed in accordance with and governed by the law
of the State of New York. The provisions of Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Amendment to the
same extent as if fully set forth herein.


 


Section 6.        Counterparts.
This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this
Amendment by facsimile transmission or other electronic imaging means shall be effective as delivery of a manually executed counterpart
hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of
like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby
shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use
of a paper-based record-keeping system, as the case may be, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the
Administrative Agent to accept electronic signatures in any form or format without its prior written consent.


 


Section 7.         Effect
of Amendment.


 


(a)          Except
as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of, the Lenders or the Agents under the Existing Credit Agreement or any other Loan Document, and
shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained
in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue
in full force and effect. The parties hereto acknowledge and agree that the amendment of the Existing Credit Agreement pursuant
to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute
a novation of the Existing Credit Agreement and the other Loan Documents as in effect prior to the Amendment No. 10 Effective
Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement
or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
This Amendment shall apply to and be effective only with respect to the provisions of the Existing Credit Agreement and the other
Loan Documents specifically referred to herein.


 


(b)          On
and after the Amendment No. 10 Effective Date, each reference in the Credit Agreement to “this Agreement”,
 “hereunder”, “hereof”, “herein” or words of like
import, and each reference to the Credit Agreement, “thereunder”, “thereof”,
 “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit
Agreement, as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the
Credit Agreement and the other Loan Documents.


 


(c)          The
Borrower acknowledges and agrees that the execution by the Revolving Lenders party to the Ninth Amendment and the waivers, amendments,
supplements and modifications contained therein were in consideration for the Borrower’s concurrent agreement to amend, supplement
and/or modify Section 6.10 of the Credit Agreement as set forth in this Amendment.


 






    	 	3	 



     


    




 





Section 8.          Expenses
and Indemnification. The provisions of Section 8 of the Ninth Agreement shall
apply to this Amendment to the same extent as if fully set forth herein.


 


Section 9.          Release


 


In consideration of
agreements contained herein of the Revolving Lenders party hereto and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and their respective agents, representatives,
officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”),
hereby forever agrees and covenants not to sue or prosecute against any Releasee (as defined below), and hereby forever waives,
releases and discharges, to the fullest extent permitted by law, each Releasee from, any and all claims (including, without limitation,
crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens,
promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies,
variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that any Releasor now has or hereafter may
have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law
or in equity (collectively, the “Claims”), against each Revolving Lender party hereto and each such Revolving
Lender’s respective affiliates, subsidiaries, and shareholders, and each and all of the officers, directors, employees, agents,
attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”),
based in whole or in part on facts, whether or not now known, existing on or before the date hereof, that relate to, arise out
of or otherwise in connection with this Amendment, the Credit Agreement, any of the Loan Documents or any of the transactions hereunder
or thereunder.


 


[Remainder of page intentionally
left blank.]


 









    	 	4	 



     


    




 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the date first above written.


 


	 	AMC ENTERTAINMENT
    HOLDINGS, INC.
	 	 
	 	 
	 	By:	/s/
    Sean D. Goodman
	 	 	Name: Sean D. Goodman
	 	 	Title: Executive Vice
    President and Chief Financial Officer
	 	 
	 	AMERICAN
    MULTI-CINEMA, INC.
	 	AMC LICENSE
    SERVICES, LLC
	 	AMC ITD,
    LLC
	 	 
	 	 
	 	By:	/s/
    Sean D. Goodman
	 	 	Name: Sean D. Goodman
	 	 	Title: Chief Financial
    Officer
	 	 
	 	AMC CARD
    PROCESSING SERVICES, INC.
	 	 
	 	 
	 	By:	/s/
    Sean D. Goodman
	 	 	Name: Sean D. Goodman
	 	 	Title: President and
    Chief Financial Officer


 


[Signature Page To Amendment No. 10]


 









     


     


    

 


	 	CITIBANK, N.A.,
    as a Revolving Lender
	 	 
	 	By:	/s/ Elizabeth
    Minnella Gonzalez
	 	 	Name: Elizabeth Minnella
    Gonzalez
	 	 	Title: Vice President &
    Managing Director






 


[Signature Page To Amendment No. 10]


 









     


     


    

 


	 	BARCLAYS BANK PLC, as a Revolving Lender
	 	 	 
	 	By:	/s/ Robert Silverman
	 	 	Name: Robert Silverman
	 	 	Title: Authorized Signatory






 


[Signature Page To Amendment No. 10]


 









     


     


    

 


	 	Credit
    Suisse AG, Cayman Islands Branch, as a Revolving Lender
	 	 	 
	 	By:	/s/
    Megan Kane
	 	 	Name:  Megan
    Kane
	 	 	Title:    Authorized
    Signatory
	 	 	 
	 	By:	/s/
    Ranjit Lakhanpal
	 	 	Name:  Ranjit
    Lakhanpal
	 	 	Title:    Authorized
    Signatory






 


[Signature Page To Amendment No. 10]


 









     


     


    

 


	 	GOLDMAN SACHS BANK USA, as a Revolving Lender
	 	 
	 	By:	/s/ Dan Martis
	 	 	Name: Dan Martis
	 	 	Title: Authorized Signatory






 


[Signature Page To Amendment No. 10]