Exhibit 10.1


 


EXECUTION VERSION


 


Transaction Support and Standstill
Agreement


  


This Transaction Support
and Standstill Agreement (as amended, modified or supplemented from time to time, including the exhibits and schedules attached
hereto (which are expressly incorporated herein and made part hereof), this “Agreement”) is made as of July 10,
2020, by and between AMC Entertainment Holdings, Inc. (the “Issuer”) and certain of its subsidiaries (collectively
with the Issuer, the “Company”) and each of the undersigned parties, as Holders of Existing Subordinated Notes
(each such undersigned Holder, a “Consenting Noteholder” and, together, the “Consenting Noteholders”).
The Company and each Consenting Noteholder also are collectively referred to herein as “Parties” and each, individually
as a “Party”. Any capitalized terms used herein but not otherwise defined shall have the meaning ascribed to
such term in Schedule 1 hereto.


 


A.            On
June 3, 2020 the Company commenced private exchange offers and related consent solicitations (the “Existing Exchange
Offers”) with respect to its outstanding Existing Subordinated Notes, pursuant to which the Company offered to issue
Second Lien Secured Notes to eligible Holders of Existing Subordinated Notes in exchange for such Holders’ Existing Subordinated
Notes, as described in an offering memorandum regarding the Existing Exchange Offers (the “Existing Offering Memorandum”).
As of the date hereof, the Existing Exchange Offers are scheduled to expire at 11:59 p.m. (Eastern Time), on July 10,
2020.


 


B.            The
aggregate amount of Existing Subordinated Notes of each Consenting Noteholder as of the date hereof is set out on the signature
pages hereto (such Existing Subordinated Notes, collectively, the “Restricted Debt Holdings”).


 


C.            Each
Consenting Noteholder is a member of an ad hoc group of certain unaffiliated Holders of Existing Subordinated Notes (the “Ad
Hoc Group”) advised by Milbank LLP (“Milbank”), as legal counsel, and Guggenheim Securities, LLC (“Guggenheim”),
as financial advisor.


 


D.            Subject
to the terms and conditions of this Agreement and the other Definitive Documents, the Parties have agreed to certain terms and
conditions set forth in the term sheet attached as Exhibit A hereto (the “Term Sheet”) relating
to a transaction (the “Transaction”) that, among other things, provides for (i) an amendment to the Existing
Exchange Offers (as amended, the “Amended Exchange Offer”), pursuant to which any and all of the Existing Subordinated
Notes will be exchanged for Second Lien Subordinated Notes in the aggregate principal amount of approximately $1.7 billion, (ii) a
$200 million rights offering to Holders of Existing Subordinated Notes that agree to tender their Existing Subordinated Notes in
the Amended Exchange Offer to purchase New First Lien Notes (the “Rights Offering”), (iii) a backstop commitment
by certain Consenting Noteholders in the Ad Hoc Group to purchase New First Lien Notes in accordance with the allocation percentages
set forth on Schedule 2 to the Backstop Commitment Agreement (the “Backstop Allocations”) if such notes
are not otherwise subscribed for by Holders of Existing Subordinated Notes in the Rights Offering, and (iv) certain other
terms and conditions as set forth in the Term Sheet. For the avoidance of doubt, this Agreement is not an agreement to subscribe
for or purchase any New First Lien Notes and any such agreement shall be made and shall be subject to the conditions of the Backstop
Commitment Agreement and the Subscription Agreement.


 


E.            Each
Party wishes to negotiate in good faith with respect to the Definitive Documents memorializing the Transaction, on terms consistent
with the Term Sheet and this Agreement.


 






    


     


    

 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each Party hereby agrees as follows:


 





1.            Support
of Transaction.


 


(a)            Prior
to the Termination Date (as defined below) as to such Party and subject to the terms and conditions hereof, each Party hereby
covenants and agrees to (i) support the Transaction embodied in the Term Sheet, (ii) negotiate in good faith, and use
its good faith efforts, to execute, as expeditiously as practicable, the Definitive Documents, each of which shall be in form
and substance acceptable to the Company and the Consenting Noteholders of a majority of the Restricted Debt Holdings (the “Required
Holders”) (provided, that the Backstop Commitment Agreement, the amended offering memorandum (the “Amended
Offering Memorandum”), consistent with the Term Sheet, including a Descriptions of Notes for each of the New First Lien
Notes and the Second Lien Subordinated Notes (together, the “Descriptions of Notes”), the Subscription Agreement
and the Escrow Agreement and the Noteholder Representative Appointment Letter shall be in the form attached hereto as Exhibit B,
Exhibit C, Exhibit D, Exhibit E and Exhibit F, respectively; provided,
further, that the Intercreditor Agreement shall be acceptable in form and substance to Consenting Noteholders holding at
least 662/3% of the Restricted Debt Holdings, as of the date on which the consent or approval is solicited,
in their sole discretion (it being understood that, notwithstanding anything herein to the contrary, this second proviso may only
be amended or amended in whole or in part with respect to all Consenting Noteholders by a written instrument executed by Consenting
Noteholders holding at least 662/3% of the Restricted Debt Holdings, as of the date on which the consent
or approval is solicited, in their sole discretion, and, if so waived, all Consenting Noteholders shall be bound by such waiver
or amendment)), (iii) use commercially reasonable efforts to consummate and complete the Transaction, and (iv) not take
any action, or fail to take any action, nor encourage any other person or entity to take any action or fail to take any action,
that is materially inconsistent with or that would prevent, interfere with, forestall, delay or impede the consummation of the
Transaction. The Company will cause the Amended Exchange Offer to be open for a period of ten (10) business days.


 


(b)            As
contemplated in this Agreement and to be reflected in the Definitive Documents and subject to the terms and conditions hereof and
thereof, prior to the Termination Date as to such Consenting Noteholder, each Consenting Noteholder shall tender, or cause and/or
direct the tender of, its Existing Subordinated Notes in the Amended Exchange Offer in the amount of its Restricted Debt Holdings
on or prior to the early tender deadline contemplated in the Amended Offering Memorandum, and any additional Existing Subordinated
Notes subsequently acquired by such Holder prior to such early tender deadline, to the extent practicable, or otherwise by the
tender deadline contemplated in the Amended Offering Memorandum.


 


(c)            Prior
to the Termination Date, the Company will (i) not, and will not encourage any other person or entity to, solicit, negotiate
or enter into any agreement with respect to any Alternative Transaction, and (ii) provide prompt written notice to the Required
Holders and Milbank (and in any event no later than one (1) calendar day) of the receipt of any proposal or expression of
interest, whether written or oral, in undertaking an Alternative Transaction that the Company is evaluating in good faith, including
the terms thereof and the identity of the person or group of persons involved.


 






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2.            Transfer.


  


(a)            From
the date hereof to the Termination Date, each Consenting Noteholder shall not sell, resell, reallocate, use, pledge, assign, transfer,
hypothecate, mortgage, participate, donate or otherwise encumber or dispose of, directly or indirectly (including through derivatives,
options, swaps, pledges, forward sales or other transactions) (a “Transfer”) any ownership (including any beneficial
ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
in any Restricted Debt Holdings to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect
beneficial interest, unless, in each case, such transferee (each, a “Standstill Party”) has also signed an agreement
with the Company on the same or substantially the same terms as this Agreement or a joinder to this Agreement with respect to such
Restricted Debt Holdings substantially in the form attached hereto as Exhibit G. Any Transfer in violation of this
Agreement shall be void ab initio.


