Exhibit 4.2


 


Execution Version


 


AMC ENTERTAINMENT HOLDINGS, INC.


 


AS PARENT GUARANTOR


 


AND


 


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION


 


AS TRUSTEE


 


GUARANTEE AGREEMENT


 


DATED AS OF OCTOBER 20, 2022


 






     


     


    

 


UNSECURED STANDALONE GUARANTEE dated as of October 20,
2022, among AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (“AMCEH” or “Parent Guarantor”)
and U.S. Bank Trust Company, National Association, as Trustee (in such capacity, the “Trustee”) (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, this “Guarantee Agreement”).


 


Odeon Finco PLC, a public
limited liability company incorporated under the laws of England and Wales (the “Issuer”) and a direct subsidiary
of Odeon Cinemas Group Limited (the “Company”), issued on the date hereof $400,000,000 aggregate principal amount
of its 12.750% Senior Secured Notes due 2027 (the “Notes”) under the terms of the indenture dated as of the date hereof
(as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”)
by and among, among others, the Issuer, the Trustee, the Company and the guarantors that are subsidiaries of the Company party thereto
(the “Subsidiary Guarantors”).


 


The Parent Guarantor has
entered into this Guarantee Agreement to provide an unsecured guarantee of all obligations and liabilities of the Issuer under the Indenture
and the Notes on the terms set forth in this Guarantee Agreement.


 


Capitalized terms used but
not defined herein shall have the meaning assigned to them in the Indenture.


 


		1.	Guarantee



 


(a) AMCEH
hereby fully, unconditionally and irrevocably guarantees, on an unsecured basis, as primary obligor and not merely as surety, to each
Holder of the Notes and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise,
of the Secured Notes Obligations of the Issuer (all the foregoing being hereinafter collectively called the “AMCEH Guarantor
Obligations”). AMCEH agrees (to the extent permitted by law) that the AMCEH Guarantor Obligations may be extended or renewed,
in whole or in part, without notice or further assent from it, and that it will remain bound under this Guarantee Agreement notwithstanding
any extension or renewal of any AMCEH Guarantor Obligation.


 


(b) AMCEH
further agrees that the AMCEH Guarantor Obligations herein constitute a guarantee of payment when due (and not a guarantee of collection)
and waives any right to require that any resort be had by any Holder to any security held for payment thereof.


 


(c) The
AMCEH Guarantor Obligations hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason
(other than payment of the AMCEH Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of
the invalidity, illegality or unenforceability of the AMCEH Guarantor Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of AMCEH herein shall not be discharged or impaired or otherwise affected by (i) the failure of
any Holder to assert any claim or demand or to enforce any right or remedy against AMCEH or any other person under, the Indenture,
the Notes or any other agreement or otherwise; (ii) any extension or renewal granted; (iii) any rescission, waiver,
amendment or modification of any of the terms or provisions of the Indenture, the Notes or any other agreement; (iv) the
failure of any Holder to exercise any right or remedy against any other Guarantor; (v) any change in the ownership of the
Company (other than as contemplated by the Indenture); (vi) any default, failure or delay, willful or otherwise, in the
performance of the AMCEH Guarantor Obligations; or (vii) any other act or thing or omission or delay to do any other act or
thing which may or might in any manner or to any extent vary the risk of AMCEH or would otherwise operate as a discharge of AMCEH as
a matter of law or equity.


 






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(d) AMCEH
agrees that the AMCEH Guarantor Obligations shall remain in full force and effect until payment in full thereof or until AMCEH is released
from its AMCEH Guarantor Obligations in compliance with Section 2 herein. AMCEH further agrees that the AMCEH Guarantor Obligations
herein shall continue to be effective or shall be reinstated, as the case may be, if at any time payment, or any part thereof, of principal
or interest on any amount thereof is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of AMCEH
or otherwise.


 


(e) In
furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against AMCEH by virtue
hereof, upon the failure of the Issuer to pay any of the AMCEH Guarantor Obligations when and as the same shall become due, whether at
maturity, by acceleration, by redemption or otherwise, ACMEH hereby promises to and will, upon receipt of written demand by the Trustee,
forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of the unpaid amount of such AMCEH Guarantor Obligations
then due and owing.


 


(f) AMCEH
further agrees that, as between AMCEH, on the one hand, and the Holders, on the other hand, (x) the maturity of its AMCEH Guarantor
Obligations may be accelerated as provided for in the Indenture for the purposes of its Guarantee Agreement herein, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of its AMCEH Guarantor Obligations and (y) in the
event of any such declaration of acceleration of such AMCEH Guarantor Obligations, such AMCEH Guarantor Obligations (whether or not due
and payable) shall forthwith become due and payable by AMCEH for the purposes of this Guarantee Agreement.


 


(g) AMCEH
shall not pledge any of its assets to secure the AMCEH Guarantor Obligations.