 


(b)            Notwithstanding
Section 2(a) herein, (i) a Consenting Noteholder may Transfer its Restricted Debt Holdings to an entity that is
acting in its capacity as a Qualified Market Maker without the requirement that the Qualified Market Maker be or become a Standstill
Party in order to effect any Transfer (by purchase, sale, assignment, participation, or otherwise) of any Restricted Debt Holdings
against, or interests in, the Company by a Consenting Noteholder to a Standstill Party; provided, that the Qualified
Market Maker subsequently Transfers the Restricted Debt Holdings to a transferee that is or becomes a Standstill Party with respect
to such Restricted Debt Holdings as provided in Section 2(a) herein and the Transfer documentation between the transferor
and such Qualified Market Maker shall contain a requirement that provides for such; provided, further, that
the foregoing exception will only be available in transactions where the Qualified Market Maker is not the ultimate beneficial
owner (within the meaning of Rule 13d-3 under the U.S. Securities Act of 1933, as amended) of such claim against, or interest
in, the Company; (ii) if a Consenting Noteholder is acting in its capacity as a Qualified Market Maker, it may Transfer any
claim against, or interest in, the Company that it acquires from a Holder of such claim or interest that is not a Consenting Noteholder,
without the requirement that the transferee be or become a Standstill Party in accordance with this Section 2(a) herein;
and (iii) nothing set forth in Section 2(a) will apply to a pledge or hypothecation in a Consenting Noteholder’s
ordinary course of business.


 


(c)            If,
at the time of a Consenting Noteholder’s proposed Transfer of any Restricted Debt Holdings to a Qualified Market Maker, such
Restricted Debt Holdings are tendered in connection with the Amended Exchange Offer as contemplated in this Agreement, and the
Qualified Market Maker does not Transfer such Restricted Debt Holdings by the second (2nd) business day before expiration of the
early tender deadline contemplated in the Amended Offering Memorandum (such date, the “Qualified Market Maker Joinder
Date”), such Qualified Market Maker shall be required to (and the Transfer documentation to the Qualified Market Maker
shall have provided that it shall), on the first business day immediately after the Qualified Market Maker Joinder Date, become
a Standstill Party with respect to such Restricted Debt Holdings in accordance with the terms hereof; provided, further,
that the Qualified Market Maker shall automatically, and without further notice or action, no longer be a Standstill Party with
respect to such Restricted Debt Holdings at such time that the transferee becomes a Standstill Party in accordance with this Agreement.


 



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(d)            This
Agreement shall in no way be construed to preclude a Consenting Noteholder from acquiring (1) additional Restricted Debt Holdings
that were Restricted Debt Holdings as of the Agreement Effective Date or (2) additional Existing Subordinated Notes (that
are not Restricted Debt Holdings) from a party that is not a Standstill Party; provided, that such Consenting Noteholder
must provide notice (email from such Consenting Noteholder or its counsel shall suffice) of any acquisition of Restricted Debt
Holdings (including the amount and type of Existing Subordinated Notes acquired) to counsel of the Company within three (3) business
days of such acquisition. For the avoidance of doubt, no additional Existing Subordinated Notes that were not Restricted Debt Holdings
as of the effectiveness of this Agreement shall become Restricted Debt Holdings at any time after the effectiveness of this Agreement
regardless of the identity of the holder thereof (and notwithstanding their subsequent acquisition by a Standstill Party).





 


3.            Forbearance.
Prior to the Termination Date as to it, each Consenting Noteholder agrees to forbear, solely if no Default or Event of Default
(each as defined in each indenture for the Existing Subordinated Notes) exists, from the exercise of (or to direct an agent or
trustee to exercise) any and all rights and remedies in contravention of this Agreement, whether at law, in equity, by agreement
or otherwise, which are or become available to them in respect of the Existing Subordinated Notes. Additionally, prior to the Termination
Date as to it, each Consenting Noteholder agrees not to support, join, or otherwise assist (provided, that no action by
a Consenting Noteholder that is required by law or by judicial, regulatory or other governmental proceeding shall be construed
to constitute any of the foregoing) any person in litigation against the Company in connection with the Transaction or the Amended
Exchange Offers; provided, that the foregoing will not limit any of the Consenting Noteholders’ rights to enforce
any rights under this Agreement; provided, further, that no Consenting Noteholder shall be required to incur any
material costs and/or expenses, nor shall it be required to provide any indemnities or the like, in order to comply with this Section 3.


 


4.            Representations
and Warranties of the Parties. The Company and each Consenting Noteholder, severally but not jointly, hereby represents and
warrants to the other Parties that the following statements are true and correct as of the date hereof:


 


(a)            Such
Party is duly organized, validly existing, and in good standing (where such concept is recognized) under the laws of the jurisdiction
of its organization has all necessary corporate or similar power and authority to execute and deliver this Agreement, to carry
out the Transaction, and to perform its obligations hereunder;


 


(b)            This
Agreement has been duly and validly executed and delivered by such Party. This Agreement constitutes the valid and binding obligation
of such Party, enforceable against such Party in accordance with its terms; and


 


(c)            The
execution, delivery and performance of this Agreement by such Party, and such Party’s compliance with the provisions hereof,
will not (with or without notice or lapse of time, or both): (i) violate any provision of such Party’s organizational
or governing documents; (ii) violate any law or order applicable to such Party; or (iii) require any consent or approval
under, violate, result in any breach of, or constitute a default under, or result in termination or give to others any right of
termination, amendment, acceleration or cancellation of any contract, agreement, arrangement or understanding that is binding on
such Party, except, in each case, as to each Consenting Noteholder, where not reasonably likely to have a material adverse effect
on the ability of such Consenting Noteholder to perform its obligations under this Agreement.


 


5.            Agreement
Effective Date. This Agreement shall become effective upon the date (the “Agreement Effective Date”) upon
which (a) the execution and delivery of this Agreement by each entity comprising the Company and Consenting Noteholders of
Restricted Debt Holdings constituting more than 50% in aggregate principal amount under each indenture of the Existing Subordinated
Notes, (b) the execution and delivery of (i) a fee letter between the Company and Milbank acceptable to the Company and
Milbank (the “Milbank Fee Letter”) and (ii) an engagement letter between the Company and Guggenheim acceptable
to the Company and Guggenheim (the “Guggenheim Engagement Letter”) and (c) the payment by the Company of
all fees and expenses incurred by Milbank and Guggenheim and otherwise payable (including the funding of any retainers) under the
Milbank Fee Letter and the Guggenheim Engagement Letter, as applicable.


 






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6.            Termination.
This Agreement, each Party’s obligations hereunder, any and all consents tendered by the Parties and the restrictions set
out herein shall terminate immediately and be of no further force and effect upon the earliest to occur of (such earliest date,
the “Termination Date”):


 


(a)            the
mutual written consent of the Required Holders and the Company;


 


(b)            the
termination or expiration of the Amended Exchange Offers (it being understood that the Company’s termination of the Amended
Exchange Offers not in accordance herewith shall be a breach of this Agreement by the Company);


 


(c)            the
consummation of the Transaction;


 


(d)            the
filing or commencement of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction, whether voluntary or involuntary;


 


(e)            at
4:00 p.m. (Eastern Time) on August 1, 2020 (unless extended in writing by each Consenting Noteholder (email from each
Consenting Noteholder or its counsel shall suffice) or otherwise in accordance with this Agreement), provided that
the Required Holders may agree in writing (email from counsel shall suffice) to extend the Termination Date up to, but not
exceeding, an aggregate of fourteen (14) days and no further extension of the Termination Date shall be binding upon any Holder
that has not agreed in writing (email from counsel shall suffice) to such extension;


 


(f)            the
issuance by any governmental authority of any ruling, judgment or order declaring this Agreement or any material portion hereof
to be unenforceable, or enjoining the consummation of the Transaction, that has not been reversed or vacated within fourteen (14)
calendar days after such issuance;


 


(g)            written
notice from the Required Holders (i) following a breach by the Company of any of the terms hereunder (including under the
Term Sheet) or under any Definitive Documents, (ii) after entry into the Backstop Commitment Agreement, upon the termination
of the Backstop Commitment Agreement in accordance with its terms, (iii) at or after 6:00 p.m. (Eastern Time) on July 10,
2020 if the Amended Exchange Offer has not been commenced or the Backstop Commitment Agreement in the form attached as Exhibit B
has not been executed and delivered or (iv) following the termination or a breach by the Company of either the Milbank Fee
Letter or the Guggenheim Engagement Letter; and


 


(h)            written
notice from the Company (i) upon the occurrence of the breach of any of the terms hereunder or any other Definitive Documents
by Consenting Noteholders constituting the Required Holders at the time of such breach, (ii) upon the Consenting Noteholders
no longer collectively beneficially owning or controlling more than 50% in aggregate principal amount under each indenture of the
Existing Subordinated Notes or (iii) that the Company does not intend to pursue the Transaction on terms consistent with the
Term Sheet following the Company’s receipt of advice from sophisticated outside counsel that is familiar with giving such
advice that continued performance under this Agreement would be inconsistent with its fiduciary duties under applicable law.


 






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Notwithstanding anything herein to the
contrary, no termination of this Agreement shall relieve or otherwise limit the liability of any Party for any breach of this Agreement
occurring prior to such termination. The terms of the immediately preceding sentence and Sections 7-12 and 13(b) shall survive
the expiration or termination of this Agreement.


 


7.            Acknowledgements;
Reservation of Rights; No Admission. This Agreement constitutes a proposed settlement among the Parties. Nothing in this Agreement,
including, for the avoidance of doubt, the exhibits and schedules hereto, constitutes a commitment to obligate any Consenting Noteholder
to provide any new financing or credit support. Regardless of whether or not the Transaction contemplated herein is consummated,
or whether or not the Termination Date has occurred, if applicable, nothing shall be construed herein as a waiver by any Party
of any or all of such Party’s rights or remedies, and the Parties expressly reserve any and all of their respective rights
and remedies. Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence, and
any other applicable law, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding
other than in a proceeding to enforce its terms.  This Agreement shall in no event be construed as or be deemed to be evidence
of an admission or concession on the part of any Party for any claim, fault, liability, or damages whatsoever.  It is acknowledged
that each Consenting Noteholder and/or its respective affiliates may be acting as Holders of Existing Subordinated Notes under
the Existing Subordinated Notes, and that none of the rights, remedies, and obligations under the Existing Subordinated Notes shall
be waived, impaired, limited or otherwise affected prior to the effectiveness of the Transaction (and then only to the extent as
expressly provided in the Definitive Documents) by such Consenting Noteholder’s performance or lack of performance of its
obligations hereunder.


 


8.            Remedies.
The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties will be entitled
to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions
hereof in any court of appropriate jurisdiction, this being in addition to any other remedy to which they are entitled at law or
in equity. Except as otherwise provided in this Agreement, any and all remedies in this Agreement expressly conferred upon a Party
will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and
the exercise by a party of any one remedy will not preclude the exercise of any other remedy. Notwithstanding anything to the contrary
herein, nothing in this Agreement shall require the directors, officers, managers, or members of the Company (in such person’s
capacity as a director, officer, or manager of such the Company) to take any action, or to refrain from taking any action that
based upon the advice of outside counsel would be inconsistent with such director’s, officer’s, manager’s or
member’s fiduciary obligations to the Company under applicable law.


 


9.            No
Solicitation. Notwithstanding anything to the contrary, this Agreement is not and shall not be deemed to be an offer for the
issuance, purchase, sale, exchange, hypothecation, or other transfer of securities or a solicitation of an offer to purchase or
otherwise acquire securities for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended.


 


10.            Fees
and Expenses. All of Milbank’s and Guggenheim’s fees and expenses hereafter shall be payable in accordance with
the Milbank Fee Letter and the Guggenheim Engagement Letter, as applicable.


 






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11.            Amendments.
Except as otherwise provided herein, none of the terms of this Agreement, including the Term Sheet and the other exhibits and schedules
attached hereto, may be modified, amended or supplemented except in a writing signed by the Company and the Required Holders or
waived except in writing (email being sufficient, including from respective counsel) from the Company or the Required Holders,
as applicable; provided, that no provision of this Agreement may be waived, modified, amended, or supplemented, without
the prior written consent of the Company and each Consenting Noteholder, with respect to (i) extending any maturity date of
the New First Lien Notes or the Second Lien Subordinated Notes enumerated in the Transaction Term Sheet, (ii) reducing the
amount of or altering the due date for any principal or interest amount of the New First Lien Notes or the Second Lien Subordinated
Notes enumerated in the Transaction Term Sheet, (iii) modifying any redemption premium, place of payment, currency type, or
right of enforcement upon a default in the payment of any principal or interest amount of the New First Lien Notes or the Second
Lien Subordinated Notes enumerated in the Transaction Term Sheet; (iv) except as provided therein, Section 6(e); and
(v) this Section 11; provided, further, that Sections 14(a) and 14(b) may only be waived,
modified, amended, or supplemented by Consenting Noteholders holding at least 90% of the aggregate Restricted Debt Holdings as
of the date on which the consent or approval is solicited, in their sole discretion. No waiver of any of the provisions of this
Agreement shall be deemed to constitute a waiver of any other provision of this Agreement, whether or not such provisions are similar,
nor shall any waiver of a provision of this Agreement be deemed a continuing waiver of such provision.





 


12.            Miscellaneous.
This Agreement is for the benefit of each of the Consenting Noteholders and Company. All notices hereunder shall be in writing
and shall be delivered by email, courier or registered or certified mail (return receipt requested) to the address or email address
(or at such other address or email address as shall be specified by like notice) set forth on the signature page for such
Party (with a copy to counsel to the Company or the Ad Hoc Group, as applicable) and shall be deemed given when received, and any
notice, if transmitted by email, shall be deemed given upon being sent. This Agreement is governed by the laws of the State of
New York without regard to any conflict of laws principles thereof. Any action brought in connection with this Agreement shall
be brought in the federal or state courts located in the Borough of Manhattan in the State of New York (except that in the event
the Company or any of its affiliates becomes the subject of any bankruptcy cases under chapter 11 of Title 11 of the United States
Code, then the presiding bankruptcy court), and the Parties hereby irrevocably consent to the jurisdiction of such courts and waive
any objections as to venue or inconvenient forum. The Parties acknowledge that the prompt resolution of disputes is in the interest
of all Parties and that a trial with a judge as the sole finder of fact would be the most expeditious manner to resolve such disputes.
The Parties hereby waive, to the fullest extent permitted by the law, trial by jury in any suit, action or proceeding in any manner
arising in connection with or in any way related to this Agreement. The Parties acknowledge that they make this waiver knowingly
and voluntarily, in consultation with their respective attorneys. For the avoidance of doubt, all obligations of the Company hereunder
(including the obligations of each entity comprising the Company) shall be joint and several and all obligations of Consenting
Noteholders hereunder shall be several, but not joint. Notwithstanding anything to the contrary herein, the obligations, covenants
and requirements of any member of the Ad Hoc Group under this Agreement shall only apply to such member of the Ad Hoc Group and
the funds under its control from time to time. Subject to Section 2, this Agreement may not be assigned by a Consenting Noteholder
without the prior written consent of Company. Except as otherwise provided herein, this Agreement sets forth the entire agreement
between the Parties as to the subject matter hereof. This Agreement shall be binding on the successors and permitted assigns of
each Party. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provisions of this Agreement, which shall remain in full force and effect. The headings of all sections of this Agreement
are inserted solely for the convenience of reference and shall not affect in any way the meaning or interpretation of this Agreement
or any provision hereof. This Agreement may be executed by facsimile or PDF and in counterparts, each of which shall constitute
one and the same agreement.


 






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13.            Publicity;
Non-Disclosure.