 


(h) The
AMCEH Guarantor Obligations under this Guarantee Agreement shall not be Guaranteed by any other of AMCEH’s or Issuer’s subsidiary.


 


(i) Notwithstanding
any term or provision of this Guarantee Agreement, the maximum aggregate amount of the AMCEH Guarantor Obligations for which AMCEH shall
be liable shall not exceed the maximum amount for which AMCEH can be liable without rendering this Guarantee Agreement, as it relates
to AMCEH, subject to avoidance under applicable law relating to fraudulent conveyance or fraudulent transfer (including Section 548
of Title 11 of the United States Code (the “Bankruptcy Code”) or any applicable provisions of comparable state law)
(collectively, “Fraudulent Transfer Laws”), in each case after giving effect (i) to all other liabilities of
AMCEH, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities
of AMCEH in respect of intercompany indebtedness to the Issuer to the extent that such indebtedness would be discharged in an amount
equal to the amount paid by AMCEH hereunder) and (ii) to the value as assets of AMCEH (as determined under the applicable provisions
of such Fraudulent Transfer Laws).


 






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		2.	Termination, Release and Discharge



 


AMCEH
shall be automatically and unconditionally released and discharged from its obligations under this Guarantee Agreement and the
AMCEH Guarantor Obligations shall be automatically and unconditionally terminated, and no further action by AMCEH or the Trustee is required
for the release of AMCEH or the termination of this Guarantee Agreement:


 


(a)            upon
a Change of Control pursuant to which (x) AMCEH ceases to hold, directly or indirectly, 50% or more of the total voting power of
the Voting Stock of the Company or (y) the sale, lease, transfer or other conveyance, in one or more series of related transactions,
of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole;


 


(b)            upon
the full and punctual payment when due of the principal of, premium, if any, interest and Additional Amounts if any, on the Notes and
all other obligations and liabilities of the Issuer under the Indenture and the Notes;


 





(c)            upon
the Issuer exercising its legal defeasance option or covenant defeasance option in accordance with Article 8 of the Indenture;


 


(d)            upon
AMCEH paying or causing to be paying to be paid all sums payable by it under this Guarantee Agreement and AMCEH Guarantor Obligations
being discharged in accordance with the terms of the Indenture;


 


(e)            upon
the merger, amalgamation, consolidation or winding up of AMCEH with and into another Guarantor that is the surviving Person in such merger,
amalgamation, consolidation or winding up, or upon the liquidation of AMCEH; or


 


(f)            upon
release of AMCEH from the AMCEH Guarantor Obligations in accordance with Section 9.01(m) of the Indenture.


 


		3.	Miscellaneous.



 


(a)  This
Guarantee Agreement shall be governed by, and construed in accordance with, the laws of the state of New York.


 


(b)  In
case any provision in this Guarantee Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


(c)  No
amendment, modification, termination or waiver of any provision of this Guarantee Agreement, and no consent to any departure by AMCEH
therefrom, shall in any event be effective without the written concurrence of the Trustee and, in the case of any such amendment or modification,
AMCEH. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.


 






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(d)  Any
notice or communication shall be in writing and delivered in person or mailed by first-class mail or sent by facsimile (with a hard copy
delivered in person or by mail promptly thereafter) and addressed as follows:


 


if to the AMCEH:


 


AMC Entertainment Holdings, Inc. 


One AMC Way 


11500 Ash Street 


Leawood, KS 66211 


Attention: General Counsel


 


if to the Trustee:


 


U.S. Bank Trust Company, National Association 


60 Livingston Avenue 


EP-MN-WS3C 


St. Paul, MN 55107 


Attention: Donald T. Hurrelbrink


 


(e)  AMCEH
or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. All
notices, approvals, consents, requests and any communications under the Indenture must be in writing (provided that any
communication sent to the Trustee must be in the form of a document that is signed manually or by way of a digital signature
provided by DocuSign (or such other digital signature provider as specified in writing to the Trustee by AMCEH)), in English. The
party providing electronic instructions agrees to assume all risks arising out of the use of digital signatures and electronic
methods to submit communications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions,
and the risk of interception and misuse by third parties; provided, however, that the Trustee’s conduct does not
constitute willful misconduct, negligence or bad faith.


 


(f)  This
Guarantee Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts
were on a single copy of this Guarantee Agreement.


 






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


 


	 	AMC
    ENTERTAINMENT HOLDINGS, INC.
	 	 
	 	By:	/s/ Sean D. Goodman
	 	 	  Name:	Sean D. Goodman
	 	 	  Title:	Executive Vice President and Chief Financial Officer


 


[Signature Page to Guarantee
Agreement]


 






     


     


    

 


	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 
	 	 
	 	By:	/s/ Donald T. Hurrelbrink
	 	 	  Name: Donald T. Hurrelbrink
	 	 	  Title: Vice President


 


[Signature Page to Guarantee
Agreement]