 


(a)            The
Company will disclose this Agreement, including the Term Sheet, on the
Agreement Effective Date at 5:00 p.m. (Eastern Time) or promptly thereafter (but, in any event, no later than 6:00
a.m. (Eastern Time) on the business day following the Agreement Effective Date) by publicly filing a Form 8-K or any
periodic report required or permitted to be filed by the Company under the Exchange Act with the Securities Exchange Commission
(“SEC”) or, if the SEC’s EDGAR filing system is not available, on a press release that results in prompt
public dissemination of such information (the “Public Disclosure”). As promptly as reasonably practicable, but
in any event no later than twenty-four (24) hours prior to the Public Disclosure, the Company will provide the Required Holders
with a draft of the Public Disclosure for review, and the Company will incorporate any reasonable additions or modifications to
the Public Disclosure from the Required Holders, such that the Public Disclosure will be in a form reasonably acceptable to the
Required Holders. For the avoidance of doubt, the Public Disclosure will not contain the holdings information of any Consenting
Noteholder. Notwithstanding anything to the contrary herein, nothing herein shall in any way limit, alter or affect the rights
of any Consenting Noteholder under any non-disclosure agreement between such Holder and the Company.


 


(b)            Unless
required by applicable law or regulation, the Company agrees to keep confidential the Backstop Allocations (including as set forth
on Schedule 2 to the Backstop Commitment Agreement) and the holdings information (including with respect to the Existing Subordinated
Notes) of the Consenting Noteholders as of the date hereof and at any time hereafter absent the prior written consent of any such
Consenting Noteholder; and if such announcement or disclosure of the holdings information of the Consenting Noteholder or the
Backstop Allocations is so required by law or regulation, the Company shall provide each Consenting Noteholder with advanced notice
of its intent to disclose such holdings information and shall afford each Consenting Noteholder a reasonable opportunity to (i) seek
a protective order or other appropriate remedy or (ii) review and comment upon any such announcement or disclosure prior
to the Company making such announcement or disclosure; provided that the Company shall not be required to
incur any material costs and/or expenses, nor shall it be required to provide any indemnities or the like, in order to comply
with the foregoing. When attaching a copy of this Agreement to the Public Disclosure as required by this Section 13, the
Company will redact any reference to a specific Holder or its holdings information, including the signature pages hereto,
and the Backstop Allocations.


 


14.            Convertible
Notes Exchange.


 


(a)            Conditions
to Modification of the Convertible Notes Exchange. The Company shall not modify the Convertible Notes Exchange in any manner
whatsoever, including such that $600.0 million principal amount of the amended Convertible Notes does not receive a first-priority
lien on the Collateral (as defined in the Amended Offering Memorandum) that is pari passu in all respects with the Credit Agreement
Facility, the Existing First Lien Notes and the New First Lien Notes (subject to the terms of the Intercreditor Agreement) and
the full $600.0 principal amount is not due on May 1, 2026 with no springing maturities or put rights on behalf of the holders
thereof. FOR THE AVOIDANCE OF DOUBT NO CONSENTING NOTEHOLDER IS AGREEING TO OR REQUIRED TO AGREE TO ANY ALTERNATIVE TRANSACTION.


 






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(b)            Amendment
to the Convertible Notes Condition to the Obligations of the Consenting Noteholders. The obligations of each Consenting Noteholder
to consummate the Transaction contemplated hereby shall be subject to (unless waived or amended in accordance with the following
sentence in this Section 14(b)) the satisfaction of the following condition prior to or at the closing of the Transaction:
(1) $600.0 million principal amount of Convertible Notes are amended to receive a first-priority lien on the Collateral (as
defined in the Amended Offering Memorandum) that is pari passu in all respects with the Credit Agreement Facility, the Existing
First Lien Notes and the New First Lien Notes (subject to the terms of the Intercreditor Agreement) and the full $600.0 million
principal amount is due on May 1, 2026 with no springing maturities or put rights on behalf of the holders thereof and (2) the
Company shall have performed and complied with its covenants and agreements contained in Section 14(a) hereof, WHICH
SHALL BE DETERMINED BY THE REQUIRED HOLDERS IN THEIR SOLE DISCRETION. The condition set forth in the first sentence of this
Section 14(b) may only be waived or amended in whole or in part with respect to all Consenting Noteholders by a written
instrument executed by Consenting Noteholders holding at least 90% of the aggregate Restricted Debt Holdings, as of the date on
which the consent or approval is solicited, in their sole discretion, and if so waived, all Consenting Noteholders shall be bound
by such waiver or amendment. THE DETERMINATION AS TO WHETHER THE COMPANY HAS COMPLIED WITH THE COVENANT IN SECTION 14(a) AND
THE CONDITION IN CLAUSE (1) OF THE FIRST SENTENCE OF THIS SECTION 14(b) SHALL BE DETERMINED BY EACH CONSENTING NOTEHOLDER
IN ITS SOLE AND ABSOLUTE DISCRETION.


 


[Signature Page Follows]


 






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IN
WITNESS WHEREOF, the Company and the Holders have executed this Agreement 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
	 	 	 
	 	AMC
    CARD PROCESSING SERVICES, INC.
	 	 	 
	 	By:	/s/Sean
D. Goodman
	 	Name:	Sean
    D. Goodman
	 	Title:	President
    and Chief Financial Officer
	 	 	 
	 	AMC
    ITD, LLC
	 	 	 
	 	By:	/s/
Sean D. Goodman
	 	Name:	Sean
    D. Goodman
	 	Title:	President
    and Chief Financial Officer
	 	 	 
	 	AMC
    LICENSE SERVICES, LLC
	 	 	 
	 	By:	/s/
Sean D. Goodman
	 	Name:	Sean
    D. Goodman
	 	Title:	Chief
    Financial Officer
	 	 	 
	 	AMERICAN
    MULTI-CINEMA, INC.
	 	 	 
	 	By:	/s/
Sean D. Goodman
	 	Name:	Sean
    D. Goodman
	 	Title:	Chief
    Financial Officer



 






     


     


    

 


	 	Address
    for Notice:
	 	 
	 	AMC Entertainment Holdings, Inc.

                                                                                One AMC Way

	 	11500
    Ash Street, Leawood, KS 66211
	 	 
	 	with
    a copy (which will not constitute notice) to:
	 	 
	 	Weil,
    Gotshal & Manges LLP
	 	767
    Fifth Avenue
	 	New
    York, New York 10153
	 	Attention:	Ray
    C. Schrock, P.C.
	 	 	Corey
    Chivers
	 	 	Candace
    M. Arthur
	 	 	 
	 	Email:	Ray.Schrock@weil.com
	 	 	Corey.Chivers@weil.com
	 	 	Candace.Arthur@weil.com









  



     


     


    




 


[Noteholder signature pages attached] 


 






     


     


    





  


SCHEDULE 1 


CERTAIN DEFINITIONS


 


“Additional
Silver Lake First Lien Notes” means the $100 million of additional first lien notes under the Additional Silver Lake
First Lien Notes Indenture (with identical terms, other than issuance price, to the New First Lien Notes) purchased by Silver Lake
on the closing date of the Amended Exchange Offer at a cash price of 90% of their principal amount less a 2.0% arranger fee in
cash.


 


“Additional
Silver Lake First Lien Notes Indenture” means the indenture (separate from the New First Lien Notes Indenture) to be
entered into by and among the Company and U.S. Bank National Association, as the initial trustee and collateral agent, pursuant
to which the Additional Silver Lake First Lien Notes will be issued. For the avoidance of doubt, the Additional Silver Lake First
Lien Notes Indenture shall be separate from the New First Lien Notes Indenture.


 


“Alternative
Transaction” means any comprehensive recapitalization, repurchase, exchange, or amendment of a material portion of the
Company’s indebtedness, other than the Transaction.


 


“Backstop
Commitment Agreement” means that certain agreement between AMC Entertainment Holdings, Inc. and certain Consenting
Noteholders pursuant to which such Consenting Noteholders shall provide a backstop commitment for the Rights Offering in the form
attached as Exhibit B.


 


“Convertible
Notes” means the Company’s 2.95% Senior Convertible Notes due 2024 issued pursuant to the Convertible Notes Indenture
in the principal amount of $600.0 million.


 


“Convertible
Notes Exchange” means collectively (a) an amendment and exchange pursuant to which the maturity of the Convertible
Notes is extended from September 15, 2024 to May 1, 2026 and a first-priority lien on the Collateral (as defined in the
Amended Offering Memorandum) is granted to secure indebtedness thereunder and the Second Lien Subordinated Notes are permitted
thereunder to be secured by a second-priority lien on the same Collateral, and (b) Silver Lake’s purchase of Additional
Silver Lake First Lien Notes at a cash price of 90% of their principal amount less a 2.0% arranger fee in cash and its consent
to the $100 million of additional basket availability of first lien obligations as provided under the terms of the New First Lien
Notes and Second Lien Subordinated Notes.


 


“Convertible
Notes Indenture” means the Indenture dated as of September 14, 2018, pursuant to which the Convertible Notes were
issued, between the Company, the guarantors party thereto and U.S. Bank National Association, as the initial trustee, as amended,
supplemented or otherwise modified and in effect from time to time, as such may be amended or exchanged pursuant to the Convertible
Notes Exchange.


 


“Credit Agreement
Facility” means the loan facility entered into by the Issuer pursuant to that certain loan facility credit agreement,
dated as of April 30, 2013 (as amended, modified, or otherwise supplemented from time to time), among the Issuer, and certain
subsidiaries of the Issuer as borrowers and guarantors, Citicorp North America, Inc., in its capacity as administrative agent,
and the financial institutions from time to time party thereto as lenders.


 






    


     


    

 


“Definitive
Documents” means this Agreement, the Backstop Commitment Agreement, the Amended Offering Memorandum, the indentures for
each of the New First Lien Notes and the Second Lien Subordinated Notes, the Registration Rights Agreement, any security documents
for the Second Lien Subordinated Notes, the Subscription Agreement, the Escrow Agreement and Noteholder Representative Appointment
Letter, all intercreditor agreements or arrangements, including the Intercreditor Agreement, the Additional Silver Lake First Lien
Notes Indenture and all documentation, agreements or supplements related thereto and any such other documentation, agreements or
supplements referred to herein or therein or otherwise contemplated hereby.


  


“Escrow Agreement
and Noteholder Representative Appointment Letter” means the Escrow Agreement and related Noteholder Representative Appointment
Letter by and among AMC Entertainment Holdings, Inc., an escrow agent, and a Consenting Noteholder representative in furtherance
of the Transaction in the forms attached as Exhibit F.


 


“Existing
First Lien Notes” means the $500,000,000 in aggregate principal amount of 10.5% Senior Secured Notes due 2025, issued
by the Issuer pursuant to the Existing First Lien Notes Indenture.


 


“Existing
First Lien Notes Indenture” means that certain indenture, dated April 14, 2020 (as amended, modified, or otherwise
supplemented from time to time), by and among the Issuer, each of the guarantors named therein and U.S. Bank National Association,
in its capacity as trustee.


 


“Existing
Subordinated Notes” means the Company’s 6.375% Senior Subordinated Notes due 2024, the Company’s 5.75% Senior
Subordinated Notes due 2025, the Company’s 5.875% Senior Subordinated Notes due 2026, and the Company’s 6.125% Senior
Subordinated Notes due 2027.


 


“Holder”
or “Holders” means either (A) an actual or beneficial holder or holders of Existing Subordinated Notes,
including the above-named signatory, its affiliates and their respective accounts and funds advised or managed by any of them or
other entities that hold Existing Subordinated Notes directly or indirectly on their behalf, or (B) an actual or beneficial
holder or holders of Existing Subordinated Notes, which for the avoidance of doubt, in the case of an investment fund or separate
account managed or advised by an investment manager, adviser, or sub-adviser, shall mean such investment manager, adviser or sub-adviser
on behalf of such investment fund or separate account unless otherwise identified by the Holder on such Holder’s signature
page. With respect to any signatory to this Agreement, the applicable definition of Holder as between clauses (A) and (B) above
shall be either (x) identified on a strictly confidential basis to Weil, Gotshal & Manges LLP, counsel to the Company,
by Milbank or (y) as identified by the Holder on such Holder’s signature page.


 


“Intercreditor
Agreement” means the first lien/second lien intercreditor agreement entered into on the date of consummation of the Transaction
between the collateral agent under the indenture for the Second Lien Subordinated Notes and (among others) the collateral agent
under the Existing First Lien Notes Indenture and any other intercreditor or subordination arrangements.


 


“New First
Lien Notes” means the 10.5% First Lien Senior Secured Notes due 2026.


 


“Qualified
Market Maker” means an entity that (x) holds itself out to the market as standing ready in the ordinary course of
its business to purchase from customers and sell to customers claims against, or interests in, the Company (including debt securities
or other debt) or enter with customers into long and short positions in claims against, or interests in, the Company (including
debt securities or other debt), in its capacity as a dealer or market maker in such claims against, or interests in, the Company,
and (y) is in fact regularly in the business of making a market in claims against issuers or borrowers (including debt securities
or other debt).


 






    


     


    

 


“Registration
Rights Agreement” means the registration rights agreement to be entered into relating to the registration of shares of
the Company’s Class A common stock issued pursuant to the Transaction.


  


“Second Lien
Subordinated Notes” means the 10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 issued pursuant to the
Transaction.


 


“Silver Lake”
means Silver Lake Alpine, L.P., Silver Lake Partners V, L.P., their affiliates and any funds, partnerships or other coinvestment
vehicles managed, advised or controlled by the foregoing or their respective affiliates (other than the Company or any portfolio
company).


 


“Subscription
Agreement” means, collectively, each subscription agreement between the Company and the Holders of Existing Subordinated
Notes participating in the Rights Offering in connection with the Transaction in the form attached as Exhibit E.


 






    


     


    

 


Privileged and Confidential


 


EXHIBIT A 


TERM SHEET



 


On June 30, 2020, the Company disclosed
in a Current Report on Form 8-K as Exhibit 99.1 thereto a proposal (the “June 30 Proposal”) previously made by the
Company to various holders of the Company’s Existing Subordinated Notes that entered into non-disclosure agreements with
the Company (the “Ad Hoc Group”). The Company made a subsequent proposal that reaffirmed the June 30 Proposal, except
that (i) the section of the June 30 Proposal entitled “Covenants” was amended and replaced in its entirety with the
terms set forth below and (ii) the section entitled “If Condition Precedent Not Met” was removed.


 


The covenant package for each of the First
Lien Senior Secured Notes (the “New 1L Notes”) and Second Lien Senior Subordinated Notes (the “2L Notes”)
was based on the covenant package of the Company’s 10.500% Senior Secured Notes due 2025, with the following revisions:


 


	 	 
	
        Covenants

         
	First Lien Senior Secured Notes Proposal	Second Lien Senior Subordinated Notes Proposal 
	1.        Asset Sale Covenant	
        With respect to proceeds from any sale of an interest in a European
        Subsidiary, the first $150m (which amount will be reduced by any Indebtedness incurred by such European Subsidiary pursuant to
        the general debt basket described in Item 4 below) will be permitted to be reinvested within the 450 day period (normal Asset Sale
        restriction). 80% of amounts in excess of that threshold (the “European Asset Sale Debt Repayment Amount”) required
        to repay First Lien Obligations pro rata, with remaining 20% permitted to be reinvested (normal Asset Sale restriction), and upon
        receipt of at least $50m of European Asset Sale Debt Repayment Amount, the Company must repay First Lien Obligations within 15
        days on a pro rata basis with any other First Lien Obligations repaid, with the New 1L Notes being subject to a mandatory redemption
        at par.

         

        “European Subsidiary” means AMC Theatres of UK Limited
        and AMC UK Holding Limited and each of their respective subsidiaries that conduct the European (including the United Kingdom, western
        Europe, and the Baltic and Nordic regions) theatrical exhibition operations of the Company as of March 31, 2020.

         

        Senior Credit Facilities paid down with proceeds of European
        Asset Sale decrease the size of the $2,250M 1L Credit Facility Basket (See Item 3)

         

        With respect to Asset Sales other than Asset Sales of European
        Subsidiaries, the asset sale covenant from the Existing 1L Notes remains unchanged except that New 1L Notes must be repaid on a
        ratable basis with other First Lien Obligations that are repaid with Asset Sales proceeds by a mandatory redemption at par.
	
        Asset Sale of European Subsidiary provision same as 1L New Proposal

         

        With respect to Asset Sales other than Asset Sales of European
        Subsidiaries, the proceeds may be used to reinvest in the business or (a) if the Asset Sale consisted of Assets that constituted
        Collateral, first repay First Lien Credit Facilities, Silver Lake Notes, Existing 1L Notes, New 1L Notes, or Additional First Lien
        Obligations and second, to the extent proceeds remain after such Senior Obligations required to be repaid are repaid in full, repay
        Second Lien Obligations provided that the 2L Notes be redeemed on a ratable basis and (b) if the Asset Sale consisted of Assets
        that did not constitute Collateral, first repay Senior Obligations and second, to the extent proceeds remain after such Senior
        Obligations required to be repaid are repaid in full, repay Senior Indebtedness provided that the 2L Notes be redeemed on a ratable
        basis.

         




 






     


     


    

 





	 	 
	
        Covenants

         
	First Lien Senior Secured Notes Proposal	Second Lien Senior Subordinated Notes Proposal 
	2.     2L Ratio Debt Baskets	Unchanged from Existing 1L Notes	
        Note: Ratios are now inclusive of Indebtedness junior to First
        Lien

         

        Senior Leverage Ratio Debt: 5.50x

        Secured Leverage Ratio: 8.00x

         

        Ratios increase 2.00x to account for Subordinated Debt

         

         

	3.    Credit Agreement Indebtedness (1L)	
        $2,250m (less the principal amount of Indebtedness under the
        Senior Credit Facilities repaid with proceeds of European Asset Sale, as noted in Item 1) + greater of (i) $100m and (ii) if 75%
        Consolidated EBITDA is at least $700m, 75% Consolidated EBITDA minus $700m

         

        + additional 1L debt if First Lien Leverage Ratio is no greater
        than 3x on a pro forma basis (Blocked until 1/1/2022)
	Same as 1L New Proposal, except Senior Leverage Ratio debt and secured debt pursuant to Secured Leverage Ratio debt basket is also blocked until 1/1/2022
	4.     General
Basket	
        Greater of $200m and 20% Consolidated EBITDA for Company or
        any Guarantor or European Subsidiary (provided that with respect to the incurrence of debt by a European Subsidiary pursuant to
        this basket, such amount will be reduced by any of the first $150m used to reinvest in the business pursuant to the second paragraph
        of Item 1 above).

         

        If at the European Subsidiary, it must be raised in exchange
        for cash at a price of at least 95% of par.

         

        If debt is an obligation of a non-Guarantor, debt may not be
        recourse to Company or any 1L Guarantor.
	
        Same as 1L New Proposal

         

         




 






    - 2 -


     


    

 





	 	 
	
        Covenants

         
	First Lien Senior Secured Notes Proposal	Second Lien Senior Subordinated Notes Proposal 
	5.    Secured Debt Basket (xxix) (Secured Leverage Ratio)	Unchanged from Existing 1L Notes	
        Liens may be equal (or junior) to the 2L Notes (note corresponding
        permitted lien added per “Permitted Lien” definition (xix)). Debt must be pari or subordinated to the 2L Notes in right
        of payment

         

        Secured Leverage Ratio of 8.00x (see Item 2)

	6.    Dividends and Share purchases	No dividends or share purchases prior to January 1, 2022	Same as 1L New Proposal
	7.    RP Grower Basket	Starter: $50m	Same as 1L New Proposal
	8.    General RP Basket	Greater of $50m and 7.5% Consolidated EBITDA	Same as 1L New Proposal
	9.    Leverage Ratio RP Basket	Removed basket	Same as 1L New Proposal
	10.  Investments in Unrestricted Subsidiaries	
        Blocked other than investments existing or in effect as of the
        launch date of the Exchange Offer under clause (f) of Permitted Investments

         

        Removed reference in clause (f) of Permitted Investments to
        investments “contemplated” on the Issue Date.

         
	Same as 1L New Proposal



 






    - 3 -


     


    

 





	 	 
	
        Covenants

         
	First Lien Senior Secured Notes Proposal	Second Lien Senior Subordinated Notes Proposal 
	11(a) Permitted Investments:  Non -Guarantors	
        Greater of $150m and 22.5% Consolidated EBITDA, provided that
        all but $10m of such Investments must be in cash or Cash Equivalent (including loans and contributions thereof) and use of proceeds
        limited to finance such Restricted Subsidiary’s operations

         
	Same as 1L New Proposal
	11(b) Permitted Investments:  General Basket	
        Greater of $100m and 15% Consolidated EBITDA

         
	Same as 1L New Proposal
	11(c) Permitted Investments:  Leverage Ratio	
        Removed Basket

         
	Same as 1L New Proposal
	11(d) Permitted Investments:  Similar Businesses	Greater of $50m and 7.5% Consolidated EBITDA	Same as 1L New Proposal
	12.  Permitted
European Investment	
        Any retained Investment in entities that conduct a portion of
        the European business of the Company, which Investment results from the sale/transfer of a portion of the ownership interest in
        one or more such entities previously wholly owned by the Company or its Restricted Subs, provided such sale is not to an Affiliate
        and in compliance with Asset Sale covenant. Permitted European Investments are capped at an aggregate $300m Fair Market Value of
        retained interest across all such Investments.

        Consideration for any such sales may not be in the form of First
        Lien Obligations.

         

        Ability to make any non-cash or non-Cash Equivalent Investment
        in any European Subsidiary capped at an aggregate $10m.
	Same as 1L New Proposal
	13.  Repayment
of Junior Indebtedness	
        With respect to 2L Notes, the greater of  $150m and 15%
        Consolidated EBITDA

         

        With respect to any Junior Financing (including the 2L Notes),
        the greater of  $75m and 7.5% Consolidated EBITDA

         

        “Junior Financing” de minimis threshold decreased
        to $10m

         

        Otherwise unchanged from Existing 1L Notes

         
	
        Greater of $75M and 7.5% Consolidated EBITDA

         

        2L DoN has additional basket permitting Company or Guarantor
        to incur $75m of secured Indebtedness to refinance Existing Subordinated Notes (subject to covenant described in Item 14). Liens
        may be equal (or junior) to the 2L Notes, Debt must be pari or subordinated to the 2L Notes in right of payment.

         




 






    - 4 -


     


    

 





	 	 
	
        Covenants

         
	First Lien Senior Secured Notes Proposal	Second Lien Senior Subordinated Notes Proposal 
	14.   Covenant re: Prevention of Uptiering by Holdouts	Company prohibited from exchanging any remaining unsecured senior subordinated notes on term more favourable than this exchange minus 10% (e.g. 55% exchange price), including any economic terms of the notes and any covenants.  These restrictions do not apply to (i) cash purchases of the Existing Subordinated Notes at a purchase price less than or equal to $0.41 for each $1.00 of Existing Subordinated Notes or (ii) optional redemptions or repurchases at a discount of the Existing Subordinated Notes within one year of the final maturity date of the Existing Subordinated Notes 	
        Same as 1L New Proposal

         

	15.   Liquidity Test for PIK (2L only)	N/A	“Liquidity,” which is the measure by which the 3rd interest payment is tested for PIK, defined as undrawn revolver (excluding amounts that if drawn would reasonably be expected to result in a breach) plus Available Cash.
	16.   Release of  Guarantees	Guarantors released upon becoming an “Excluded Subsidiary”. Used Credit Agreement definition of “Excluded Subsidiary” except removed discretionary exclusion for low-value Guarantees and added language guarding against PetSmart risk of sale of equity causing loss of Restricted Subsidiary	Same as 1L New Proposal
	17.   Optional Redemption Regulatory Debt Facility Clawback	Removed	Same as 1L New Proposal
	18.   Definitions of Consolidated EBITDA add-backs	Consolidated EBITDA add-backs capped at 5% of Consolidated EBITDA	Same as 1L New Proposal
	19.   New Silver Lake Notes	
        Silver Lake to purchase $100m of first lien notes that are identical
        to the New 1L Notes (the “Silver Lake Notes”), but issued pursuant to a separate indenture, for a purchase price of
        $0.90 for each $1.00 of Silver Lake Notes with a 2% arranger fee in cash.

         

        The Silver Lake Notes will be treated as existing Indebtedness
        under the New 1L Notes and 2L Notes indentures
	N/A


 






    - 5 -


     


    

 


EXHIBIT B





BACKSTOP COMMITMENT AGREEMENT


[see attached]


 






    


     


    

 


Exhibit
D


Description
of Notes


 






     


     


    

 


EXHIBIT E 


SUBSCRIPTION AGREEMENT


 






     


     


    

 





EXHIBIT F 


ESCROW AGREEMENT AND THE NOTEHOLDER REPRESENTATIVE


APPOINTMENT LETTER


 






    


     


    

 


EXHIBIT G 


FORM OF JOINDER


 


The undersigned (“Transferee”)
hereby acknowledges that it has read and understands that certain Support and Standstill Agreement, dated as of July 10, 2020
(as it may be amended in accordance with its terms, the “Agreement”), by and among AMC Entertainment
Holdings, Inc. (together with its subsidiaries, the “Company”) and [●] (“Transferor”)
and (i) agrees to be bound by the terms and conditions of the Agreement, a copy of which is attached hereto as Exhibit 1,
and shall be deemed a “Consenting Noteholder” under the terms of the Agreement pursuant to the terms and conditions
thereof; (ii) hereby makes all representations and warranties made therein by the Consenting Noteholders; and (iii) this
Agreement shall be effective upon (a) the delivery of a signature page for this Agreement and (b) written acknowledgment
by the Company (email from counsel to the Company shall suffice). All notices and other communications given or made pursuant to
the Agreement shall be sent to the Transferee at the address set forth below in the Transferee’s signature.


 


[Signature Page Follows]


 



    


     


    





 


IN WITNESS WHEREOF, the Joining Party has
caused this joinder to be executed as of the date first written above.


 


[JOINING PARTY]


 


	By:	 	 
	Name:	 	 
	Title:	 	 




 


Aggregate Principal Amount of acquired
Restricted Debt Holdings 


beneficially owned or managed by the above-named
signatory: 


6.375% Senior Subordinated Notes due 2024:
__________________________


5.75% Senior Subordinated Notes due 2025:   __________________________


5.875% Senior Subordinated Notes due 2026:
__________________________


6.125% Senior Subordinated Notes due 2027:
__________________________


 


Address for Notice:


 


		___________________________	



 


		___________________________	



 


		___________________________	



 


		Attention:	





		Email:	



 


with a copy (which will not constitute notice) to:


 


Milbank LLP


55 Hudson Yards


New York, New York 10001


	Attention:	Abhilash M. Raval (ARaval@milbank.com)
	 	Michael Price (MPrice@milbank.com)
	 	Paul Denaro (PDenaro@milbank.com)




 


	 	Acknowledged:
	 	 
	 	 
	 	AMC Entertainment Holdings, Inc.
	 	 
	 	 
	 	By:	                       
	 	Name:
	 	Title:




 






     


     


    

 






SCHEDULE A


 


Payment Instructions


 


To: GLAS AMERICAS LLC (the “Escrow Agent”)


 


Reference: Escrow Agreement


 


Defined terms used but not otherwise defined herein shall have
the respective meanings ascribed thereto in the Escrow Agreement, dated as of July [●],
2020 (the “Escrow Agreement”), by and among the AMC Entertainment Holdings, Inc. (the “Company”),
the Noteholder Representative (as defined therein) and the Escrow Agent.


 


Please procure the following payments from
the Escrow Account number [●], pursuant to Section 4 of the Escrow Agreement:2


 


		1.	3[An
amount equal to $[●] to the Company pursuant to the following wire instructions:]



 


	Pay to (Correspondent Bank):	[●]
	ABA No:	[●]
	For the account of:	[●]
	Account Number:	[●]
	Attention:	[●]
	Reference (if applicable):	[●]


 


 


		2.	4[An amount equal to $[●], representing
the cash received from Eligible Participants in excess of the Specified Amount, to the following
Eligible Participants pursuant to their respective instructions]:



 


	[Eligible Participant]	Amount: 	[●]
	 	Pay to (Correspondent Bank):	[●]
	ABA No.	[●]
	For the account of:	[●]
	Account Number:	[●]
	Attention:	
        [●]

	 	 
	[Eligible Participant]	Amount: 	[●]
	 	Pay to (Correspondent Bank):	[●]
	 	ABA No.	[●]
	 	For the account of:	[●]
	 	Account Number:	[●]
	 	Attention:	
        [●]

	 	 	 
	[Eligible Participant]	Amount:	[●]
	 	Pay to (Correspondent Bank):	[●]
	 	ABA No.	[●]
	 	For the account of:	[●]
	 	Account Number:	[●]
	 	Attention:	[●]


 





 



 


2
NTD: To include any amounts payable pursuant to the last sentence of Section 4(a) of the Escrow Agreement.


3
NTD: To be included in event New First Lien Notes are issued.


4
NTD: To be included in event that New First Lien Notes are issued and more than $200,000,000 aggregate principal
amount of New First Lien Notes are subscribed for.



 






     


     


    

 


		3.	5[An amount equal to $[●], representing
the aggregate cash received from all Participating Holders, to be refunded to each Participating Holder pursuant to the following
instructions]:



 


	[Eligible Participant]	Amount: 	[●]
	 	Pay to (Correspondent Bank):	[●]
	ABA No.	[●]
	For the account of:	[●]
	Account Number:	[●]
	Attention:	
        [●]

	 	 
	[Eligible Participant]	Amount: 	[●]
	 	Pay to (Correspondent Bank):	[●]
	 	ABA No.	[●]
	 	For the account of:	[●]
	 	Account Number:	[●]
	 	Attention:	
        [●]

	 	 	 
	[Eligible Participant]	Amount:	[●]
	 	Pay to (Correspondent Bank):	[●]
	 	ABA No.	[●]
	 	For the account of:	[●]
	 	Account Number:	[●]
	 	Attention:	[●]


 


These Payment Instructions are governed by New York law and
are irrevocable.


 





 



 


5 NTD: To be included if the Conditions or the
Backstop Conditions have not been satisfied by the Expiration Time, the Backstop Agreement is terminated or the Offering is cancelled
or withdrawn by Company before the end of the Escrow Period.


 


[Remainder of page left blank intentionally]


 









     


     


    

 


	 	Company
	 	 
	 	By:	                   
	 	Title:	 
	 	Date:	 
	 	 
	 	Noteholder Representative
	 	 
	 	By:	 
	 	Title:	 
	 	Date:	 







 






     


     


    

 


SCHEDULE B


 


Representatives:


 


The following person(s) are hereby designated
and appointed as Company Representative under the Agreement (only one signature shall be required for any direction):


 


	 	 	 	 
	Name	 	Specimen signature	 
	 	 	 	 
	Name	 	Specimen signature	 




 


 


 


The following person(s) are hereby designated and appointed
as Noteholder Representative under the Agreement (only one signature shall be required for any direction):


 





	 	 	 	 
	Name	 	Specimen signature	 
	 	 	 	 
	Name	 	Specimen signature	 


 









     


     


    

 


SCHEDULE C


 


Schedule of Fees for Services as Escrow
Agent


 


	I.	Acceptance Fee:	WAIVED




 


The acceptance fee includes the administrative review of documents,
initial set-up of the account, and other reasonably required services up to and including the closing. This is a flat one-time
fee, payable upon execution of this Agreement.


 


	II.	Administration Fee:	$5,000.00




 


The administration fee covers performance of the routine duties
of Escrow Agent associated with the administration of the account. Subscriptions in excess of FF will be billed by appraisal.


 


	III.	Out-of-Pocket Expenses:	At Cost




 


Reimbursement of expenses associated with the performance of
our duties, including but not limited to fees and expenses of legal counsel, accountants and other agents, tax preparation, reporting
and filing, publications, and filing fees.


 


	IV.	Transaction Fees (returned funds):	$75 per wire




 


Fees assessed for each outgoing wire representing returned deposits
as a result of the offering being withdrawn. This includes written notice to Participating Holders. See paragraphs 4(b) and 4(c).


 


Extraordinary services are responses to
requests, inquiries or developments, or the carrying out of duties or responsibilities of an unusual nature, including termination,
which may or may not be provided for in the governing documents, OR are not routine or undertaken in the ordinary course of business.
Payment of extraordinary fees is appropriate where particular requests, inquiries or developments are unexpected, even if the possibility
of such things could have been foreseen at the inception of the transaction. A reasonable charge will be assessed and collected
by the Escrow Agent based on the nature of the extraordinary service. At our option, these charges will be billed at a flat fee
or at our hourly rate then in effect. Extraordinary services might include, without limitation, amendments or supplements, specialized
reporting, non-routine calculations, foreign currency conversions, use investments not automated with Escrow Agent’s trust
accounting system, and actual or threatened litigation or arbitration proceedings.


 


IMPORTANT INFORMATION ABOUT PROCEDURES
FOR OPENING A NEW ACCOUNT


 


To help the government fight the funding
of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information
that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or
other legal entity we will ask for documentation to verify its formation and existence as a legal entity. Escrow Agent may also
ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent
the entity or other relevant documentation.





 






     


     


    

 


Noteholder Representative Appointment
Letter


 


July [●], 2020


 


Milbank LLP


Noteholder Representative


55 Hudson Yards


New York, NY 10001 


	Attention:	Paul Denaro (pdenaro@milbank.com)
	 	Michael Price (mprice@milbank.com)
	 	Abhilash Raval (araval@milbank.com)




  


Re:        AMC
Entertainment Holdings, Inc. (the “Issuer”)


 


To the Noteholder Representative:


 


Reference is made to the Subscription Escrow Agreement, dated as of July [●], 2020, attached hereto as Annex A (the
 “Escrow Agreement”). Capitalized terms used but not defined elsewhere in this Agreement have the meanings specified
in the Escrow Agreement.


 


The undersigned Participating Holder (the “Appointing
Holder”) intends to subscribe for a portion of the New First Lien Notes to be issued by the Issuer upon the closing of
the Exchange Offers and Consent Solicitations and wishes to fund a portion or all of the purchase price for its subscription of
New First Lien Notes into the Escrow Account on the terms set forth in the Escrow Agreement, the Backstop Agreement and the Subscription
Agreement, as applicable.


 


For good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Appointing Holder hereby appoints Milbank LLP as Noteholder Representative under the Escrow
Agreement (solely in such capacity, the “Noteholder Representative”) on the terms and conditions set forth in
this letter agreement (this “Noteholder Representative Appointment Letter”) and represents, warrants, acknowledges,
and agrees as follows:


 


		1.	The Appointing Holder is a holder of Existing Subordinated Notes and is entitled to participate in the Exchange Offers with
respect to such Existing Subordinated Notes;



 


		2.	The Appointing Holder has timely executed and delivered a Subscription Agreement and Subscription Form that are true and accurate
in all respects, including as to the Purchase Price calculated and specified therein;



 


		3.	The Appointing Holder wishes to be an Eligible Participating Holder as defined in and for purposes of the Escrow Agreement;



 


	 	4.	 The Noteholder Representative shall not execute or deliver a Joint Written Direction to disburse Escrow Funds pursuant
    to section 4(a) of the Escrow Agreement without first having received written direction letters in the form annexed hereto as Annex
    B executed by Participating Holders holding at least a majority in the aggregate outstanding principal amount of notes
    issued pursuant to each of: (a) the indenture for the 2024 and 2026 Notes, (b) the indenture for the 2025 Notes, and (c)
    the indenture for the 2027 Notes (a “Noteholder Direction”);1






 


 












	1	Prior to seeking a Noteholder Disbursement Direction, the Noteholder Representative will deliver to the Appointing Holder a
notice of request for direction with respect to the proposed disbursement of Escrow Funds (a “Direction Request”).


 


 






    - 1 -


     


    

 


		5.	In serving as Noteholder Representative, Milbank LLP is not providing any legal services to the Appointing Noteholder or taking
on any obligation to provide legal services to the Appointing Noteholder and the Appointing Noteholder hereby waives any conflict
of interest and agrees not to seek to disqualify Milbank LLP from taking on any engagement as a result of Milbank LLP’s service
as Noteholder Representative;
	 	 	 
		6.	If, at any time, there is any dispute among the Issuer, the Escrow Agent, the Noteholder Representative, or any Participating
Holder with respect to the disposition of all or any portion of the Escrow Funds (or any direction relating thereto) or any obligations
of the Noteholder Representative in respect of the Escrow Agreement, or this Noteholder Representative Appointment Letter, then
the Noteholder Representative may seek any such relief as it may determine appropriate (by means of an interpleader action or any
other appropriate method) in any court of competent jurisdiction in any venue convenient to the Noteholder Representative;



 


		7.	Milbank LLP may resign on one (1) business day’s notice as Noteholder Representative by delivering written notice to
the Appointing Holder, in which case the Appointing Holder shall have the ability to designate a successor Noteholder Representative
as contemplated under the Escrow Agreement; and



 


		8.	Milbank LLP shall have no liability to the Appointing Holder in connection with any actions taken in connection with serving
as Noteholder Representative (including, without limitation, in connection with any instruction or direction under the Escrow Agreement).



 


The undersigned certifies to Milbank LLP that it is duly authorized
to act on behalf of itself and/or the Appointing Holder on whose behalf it has executed this letter agreement. This Noteholder
Representative Appointment Letter shall be governed by and interpreted in accordance with the law of the State of New York.


   


[Signature Page to Follow]


 






    - 2 -


     


    

 


	 	[INSERT ENTITY
    NAME]
	 	 
	 	By:	            
	 	Name:
	 	Title:
	 	 
	 	Address for Notice:
	 	  
	 	Attention:
	 	Email:




 





AMC Noteholder Representative Appointment Letter Signature Page 



     


     


    




  


Annex A to Noteholder Representative Appointment Letter


 


Escrow Agreement


  






     


     


    

 


Annex B to Noteholder Representative
Appointment Letter


 


Form of Noteholder Disbursement Direction 


  


[_], 2020


  


Milbank LLP


Noteholder Representative


55 Hudson Yards


New York, NY 10001


	Attention:	Paul Denaro (pdenaro@milbank.com)
	 	Michael Price (mprice@milbank.com)
	 	Abhilash Raval (araval@milbank.com)




 


Re:        AMC
Entertainment Holdings, Inc. (the “Issuer”)


 


To the Noteholder Representative:


 


Reference is made to the Noteholder Representative Appointment
Letter, dated as of July [●], 2020 (the “Noteholder Representative Appointment Letter”). Capitalized terms
used but not defined elsewhere in this Agreement have the meanings specified in the Noteholder Representative Appointment Letter.


 


The undersigned Appointing Holder hereby acknowledges that the
Backstop Conditions described in section 4(a) of the Escrow Agreement have been duly satisfied or waived and hereby authorizes
and directs the Noteholder Representative to execute and deliver one or more Joint Written Directions to the Escrow Agent to disburse
the Escrow Funds set forth in the Direction Request dated [●], 2020.


 


The undersigned certifies to Milbank LLP
that it is duly authorized to act on behalf of itself and/or the Appointing Holder on whose behalf it has executed this direction
letter.


 


	 	[APPOINTING HOLDER]
	 	 
	 	By:	             
	 	Name:
	 	Title:
	 	 
	 	Address for Notice:
	 	 
	 	Attention:
	 	Email: