Exhibit 10.2


 


EXECUTION VERSION


 


Privileged


 


 



 


BACKSTOP AGREEMENT


 


AMONG


 


AMC ENTERTAINMENT HOLDINGS, INC.,


 


EACH OF THE OTHER CREDIT PARTIES LISTED
ON SCHEDULE 1 HERETO, AND


 


THE BACKSTOP PARTIES PARTY HERETO


 


Dated as of July 10, 2020


 


 






 



    


     


    







 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS	2
	 	 	 
	Section 1.1	Definitions	2
	 	 	 
	Section 1.2	Construction	13
	 	 	 
	ARTICLE II BACKSTOP COMMITMENT	14
	 	 	 
	Section 2.1	The Rights Offering	14
	 	 	 
	Section 2.2	The Subscription Commitment and Backstop Commitment	14
	 	 	 
	Section 2.3	Backstop Party Default	14
	 	 	 
	Section 2.4	Funding	15
	 	 	 
	Section 2.5	Closing	17
	 	 	 
	Section 2.6	No Transfer of Backstop Commitments	18
	 	 	 
	Section 2.7	Designation Rights	18
	 	 	 
	Section 2.8	Notification of Aggregate Principal Amount of Exercised Subscription Rights and Oversubscription Rights.	19
	 	 	 
	Section 2.9	Rights Offering	19
	 	 	 
	ARTICLE III BACKSTOP PREMIUMS	19
	 	 	 
	Section 3.1	The Backstop Premiums Payable by the Credit Parties	19
	 	 	 
	Section 3.2	Payment of the Backstop Premium	20
	 	 	 
	Section 3.3	Tax Treatment	20
	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES	20
	 	 	 
	Section 4.1	Disclosure in the Offering Memorandum.	20
	 	 	 
	Section 4.2	[Reserved]	21
	 	 	 
	Section 4.3	No Offers.	21
	 	 	 
	Section 4.4	No General Solicitation.	21
	 	 	 
	Section 4.5	Rule 144A(d)(3).	21
	 	 	 
	Section 4.6	No Registration.	21
	 	 	 
	Section 4.7	Investment Company Act.	21
	 	 	 
	Section 4.8	No Payments for Solicitation.	21
	 	 	 
	Section 4.9	Due Incorporation.	21
	 	 	 
	Section 4.10	Authorized Shares.	22
	 	 	 
	Section 4.11	Disclosure.	22
	 	 	 
	Section 4.12	Due Authorization and Enforceability.	22



 






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	 	 	Page



	 	 	 
	Section 4.13	Security Documents.	23
	 	 	 
	Section 4.14	No consent.	23
	 	 	 
	Section 4.15	No Conflict.	23
	 	 	 
	Section 4.16	Consolidated Financial Statements.	24
	 	 	 
	Section 4.17	Legal Proceedings.	24
	 	 	 
	Section 4.18	Properties.	24
	 	 	 
	Section 4.19	Intellectual Property.	25
	 	 	 
	Section 4.20	No Violation.	25
	 	 	 
	Section 4.21	KPMG.	25
	 	 	 
	Section 4.22	CohnReznick.	25
	 	 	 
	Section 4.23	Tax Returns.	25
	 	 	 
	Section 4.24	Labor.	26
	 	 	 
	Section 4.25	Dividends.	26
	 	 	 
	Section 4.26	Insurance.	26
	 	 	 
	Section 4.27	Licenses.	26
	 	 	 
	Section 4.28	Internal Controls.	26
	 	 	 
	Section 4.29	Disclosure Controls.	27
	 	 	 
	Section 4.30	Environmental Laws.	27
	 	 	 
	Section 4.31	ERISA.	27
	 	 	 
	Section 4.32	Money Laundering.	28
	 	 	 
	Section 4.33	Sarbanes-Oxley.	28
	 	 	 
	Section 4.34	OFAC.	28
	 	 	 
	Section 4.35	Anti-bribery.	28
	 	 	 
	Section 4.36	Sanctions.	29
	 	 	 
	Section 4.37	Statistical Data.	29
	 	 	 
	Section 4.38	Prohibited Dealings.	29
	 	 	 
	Section 4.39	[Reserved]	29
	 	 	 
	Section 4.40	Information Technology.	29
	 	 	 
	ARTICLE V [Reserved]	30
	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES	30
	 	 	 
	Section 6.1	Incorporation	30



 






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	 	 	Page
	 	 	 
	Section 6.2	Corporate Power and Authority	30
	 	 	 
	Section 6.3	Execution and Delivery	30
	 	 	 
	Section 6.4	No Registration	30
	 	 	 
	Section 6.5	Purchasing Intent	31
	 	 	 
	Section 6.6	Sophistication; Evaluation	31
	 	 	 
	Section 6.7	Subordinated Notes	31
	 	 	 
	Section 6.8	No Conflict	31
	 	 	 
	Section 6.9	Consents and Approvals	32
	 	 	 
	Section 6.10	No Broker’s Fees	32
	 	 	 
	ARTICLE VII ADDITIONAL COVENANTS	32
	 	 	 
	Section 7.1	Commercially Reasonable Efforts	32
	 	 	 
	Section 7.2	Blue Sky	33
	 	 	 
	Section 7.3	No Integration; No General Solicitation	33
	 	 	 
	Section 7.4	Listing	33
	 	 	 
	Section 7.5	Compliance with the New First Lien Notes Indenture and Second Lien Subordinated Notes Indenture.	33
	 	 	 
	Section 7.6	Incurrence of Additional Debt Obligations	33
	 	 	 
	Section 7.7	Alternative Transactions	34
	 	 	 
	Section 7.8	DTC Eligibility	34
	 	 	 
	Section 7.9	Use of Proceeds	34
	 	 	 
	Section 7.10	Registration Rights Agreement.	34
	 	 	 
	Section 7.11	Notes Legend.	34
	 	 	 
	Section 7.12	Conditions to Modification of the Convertible Notes Exchange	34
	 	 	 
	ARTICLE VIII CONDITIONS TO THE OBLIGATIONS OF THE PARTIES	34
	 	 	 
	Section 8.1	Conditions to the Obligations of the Backstop Parties	34
	 	 	 
	Section 8.2	Waiver or Amendment of Conditions to the Obligations of the Backstop Parties	37
	 	 	 
	Section 8.3	Conditions to the Obligations of the Credit Parties	37
	 	 	 
	ARTICLE IX INDEMNIFICATION AND CONTRIBUTION	38
	 	 	 
	Section 9.1	Indemnification Obligations	38
	 	 	 
	Section 9.2	Indemnification Procedure	39
	 	 	 
	Section 9.3	Settlement of Indemnified Claims	40



 






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	 	 	Page



	 	 	 
	Section 9.4	Contribution	40
	 	 	 
	Section 9.5	Treatment of Indemnification Payments	40
	 	 	 
	Section 9.6	Survival of Representations, Warranties, Covenants, Indemnities and Agreements	41
	 	 	 
	ARTICLE X TERMINATION	41
	 	 	 
	Section 10.1	Consensual Termination	41
	 	 	 
	Section 10.2	Automatic Termination; General	41
	 	 	 
	Section 10.3	Termination by the Credit Parties	42
	 	 	 
	Section 10.4	Termination by the Requisite Backstop Parties	42
	 	 	 
	Section 10.5	Termination by Backstop Parties	43
	 	 	 
	Section 10.6	Effect of Termination	44
	 	 	 
	ARTICLE XI GENERAL PROVISIONS	45
	 	 	 
	Section 11.1	Notices	45
	 	 	 
	Section 11.2	Assignment; Third-Party Beneficiaries	46
	 	 	 
	Section 11.3	Prior Negotiations; Entire Agreement	46
	 	 	 
	Section 11.4	Governing Law; Venue	46
	 	 	 
	Section 11.5	Waiver of Jury Trial	47
	 	 	 
	Section 11.6	Counterparts	47
	 	 	 
	Section 11.7	Waivers and Amendments; Rights Cumulative; Consent; Limitations	47
	 	 	 
	Section 11.8	Headings	48
	 	 	 
	Section 11.9	Specific Performance	48
	 	 	 
	Section 11.10	Damages	48
	 	 	 
	Section 11.11	No Reliance	48
	 	 	 
	Section 11.12	Publicity	48
	 	 	 
	Section 11.13	No Recourse	49
	 	 	 
	Section 11.14	Fiduciary Duties	49
	 	 	 
	Section 11.15	Severability	50
	 	 	 
	Section 11.16	Exchange Rate.	50



 


SCHEDULES


 


	Schedule 1	 	Guarantors
	Schedule 2	 	Backstop Commitments



 



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	 	 	Page
	 	 	 



	Schedule 3	 	Initial Backstop Parties
	Schedule 4	 	Consents





 


EXHIBITS


 


	Exhibit A	 	Transaction Support Agreement
	Exhibit B	 	Form of Funding Notice
	Exhibit C	 	Form of Weil, Gotshal & Manges LLP Closing Opinion




 






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BACKSTOP COMMITMENT AGREEMENT


 


THIS BACKSTOP COMMITMENT
AGREEMENT (together with the exhibits attached hereto and as may be amended, restated, supplemented, or otherwise modified from
time to time in accordance with the terms hereof, this “Agreement”), dated as of July 10, 2020, is made
by and among:


 


		(i)	AMC ITD, LLC, AMC License Services, LLC, American Multi-Cinema, Inc., and AMC Card Processing Services,
Inc. (each a “Guarantor” and together the “Guarantors”) and AMC Entertainment
Holdings, Inc. (the “Issuer” and, together with the Guarantors, the “Credit Parties”);
and



 


		(ii)	each of the Backstop Parties (as defined below).



 


Each Credit Party and
each Backstop Party is referred to herein, individually, as a “Party” and, collectively, as the “Parties.”


 


RECITALS


 


WHEREAS,
the Issuer and the applicable Subordinated Notes Indentures Trustees (as defined below) are parties to the applicable Subordinated
Notes Indentures (as defined below), under which (i) the 2024 and 2026 Notes (as defined below) were issued in the original aggregate
principal amount of £500,000,000 and $595,000,000, respectively; (ii) the 2025 Notes (as defined below) were issued in the
original aggregate principal amount of $600,000,000; and (iii) the 2027 Notes (as defined below) were issued in the original aggregate
principal amount of $475,000,000. The current principal amount outstanding of the 2024 and 2026 Notes is £500,000,000 and
$595,000,000, respectively, the current principal amount outstanding of the 2025 Notes is $600,000,000, and the current principal
amount outstanding of the 2027 Notes is $475,000,000 such that the current principal amount outstanding of the Subordinated Notes
is $1,670,000,000 and £500,000,000;


 


WHEREAS,
prior to the date hereof, the Parties have negotiated the terms of the Transaction (as defined below) in good faith and at arm’s
length, as set forth and as specified in (i) the Transaction Support and Standstill Agreement (including all exhibits attached
thereto, the “Transaction Support Agreement”), dated as of the date hereof, entered into by and among
the Credit Parties and certain Consenting Noteholders (as defined therein) party thereto, attached hereto as Exhibit A,
and (ii) the Offering Memorandum used in connection with the Exchange Offer and Consent Solicitation (as defined below) and the
Rights Offering (as defined below) for the New First Lien Notes (as defined below);


 


WHEREAS,
the Transaction will be effectuated through: (i) an amendment to the existing exchange offer conducted by the Credit Parties to
exchange any and all of the Subordinated Notes for, among other things, Second Lien Subordinated Notes in the aggregate principal
amount of approximately $1.7 billion as described in the Offering Memorandum (as so amended, the “Exchange Offer”),
and a related consent solicitation (the “Consent Solicitation”) to remove substantially all of the covenants
in the Subordinated Notes Indentures (together, the “Exchange Offer and Consent Solicitation”), which
the Company will hold open for a minimum of ten (10) Business Days, (ii) the issuance of the New First Lien Notes by the Issuer
to the Participating Holders (as defined in the Offering Memorandum) pursuant to the Rights Offering and to the Backstop Parties
pursuant to the Backstop Commitment (as defined below), each on the terms described herein and in the Offering Memorandum (such
transactions in clauses (i) and (ii) collectively referred to herein as the “Transaction”);


 






    


     


    

 


WHEREAS, in connection
with the Transaction and pursuant to this Agreement, and in accordance with the Offering Memorandum, the Credit Parties will conduct
a rights offering for the Rights Offering Notes (as defined below); and


 


WHEREAS, subject to the
terms and conditions contained in this Agreement, each Backstop Party has agreed to purchase (on a several and not joint basis)
its Backstop Commitment Percentage of the Unsubscribed New First Lien Notes, if any;


 


NOW, THEREFORE, in consideration
of the mutual promises, agreements, representations, warranties and covenants contained herein, the receipt and sufficiency of
which are hereby acknowledged, each of the Parties hereby agrees as follows:


 


ARTICLE
I



DEFINITIONS


 


Section
1.1            Definitions.
Except as otherwise expressly provided in this Agreement, whenever used in this Agreement (including any Exhibits and Schedules
attached hereto), the following terms shall have the respective meanings specified therefor below:


 


“2024 and
2026 Notes” means each of the £500,000,000 in aggregate principal amount of 6.375% Senior Subordinated Notes
due 2024 and the $595,000,000 in aggregate principal amount of 5.875% Senior Subordinated Notes due 2026, in each case issued by
the Issuer pursuant to the 2024 and 2026 Notes Indenture.


 


“2024 and
2026 Notes Claims” means any Claims arising under or related to the 2024 and 2026 Notes Indenture.


 


“2024 and
2026 Notes Indenture” means that certain indenture, dated November 8, 2016 (as amended, modified, or otherwise supplemented
from time to time), by and among the Issuer, each of the guarantors named therein and the 2024 and 2026 Notes Indenture Trustee.


 


“2024 and
2026 Notes Indenture Trustee” means U.S. Bank National Association, in its capacity as trustee under the 2024 and
2026 Notes Indenture.


 


“2025 Notes”
means the $600,000,000 in aggregate principal amount of 5.75% Senior Subordinated Notes due 2025, issued by AMC Entertainment Inc.
pursuant to the 2025 Notes Indenture.


 


“2025 Notes
Claims” means any Claims arising under or related to the 2025 Notes Indenture.


 






    2


     


    




 


“2025 Notes
Indenture” means that certain indenture, dated June 5, 2015 (as amended, modified, or otherwise supplemented from
time to time), by and among AMC Entertainment Inc., each of the guarantors named therein and the 2025 Notes Indenture Trustee.


 


“2025 Notes
Indenture Trustee” means U.S. Bank National Association, in its capacity as trustee under the 2025 Notes Indenture.


 


“2027 Notes”
means the $475,000,000 in aggregate principal amount of 6.125% Senior Subordinated Notes due 2027, issued by the Issuer pursuant
to the 2027 Notes Indenture.


 


“2027 Notes
Claims” means any Claims arising under or related to the 2027 Notes Indenture.


 


“2027 Notes
Indenture” means that certain indenture, dated March 17,2017 (as amended, modified, or otherwise supplemented from
time to time), by and among the Issuer, each of the guarantors named therein and the 2027 Notes Indenture Trustee.


 


“2027 Notes
Indenture Trustee” means U.S. Bank National Association, in its capacity as trustee under the 2027 Notes Indenture.


 


“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 Exchange Offers at a cash price of 90% of their principal amount less a 2% 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 Credit Parties 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.


 


“Advisors”
means (i) Milbank LLP and (ii) Guggenheim Securities, LLC., in their capacities as legal, financial and strategic advisors, as
applicable, to the Backstop Parties.


 


“Affiliate”
or “Affiliated” means, with respect to any Person, any other Person directly or indirectly controlling, controlled
by, or under common control with, such Person as of the date on which, or at any time during the period for which, the determination
of affiliation is being made (including any Related Funds of such Person); provided, that for purposes of this Agreement,
no Backstop Party shall be deemed an Affiliate of the Credit Parties or any of their Subsidiaries. For purposes of this definition,
the term “control” (including the correlative meanings of the terms “controlled by” and “under common
control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract
or otherwise.


 


“Agreement”
has the meaning set forth in the Preamble.


 



    3


     


    

 


“Alternative
Transaction” means any dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors,
merger, transaction, consolidation, business combination, joint venture, partnership, sale of assets, financing (debt or equity),
or restructuring of, or any recapitalization, repurchase, exchange or amendment of a material portion of the indebtedness of, any
of the Credit Parties, other than the Transaction.


 


“Available
New First Lien Notes” means the Unsubscribed New First Lien Notes and (subject to the Oversubscription Rights of
any other holders of Subordinated Notes Claims in the Rights Offering, which shall have priority with respect to any allocation
of Rights Offering Notes) the Rights Offering Notes that any Backstop Party fails to purchase as a result of a Backstop Party Default
by such Backstop Party.


 


“Backstop
Amount” has the meaning set forth in Section 2.4(a)(vi) hereof.


 


“Backstop
Commitment” has the meaning set forth in Section 2.2(b) hereof.


 


“Backstop
Commitment Percentage” means, with respect to any Backstop Party, such Backstop Party’s percentage of the Backstop
Commitment as set forth adjacent to such Backstop Party’s name under the column titled “Backstop Commitment Percentage”
on Schedule 2 (as it may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement).
Any reference to “Backstop Commitment Percentage” in this Agreement means the Backstop Commitment Percentage in effect
at the time of the relevant determination.


 


“Backstop
Commitment Premiums” has the meaning set forth in Section 3.1 hereof.


 


“Backstop
Party” or “Backstop Parties” means, relating to any Backstop Commitment, either (A)
an actual or beneficial holder or holders of such Backstop Commitment, including the signatory therefor, its affiliates and
its and their respective accounts and funds advised or managed by any of them, or other entities that hold Subordinated Notes
directly or indirectly on their behalf (or their applicable designees), or (B) an actual or beneficial holder or holders of
Backstop Commitments (or their applicable designees), 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 Backstop
Party on such Backstop Party’s signature page. With respect to any signatory to this Agreement, the applicable
definition of Backstop Party as between clauses (A) and (B) above shall be either (x) identified on a strictly confidential
basis to Weil, Gotshal & Manges LLP by Milbank LLP or (y) as identified by the Backstop Party on such Backstop Party’s signature page.


 


“Backstop
Party Default” means, with respect to any Backstop Party, (x) such Backstop Party fails to (i) fully exercise
all of its Subscription Rights pursuant to and in accordance with the Rights Offering in accordance with Section 2.2(a)
hereof or (ii)  deliver and pay the aggregate Purchase Price payable by it for its Backstop Commitment Percentage of any Unsubscribed
New First Lien Notes by the Closing Date in accordance with Section 2.4 hereof or (y) such Backstop Party denies or
disaffirms its obligations in writing (electronic or otherwise) pursuant to Section 2.2(a) or Section 2.4 hereof.


 






    4


     


    

 


“Backstop
Party Replacement” has the meaning set forth in Section 2.3(a) hereof.


 


“Backstop
Party Replacement Period” has the meaning set forth in Section 2.3(a) hereof.


 


“Backstop
Party Withdrawal Replacement” has the meaning set forth in Section 10.5(b) hereof.


 


“Backstop
Party Withdrawal Replacement Period” has the meaning set forth in Section 10.5(b) hereof.


 


“Backstop
Premiums” has the meaning set forth in Section 3.1 hereof.


 


“Bankruptcy
Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as amended from time to time).


 


“Business
Day” means any day other than a Saturday, Sunday or any other day on which
banks in New York City, New York are not open for business.


 


“Claim”
means (a) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, or (b) a right to an equitable remedy for breach of performance
if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured, unmatured, disputed, undisputed, secured, or unsecured, each as set forth in section 101(5) of the Bankruptcy
Code.


 


“Class A
Common Stock” means the Class A common stock of AMC Entertainment Holdings, Inc.


 


“Closing”
has the meaning set forth in Section 2.5(a) hereof.


 


“Closing
Date” has the meaning set forth in Section 2.5(a) hereof.


 


“Code”
means the Internal Revenue Code of 1986.


 


“Collateral”
has the meaning set forth in the Offering Memorandum.


 


“Collateral
Agent” means GLAS Trust Company LLC, as Collateral Agent under the New First Lien Notes Indenture.


 


“Consent
Solicitation” has the meaning set forth in the Recitals.


 


“Contract”
means any agreement, contract or instrument, including any loan, note, bond, mortgage, indenture, guarantee, deed of trust, license,
franchise, commitment, lease, franchise agreement, letter of intent, memorandum of understanding or other obligation, and any amendments
thereto, whether written or oral.


 


“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.


 






    5


     


    

 


“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 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% 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”
means 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, the Credit Agreement
Agent and the financial institutions from time to time party thereto as lenders.


 


“Credit Agreement
Agent” means Citicorp North America, Inc., in its capacity as administrative agent under the Credit Agreement.


 


“Credit Agreement
Facility” means the loan facility entered into by the Issuer pursuant to the Credit Agreement.


 


“Credit Parties”
has the meaning set forth in the Preamble.


 


“DCIP”
has the meaning set forth in Section 4.16 hereof.


 


“Dealer Manager”
means Moelis & Company LLC.


 


“Dealer Manager
Agreement” means the Dealer Manager Agreement, dated June 3, 2020, by and among the Credit Parties and the Dealer
Manager, as amended and restated on July 10, 2020.


 


“Defaulting
Backstop Party” means the applicable defaulting Backstop Party in respect of a Backstop Party Default that is continuing.


 


“Definitive
Documents” means this Agreement, the Transaction Support Agreement (including the exhibits attached thereto), the
New First Lien Notes Indenture, the Second Lien Subordinated Notes Indenture, Additional Silver Lake First Lien Notes Indenture,
Offering Memorandum, the Subscription Agreements, the Subscription Escrow Agreement, the Registration Rights Agreement, the Security
Documents, the Intercreditor Agreement, the Intercreditor Agreement Joinder and any such other documentation, agreements or supplements
referred to herein or therein or otherwise contemplated hereby.


 


“DTC”
means The Depository Trust Company.


 






    6


     


    

 


“Enforceability
Limitations” has the meaning set forth in Section 4.12 hereof.


 


“Environmental
Laws” has the meaning set forth in Section 4.30 hereof.


 


“Equity Interests”
means all shares of capital stock, common or preferred equity or other equity interests, and any options, warrants, convertible
securities or other rights, agreements, arrangements or commitments of any character relating to the same.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974.


 


“Event”
means any event, development, occurrence, circumstance, effect, condition, result, state of facts or change.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Exchange
Offer” has the meaning set forth in the Recitals.


 


“Exchange
Offer and Consent Solicitation” has the meaning set forth in the Recitals.


 


“Existing
First Lien Notes” means the $500,000,000 in aggregate principal amount of 10.5% Subordinated 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 the Existing First Lien Notes
Indenture Trustee.


 


“Existing
First Lien Notes Indenture Trustee” means U.S. Bank National Association, in its capacity as trustee under the Existing
First Lien Notes Indenture.


 


“FCPA”
has the meaning set forth in Section 4.35 hereof.


 


“Funding
Amount” has the meaning set forth in Section 2.4(a)(vi) hereof.


 


“Funding
Commitment” has the meaning set forth in Section 2.2(b) hereof.


 


“Funding
Notice” has the meaning set forth in Section 2.4(a) hereof.


 


“Governmental
Entity” means any U.S. or non-U.S. international, regional, federal, state, municipal or local governmental,
judicial, administrative, legislative or regulatory authority, entity, instrumentality, agency, department, commission, court or
tribunal of competent jurisdiction (including any branch, department or official thereof).


 


“Guarantors”
means each of the guarantors of the New First Lien Notes.


 


“Guggenheim
Engagement Letter” means that certain engagement letter between the Issuer and Guggenheim Securities, LLC dated as
of May 1, 2020.


 






    7


     


    

 


“Indemnified
Claim” has the meaning set forth in Section 9.2 hereof.


 


“Indemnified
Person” has the meaning set forth in Section 9.1 hereof.


 


“Indemnifying
Party” has the meaning set forth in Section 9.1 hereof.


 


“Initial
Backstop Commitment Percentage” means, with respect to any Initial Backstop Party, the percentage set forth adjacent
to such Backstop Party’s name under the column titled “Initial Backstop Commitment Percentage” on Schedule 3
hereof (as it may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement). Any reference
to “Initial Backstop Commitment Percentage” in this Agreement means the Initial Backstop Commitment Percentage in effect
at the time of the relevant determination.


 


“Initial
Backstop Party” shall mean a Backstop Party identified on Schedule 3 hereof (as it may be amended, supplemented
or otherwise modified from time to time in accordance with this Agreement).


 


“Initial
Backstop Premium” has the meaning set forth in Section 3.1 hereof.


 


“Intercreditor
Agreement” means the first lien/second lien intercreditor agreement entered into on the Closing Date between the
collateral agent under Second Lien Subordinated Notes Indenture and (among others) the collateral agent under the Existing First
Lien Notes Indenture.


 


“Intercreditor
Agreement Joinder” means the first lien intercreditor agreement joinder entered into on the Closing Date by the collateral
agent for the New First Lien Notes and (among others) the collateral agent for the collateral agent for the Senior Credit Facilities.


 


“Issuer”
has the meaning set forth in the Preamble.


 


“IT Systems”
has the meaning set forth in Section 4.40 hereof.


 


“Launch Date”
has the meaning set forth in Section 7.5 hereof.


 


“Law”
means any law (statutory or common), statute, regulation, rule, code or ordinance enacted, adopted, issued or promulgated by any
Governmental Entity.


 


“Lien”
has the meaning set forth in each of the 2024 and 2026 Notes Indenture, 2025 Notes Indenture and 2027 Notes Indenture.


 


“Losses”
has the meaning set forth in Section 9.1 hereof.


 


“Material
Adverse Effect” has the meaning set forth in Section 4.15 hereof.


 


“Milbank
Fee Letter” means that certain fee letter between the Issuer and Milbank LLP dated as of July 9, 2020.


 


“Money Laundering
Laws” has the meaning set forth in Section 4.32 hereof.


 






    8


     


    

 


“New
First Lien Notes” means the 10.5% First Lien Senior Secured Notes due 2026 to be
issued by the Issuer.


 


“New
First Lien Notes Indenture” means the indenture to be dated the Closing Date among
the Issuer, the Guarantors, the Trustee and the Collateral Agent pursuant to which the New First Lien Notes are issued.


 


“Odeon Facility”
means that certain Revolving Credit Agreement dated as of December 7, 2017 between Odeon Cinemas Group Limited, Odeon Cinemas Limited,
the guarantors party thereto, Lloyds Bank PLC, as the agent, security trustee and security agent, the lenders party thereto and
the other parties party thereto, as amended, supplemented or otherwise modified.


 


“Offering
Memorandum” means the offering memorandum (including any amendment or supplement thereto consented to by the Requisite
Backstop Parties) relating to the Exchange Offer and Consent Solicitation, the Rights Offering in the form attached as Exhibit
C to the Transaction Support Agreement.


 


“Order”
means any judgment, order, award, injunction, writ, permit, license or decree of any Governmental Entity or arbitrator of applicable
jurisdiction.


 


“Outside
Date” has the meaning set forth in Section 10.4(c) hereof.


 


“Oversubscription
Amount” has the meaning set forth in Section 2.4(a)(iv) hereof.


 


“Oversubscription
Premium” means a cash amount equal to 20.0% of the principal amount of New First Lien Notes sold by the Company in
the Rights Offering pursuant to the Oversubscription Rights.


 


“Oversubscription
Rights” shall have the meaning ascribed to such term in the Offering Memorandum.


 


“Party”
has the meaning set forth in the Preamble.


 


“Person”
means an individual, firm, corporation (including any non-profit corporation), partnership, limited liability company, joint venture,
association, trust, Governmental Entity or other entity or organization.


 


“Personal
Data” has the meaning set forth in Section 4.40 hereof.


 


“Purchase
Price” means $1,000 per $1,000 principal amount of Rights Offering Notes or the Unsubscribed New First Lien Notes,
as applicable.


 


“Real Property”
means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests
in real property owned in fee simple or leased by the Credit Parties or any of their Subsidiaries, together with, in each case,
all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures incidental to the ownership
or lease thereof.


 






    9


     


    

 


“Registration
Rights Agreement” means the registration rights agreement relating to the registration of shares of Class A Common
Stock issued under the Backstop Commitment Premiums to be entered into as of the Closing Date, which agreement shall be in form
and substance consistent with the terms set forth in the Transaction Term Sheet attached as Exhibit A to the Transaction Support
Agreement, and otherwise in form and substance reasonably satisfactory to the Requisite Backstop Parties.


 


“Related
Fund” means (i) any investment funds or other entities who are advised by one or more Affiliated investment
advisors, (ii) any investment advisor with respect to an investment fund or entity it advises and (iii) any other entities
that hold Subordinated Notes directly or indirectly on behalf of the undersigned entities, their affiliates and their and their
affiliates’ respective accounts and funds managed or advised by any of them.


 


“Related
Party” means, with respect to any Person, (i) any former, current or future director, officer, agent, Representative,
Affiliate, employee, general or limited partner, member, manager or stockholder of such Person and (ii) any former, current
or future director, officer, agent, Representative, Affiliate, employee, general or limited partner, member, manager or stockholder
of any of the foregoing, in each case solely in their respective capacity as such.


 


“Related
Purchaser” means, with respect to any Backstop Party, a creditworthy Affiliate or Related Fund of such Backstop Party,
as applicable.


 


“Replacement
Backstop Parties” has the meaning set forth in Section 2.3(a) hereof.


 


“Representatives”
means, with respect to any Person, such Person’s directors, officers, members, partners, managers, employees, agents, investment
bankers, attorneys, accountants, advisors and other representatives.


 


“Requisite
Backstop Parties” means the Backstop Parties holding at least a majority (or, solely with respect to Section 8.2
hereof, 662/3%) of the
aggregate Backstop Commitments, as of the date on which the consent or approval is solicited; provided, however,
that the votes and commitments of any Defaulting Backstop Party shall be excluded from the calculation of Backstop Commitment
Percentages for purposes of this definition.


 


“Rights Offering”
means the rights offering for the issuance of up to $200 million of New First Lien Notes pursuant to the Offering Memorandum and
the Subscription Agreements.


 


“Rights Offering
Expiration Time” means 5:00 p.m., New York City time, on the date that is ten (10) Business Days following the date
of the commencement of the Rights Offering or as may be extended by the Credit Parties with the consent of the Requisite Backstop
Parties in accordance herewith.


 






    10


     


    

 


“Rights Offering
Notes” means the New First Lien Notes issuable in the Rights Offering, upon the exercise of Subscription Rights or
Oversubscription Rights pursuant to the Offering Memorandum and the Subscription Agreements.


 


“Rights Offering
Participants” means those Persons who duly subscribe for Rights Offering Notes (including funding the applicable
Purchase Price thereof) in accordance with the Offering Memorandum.


 


“Rights Offering
Subscription Agent” means Global Bondholder Services Corporation, or another subscription agent appointed by the
Credit Parties and reasonably satisfactory to the Requisite Backstop Parties.


 


“Sanctioned
Country” has the meaning set forth in Section 4.36 hereof.


 


“Sanctioned
Persons” has the meaning set forth in Section 4.34 hereof.


 


“Sanctions”
means any economic or financial sanctions imposed, administered or enforced by the United States (including the U.S. Department
of State and the Office of Foreign Assets Control of the U.S. Department of the Treasury), the European Union or any of its
member states, the United Nations Security Council or the United Kingdom (including the Office of Financial Sanctions Implementation
of Her Majesty’s Treasury).


 


“Sarbanes-Oxley
Act” has the meaning set forth in Section 4.33 hereof.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Second Lien
Subordinated Notes” means the 10%/12% Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026 to be issued
by the Issuer.


 


“Second
Lien Subordinated Notes Indenture” means the indenture dated as of the Closing
Date, among the Issuer, the Guarantors, the Trustee and the Collateral Agent pursuant to which the Second Lien Subordinated
Notes are issued.


 


“Second Lien
Subordinated Notes Indenture Trustee” means GLAS Trust Company LLC, in its capacity as trustee under Second Lien
Subordinated Notes Indenture.


 


“Section
4(a)(2)” means Section 4(a)(2) of the Securities Act.


 


“Securities”
means the Rights Offering Notes, the Unsubscribed New First Lien Notes, the Second Lien Subordinated Notes and the Class A Common
Stock, in each case as exchanged, transferred and sold in accordance with this Agreement, the Transactions and the Offering Memorandum.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Security
Documents” means the security agreement, dated as of the Closing Date, together with any deeds of trusts and other
agreements or instruments evidencing or creating a security interest by any Credit Party in favor of the Collateral Agent for the
benefit of itself, the Trustee and the holders of the New First Lien Notes, and any intercreditor agreement or other agreement
or instrument setting forth the relative priorities of any such security interest.


 






    11


     


    

 


“Senior
Debt Facilities” means the Credit Agreement Facility, the Existing First Lien Notes
and the Odeon Facility.


 


“Settlement
Date” means the settlement date for the Exchange Offer that is expected to occur
five Business Days after the Rights Offering Expiration Time.


 


“Significant
Terms” means, collectively, (i) the definitions of “Purchase Price,” “Requisite Backstop Parties,”
and “Significant Terms” and (ii) the terms of Section 2.1, Section 2.2, Section 2.3,
Section 2.4, Article III, Section 8.2, Article IX, Section 10.5 and Section 11.7 hereof.


 


“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 Credit Parties or any portfolio company). 


 


“Subordinated
Notes” means, collectively, the 2024 and 2026 Notes, the 2025 Notes and the 2027
Notes.


 


“Subordinated
Notes Claims” means, collectively, the 2024 and 2026 Notes Claims, the 2025 Notes
Claims and the 2027 Notes Claims.


 


“Subordinated
Notes Indentures” means, collectively, the 2024 and 2026 Notes Indenture, the 2025
Notes Indenture and the 2027 Notes Indenture.


 


“Subordinated
Notes Indentures Trustees” means, collectively, the 2024 and 2026 Notes Indenture
Trustee, the 2025 Notes Indenture Trustee and the 2027 Notes Indenture Trustee.


 


“Subscription
Account” has the meaning set forth in Section 2.4(a)(vii) hereof.


 


“Subscription
Agreements” means, collectively, each subscription agreement between the Issuer and a holder of Subordinated Notes
pursuant to the Rights Offering and the Exchange Offer as described in the Offering Memorandum in the form attached as Exhibit
F to the Transaction Support Agreement.


 


“Subscription
Amount” has the meaning set forth in Section 2.4(a)(iii) hereof.


 


“Subscription
Commitment” has the meaning set forth in Section 2.2(a) hereof.


 


“Subscription
Rights” means those certain rights to purchase the Rights Offering Notes at the Purchase Price, which the Issuer
will issue to the holders of Subordinated Notes Claims pursuant to the Rights Offering, but not including the Oversubscription
Rights.


 






    12


     


    

 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, joint venture or other legal entity as to which such Person (either
alone or through or together with any other subsidiary or Affiliate), (a) owns, directly or indirectly, more than fifty percent
(50.0%) of the stock or other Equity Interests, (b) has the power to elect a majority of the board of directors or similar
governing body thereof or (c) has the power to direct, or otherwise control, the business and policies thereof.


 


“Taxes”
means all taxes, assessments, duties, levies or other similar mandatory governmental charges paid to a Governmental Entity, including
all federal, state, local, foreign and other income, franchise, profits, gross receipts, capital gains, capital stock, transfer,
property, sales, use, value-added, occupation, excise, severance, windfall profits, stamp, payroll, social security, withholding
and other taxes, assessments, duties, levies or other similar mandatory governmental charges of any kind whatsoever paid to a Governmental
Entity (whether payable directly or by withholding and whether or not requiring the filing of a return), all estimated taxes, deficiency
assessments, additions to tax, penalties and interest thereon and shall include any liability for such amounts as a result of being
a member of a combined, consolidated, unitary or affiliated group.


 


“Transaction”
has the meaning set forth in the Recitals.


 


“Transaction
Support Agreement” has the meaning set forth in the Recitals.


 


“Transfer”
means sell, transfer, assign, pledge, hypothecate, participate, donate or otherwise encumber or dispose of, directly or indirectly
(including through derivatives, options, swaps, pledges, forward sales or other transactions in which any Person receives the right
to own or acquire any current or future interest in) a Backstop Commitment, or the act of any of the aforementioned actions.


 


“Trustee”
means GLAS Trust Company LLC, as Trustee under the New First Lien Notes Indenture.


 


“UKBA”
has the meaning set forth in Section 4.35 hereof.


 


“Unsubscribed
New First Lien Notes” means the Rights Offering Notes that have not been duly purchased by the holders of Subordinated
Notes Claims in the Rights Offering, after taking into account the Oversubscription Amount, and excluding (for the avoidance of
doubt) any Available New First Lien Notes.


 


“Withdrawal
Replacement Backstop Parties” has the meaning set forth in Section 10.5(b) hereof.


 


“Withdrawing
Backstop Party” has the meaning set forth in Section 10.5(b) hereof.


 









    13


     


    

 



 


Section
1.2            Construction. In this Agreement, unless the
context otherwise requires:


 


(a)           references
to Articles, Sections, Exhibits and Schedules are references to the articles and sections or subsections of, and the exhibits
and schedules attached to, this Agreement;


 


(b)           references
in this Agreement to “writing” or comparable expressions include a reference to a written document transmitted by
means of electronic mail in portable document format (.pdf), facsimile transmission or comparable means of communication;


 


(c)           words
expressed in the singular number shall include the plural and vice versa; words expressed in the masculine shall include the feminine
and neuter gender and vice versa;


 


(d)           the words “hereof,” “herein,” “hereto” and “hereunder,” and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole, including all Exhibits and Schedules attached to
this Agreement, and not to any provision of this Agreement;


 


(e)           the term “Agreement” shall be construed as a reference to this Agreement as the same may have been, or may from
time to time be, amended, modified, varied, novated or supplemented;


 


(f)            “include,” “includes” and “including” are deemed to be followed by “without limitation”
whether or not they are in fact followed by such words;


 


(g)           references
to “day” or “days” are references to calendar days;


 


(h)           references to “the date hereof” means the date of this Agreement;


 


(i)            unless
otherwise specified, references to a statute means such statute as amended from time to time, and includes any successor legislation
thereto and any rules or regulations promulgated thereunder in effect from time to time; and


 


(j)            references to “dollars” or “$” are references to United States of America dollars.


 


ARTICLE
II



BACKSTOP COMMITMENT


 


Section
2.1            The Rights Offering.
On and subject to the terms and conditions hereof, the Credit Parties shall conduct the Exchange Offer and Rights Offering pursuant
to, and in accordance with, the Offering Memorandum, this Agreement, the Subscription Agreements and the Transaction Support Agreement,
including the exhibits attached thereto.


 


Section
2.2            The Subscription Commitment and Backstop Commitment.


 


(a)           On
and subject to the terms and conditions hereof, each Backstop Party agrees, severally and not jointly, (i) to validly tender
or cause and/or direct the valid tender of (and to not validly withdraw, or cause and/or direct the valid withdrawal of) all of
their respective Subordinated Notes identified on the signature page to the Transaction Support Agreement executed by such Backstop
Party or acquired subsequent to the date hereof and prior to the Rights Offering Expiration Time, for exchange in the Exchange
Offer, (ii) to fully exercise, or cause and/or direct the full exercise of, all Subscription Rights that are properly issued in
respect of such Subordinated Notes tendered for exchange, pursuant to the Rights Offering and (iii) to duly purchase, or cause
and/or direct the due purchase of, on the Closing Date, all Rights Offering Notes issuable on account of such Backstop Party’s
Subordinated Notes Claims pursuant to such Backstop Party’s Subscription Agreements (the “Subscription Commitment”).


 






    14


     


    

 


(b)           On
and subject to the terms and conditions hereof, each Backstop Party agrees, severally and not jointly, to purchase or cause to
be purchased, and the Issuer agrees to sell to such Backstop Party (or to its designee in accordance with Section 2.8 hereof),
on the Closing Date for the Purchase Price, the principal amount of Unsubscribed New First Lien Notes equal to such Backstop
Party’s Backstop Commitment Percentage multiplied by the aggregate principal amount of Unsubscribed New First Lien Notes,
rounded among the Backstop Parties solely to avoid the issuance of New First Lien Notes in amounts that do not comply with the
minimum denomination requirements set forth in the New First Lien Indenture, as the Backstop Parties may determine in their sole
discretion. The obligations of the Backstop Parties to purchase such Unsubscribed New First Lien Notes as described in this Section 2.2(b)
and set forth on Schedule 2 shall be referred to as the “Backstop Commitment” and, together with
the Subscription Commitment, the “Funding Commitment.”


 


Section
2.3            Backstop Party Default.



 


(a)           With
respect to the Rights Offering, during the two (2) Business Day period after receipt of written notice from the Credit Parties
to all Backstop Parties of a Backstop Party Default, which notice shall be given promptly to all Backstop Parties substantially
concurrently following the occurrence of such Backstop Party Default (such two (2) Business Day period, the “Backstop
Party Replacement Period”), the Backstop Parties (other than any Defaulting Backstop Party) shall have the right,
but not the obligation, to make arrangements for one or more of the Backstop Parties (other than any Defaulting Backstop Party)
to purchase all or any portion of the Available New First Lien Notes (such purchase, a “Backstop Party Replacement”)
on the terms and subject to the conditions set forth in this Agreement and in such amounts as may be agreed upon by all of the
non-defaulting Backstop Parties electing to purchase all or any portion of the Available New First Lien Notes (such Backstop Parties,
the “Replacement Backstop Parties”). Any such Available New First Lien Notes purchased by a Replacement
Backstop Party (i) shall be included, among other things, in the determination of (x) the Unsubscribed New First Lien Notes
to be purchased by such Replacement Backstop Party for all purposes hereunder, (y) the Backstop Commitment Percentage of such
Replacement Backstop Party for all purposes hereunder and (z) the Backstop Commitment of such Replacement Backstop Party for
purposes of the definition of the “Requisite Backstop Parties” and (ii) shall not be included in the determination
of the New First Lien Notes (other than Unsubscribed New First Lien Notes) to be purchased by such Replacement Backstop Party for
all purposes hereunder. If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow
for the Backstop Party Replacement to be completed within the Backstop Party Replacement Period. Schedule 2 shall be
revised as necessary without requiring a written instrument signed by the Credit Parties and the Requisite Backstop Parties to
reflect conforming changes in the composition of the Backstop Parties and Backstop Commitment Percentages as a result of any Backstop
Party Replacement in compliance with this Section 2.3(a). For the avoidance of doubt, the rights of any Replacement Backstop
Parties to any such Available New First Lien Notes shall be subject in all respects to the Oversubscription Rights of any other
holders of Subordinated Notes Claims in the Rights Offering, which shall have priority with respect to any allocation of Rights
Offering Notes.


 






    15


     


    

 


(a)           Notwithstanding
anything in this Agreement to the contrary, if a Backstop Party or an Initial Backstop Party is a Defaulting Backstop Party, it
shall not be entitled to any portion of the Backstop Premiums applicable solely to such Defaulting Backstop Party provided, or
to be provided, under or in connection with this Agreement.


 


(b)           Nothing in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage
of the Unsubscribed New First Lien Notes.


 


(c)           For the avoidance of doubt, notwithstanding anything to the contrary set forth in Section 10.6 hereof, but subject
to Section 11.10 hereof, no provision of this Agreement shall relieve any Defaulting Backstop Party from any liability
hereunder, or limit the availability of the remedies set forth in Section 11.9 hereof, in connection with a Defaulting
Backstop Party’s Backstop Party Default under this Article II or otherwise.


 


Section
2.4            Funding.



 


(a)           No later than 11:59 p.m., New York City time, on the first (1st) Business Day following the Rights Offering Expiration
Time, and in any event at least three (3) Business Days prior to the Closing Date, the Rights Offering Subscription Agent shall
deliver to each Backstop Party a written notice substantially in the form of Exhibit B attached hereto (the “Funding
Notice”) of:


 


(i)            the
aggregate principal amount of Rights Offering Notes elected to be purchased by the Rights Offering Participants pursuant to their
Subscription Rights and the aggregate Purchase Price therefor;


 


(ii)           the
aggregate principal amount of Rights Offering Notes (x) elected to be purchased by the Rights Offering Participants pursuant to
their Oversubscription Rights and (y) that is actually determined to be issued and sold by the Issuer to the Rights Offering Participants
pursuant to the Oversubscription Rights;


 


(iii)          the
aggregate principal amount of Rights Offering Notes (excluding any Unsubscribed New First Lien Notes and excluding the Oversubscription
Amount) to be issued and sold by the Issuer pursuant to Subscription Rights held on account of the Subordinated Notes Claims of
such Backstop Party and the aggregate Purchase Price therefor (as it relates to each Backstop Party, such Backstop Party’s
 “Subscription Amount”);


 






    16


     


    

 


(iv)         the
aggregate principal amount of Rights Offering Notes (excluding any Unsubscribed New First Lien Notes and excluding the Subscription
Amount) to be issued and sold by the Issuer pursuant to Oversubscription Rights on account of the Subordinated Notes Claims of
such Backstop Party (the “Oversubscription Amount”);


 


(v)          the
aggregate principal amount of Unsubscribed New First Lien Notes, if any, and the aggregate Purchase Price required for the purchase
thereof;


 


(vi)         the
aggregate principal amount of Unsubscribed New First Lien Notes, if any, to be issued and sold by the Issuer on account of the
Backstop Commitments of such Backstop Party (based upon such Backstop Party’s Backstop Commitment Percentage) and the aggregate
Purchase Price therefor (as it relates to each Backstop Party, such Backstop Party’s “Backstop Amount,”
and, together with the Subscription Amount and Oversubscription Amount, the “Funding Amount”); and


 


(vii)        the account information (including wiring instructions) for the escrow account with GLAS Americas LLC, in its capacity as
escrow agent, to which such Backstop Party shall deliver and pay the Funding Amount (the “Subscription Account”);
provided, that if a Backstop Party notifies the Credit Parties of its intention to pay and deliver its Funding Amount directly
to the Credit Parties (either pursuant to the proviso under Section 2.4(b) or otherwise), the “Subscription Account”
applicable to such Backstop Party for the purposes of this Article 2 shall be an account of the Issuer.


 


The Credit Parties shall
promptly direct the Rights Offering Subscription Agent to provide any written backup, information and documentation relating to
the information contained in the Funding Notice as any Backstop Party may reasonably request.


 


(b)           One
(1) Business Day prior to the Closing Date, each Backstop Party shall deliver and pay, or cause to be delivered and paid, its
aggregate Funding Amount (net of any Backstop Premiums or Oversubscription Premium due and payable in cash by the Issuer to such
Backstop Party) by wire transfer in immediately available funds in U.S. dollars into the Subscription Account in satisfaction
of such Backstop Party’s aggregate Backstop Commitment; provided, that any fund that is prohibited from paying or
delivering funds prior to the Closing Date, as identified to the Issuer, Weil, Gotshal & Manges LLP and to Milbank LLP prior
to the Expiration Date in writing, shall pay and deliver such funds prior to 10:00 a.m. New York City time on the Closing Date
to a segregated account of the Issuer as set forth under the Funding Notice. The Subscription Account shall be established with
GLAS Americas LLC or such other escrow agent as is reasonably satisfactory to the Requisite Backstop Parties and the Company pursuant
to an escrow agreement(s) in form attached as Exhibit F to the Transaction Support Agreement (the “Subscription Escrow
Agreement”). The Subscription Escrow Agreement shall require that funds due and payable by the Issuer under the
Milbank Fee Letter and the Guggenheim Fee Letter shall be paid directly to Milbank LLP and Guggenheim Securities, LLC upon release
of the amounts in the Subscription Account pursuant to the terms of the Subscription Escrow Agreement. If this Agreement is terminated
in accordance with its terms, the funds held in the Subscription Account shall be released, and each Backstop Party or its applicable
Affiliates shall receive from the Subscription Account the cash amount actually funded to the Subscription Account by such Backstop
Party or Affiliate, without any interest, promptly following such termination.


 






    17


     


    

 


(c)           For
the avoidance of doubt, (i) no Backstop Party shall have any obligation to deliver or pay, or cause to be delivered and paid any
amounts, including the Funding Commitment, to the Credit Parties or into the Subscription Account under this Agreement or the
Subscription Agreement unless and until the Funding Notice is delivered to such Backstop Party and (ii) notwithstanding anything
to the contrary in the Subscription Agreements, no Backstop Party shall be required to deliver or pay, or cause to be delivered
and paid its Funding Amount prior to the date so required in Section 2.4(b) above.


 


Section
2.5            Closing.



 


(a)           Subject
to the satisfaction or waiver in accordance with this Agreement of the conditions set forth in Article VIII (other than conditions
that by their terms are to be satisfied at the Closing), unless otherwise mutually agreed in writing between the Credit Parties
and the Requisite Backstop Parties, the closing of the Backstop Commitments pursuant to this Agreement and of the Subscription
Amount and Oversubscription Amount pursuant to the Subscription Agreements (the “Closing”) shall take place
via electronic mail in portable document format (.pdf), on the Settlement Date. The date on which the Closing actually occurs
shall be referred to herein as the “Closing Date.”


 


(b)           At
the Closing, the Issuer will issue the New First Lien Notes (x) to each Backstop Party (or to its designee in accordance with
Section 2.7 hereof) against payment of such Backstop Party’s Backstop Amount, in satisfaction of such Backstop Party’s
Backstop Commitment, pursuant to this Agreement, and (y) to each applicable counterparty to a Subscription Agreement, against
payment of the applicable Subscription Amount and Oversubscription Amount, as the case may be, pursuant to the applicable Subscription
Agreements. The New First Lien Notes and shares of Class A Common Stock will be delivered pursuant to this Section 2.5(b)
and Section 3.1, respectively into the account of the applicable Backstop Party or its designee, and pursuant to the applicable
Subscription Agreement into the account of the applicable counterparty, through the facilities of DTC. For the avoidance of doubt,
the Class A Common Stock will be held on the books and records of the transfer agent appointed by the Credit Parties for such
purpose. Notwithstanding anything to the contrary in this Agreement, all New First Lien Notes will be delivered with all issue,
stamp, transfer, sales and use, or similar transfer Taxes or duties that are due and payable (if any) in connection with such
delivery duly paid by the Credit Parties.


 


(c)           To
the extent a Backstop Party or its applicable Affiliate is (i) a “qualified institutional buyer” under the Securities
Act, the Issuer shall deliver the Securities due with a “144A CUSIP”; (ii) not a “U.S. Person” as defined
in Rule 902 under the Securities Act, the Issuer shall deliver the Securities due with a “Regulation S CUSIP”; or
(iii) Institutional “Accredited Investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act,
the Issuer shall deliver the Securities due with an “IAI CUSIP.”


 


Section
2.6            No Transfer of Backstop Commitments.


 


(a)           Except
as expressly set forth in Section 2.6(b) hereof, no Backstop Party (or any permitted transferee thereof) may Transfer all
or any portion of its Backstop Commitment to any other Person, including, for the avoidance of doubt, the Credit Parties or any
of the Credit Parties’ Affiliates.


 






    18


     


    

 


(b)           Each
Backstop Party may Transfer all or any portion of its Backstop Commitment to any other Backstop Party that is not a Defaulting
Backstop Party. In the event of a Transfer in accordance with this Section 2.6(b), such transferring Backstop Party shall
have no liability under this Agreement arising solely from or related to the failure of such transferee Backstop Party to comply
with the terms of this Agreement on or after the effective date of such Transfer and shall have no further obligations under this
Agreement as of the effective date of such Transfer with respect to such Backstop Commitment.


 


(c)           Any
Transfer of Backstop Commitments made (or attempted to be made) in violation of this Agreement shall be deemed null and void ab
initio and of no force or effect, regardless of any prior notice provided to the Parties or any Backstop Party, and shall
not create (or be deemed to create) any obligation or liability of any other Backstop Party or any Credit Party to the purported
transferee or limit, alter or impair any agreements, covenants, or obligations of the proposed transferor under this Agreement.
After the Closing Date, nothing in this Agreement shall limit or restrict in any way the ability of any Backstop Party (or any
permitted transferee thereof) to Transfer any of the New First Lien Notes or any interest therein.


 


Section
2.7            Designation Rights.


 


(a)           Each
Backstop Party shall have the right to designate by written notice to the Credit Parties, sent no later than the later of (x) two
(2) Business Days prior to the Closing Date or (y) one (1) Business Day following the receipt of a final Funding Notice, that
some or all of the Unsubscribed New First Lien Notes and Rights Offering Notes that it is obligated to purchase and/or cause to
be purchased hereunder, or some or all of the shares of Class A Common Stock to be issued under the Backstop Commitment Premiums,
be issued in the name of and delivered to a Related Purchaser of such Backstop Party upon receipt by the Credit Parties of payment
therefor, as applicable, in accordance with the terms hereof, which notice of designation shall (i) be addressed to the Credit
Parties and signed by such Backstop Party and each such Related Purchaser, (ii) specify the principal amount of Unsubscribed
New First Lien Notes and Rights Offering Notes and/or the number of shares of Class A Common Stock to be delivered to or issued
in the name of such Related Purchaser and (iii) contain a confirmation by each such Related Purchaser of the accuracy of the
representations set forth in Sections 6.4 through 6.6 hereof as applied to such Related Purchaser; provided,
that no such designation pursuant to this Section 2.7(a) shall relieve such Backstop Party from its obligations under
this Agreement.


 


Section
2.8            Notification of Aggregate Principal Amount of Exercised
Subscription Rights and Oversubscription Rights. Upon
request from (i) the Requisite Backstop Parties, or (ii) the Advisors, from time to time prior to the Rights Offering Expiration
Time (and any permitted extensions thereto), the Credit Parties shall promptly notify, or cause the Rights Offering Subscription
Agent to promptly notify, the Backstop Parties of the aggregate principal amount of each of the Subscription Rights and the Oversubscription
Rights known by the Credit Parties or the Rights Offering Subscription Agent to have been exercised pursuant to the Rights Offering
as of the most recent practicable time before such request.


 


Section
2.9            Rights Offering.
The Rights Offering shall be conducted in reliance upon the exemption from registration under the Securities Act provided in Section
4(a)(2) or Regulation S under the Securities Act, each in accordance with the Offering Memorandum, or another available exemption
from registration under the Securities Act.


 






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ARTICLE
III



BACKSTOP PREMIUMS


 


Section
3.1           The Backstop Premiums Payable by the Credit Parties.
Subject to Section 3.2 hereof, as consideration for the Backstop Commitment and the other agreements of the Backstop
Parties in this Agreement, the Credit Parties shall pay or cause to be paid a nonrefundable aggregate premium to (i) each Backstop
Party that is not a Defaulting Backstop Party or its applicable designees (a) cash in an amount equal to the product of (X) $20.0
million minus the Oversubscription Premium and (Y) such Backstop Party’s Backstop Commitment Percentage, plus (b) shares
of Class A Common Stock in an amount equal to the product of (X) 5,000,000 and (Y) such Backstop Party’s Backstop Commitment
Percentage rounded to the nearest share (in aggregate, the “Backstop Commitment Premiums”) and (ii)
each Initial Backstop Party that is a Backstop Party that is not a Defaulting Backstop Party or its applicable designees cash
in an amount equal to the product of (X) $4.0 million and (Y) such Initial Backstop Party’s Initial Backstop Commitment
Percentage (in aggregate, the “Initial Backstop Premium” and, together with the Backstop Commitment
Premiums, the “Backstop Premiums”). The Backstop Premiums shall be payable in accordance with Section 2.5(b)
and Section 3.2 hereof to the Backstop Parties (including any Replacement Backstop Party designated under Section
2.3(a) hereof, but excluding any Defaulting Backstop Party) or their designees at the time the payment of the Backstop Premiums
is made. If an Initial Backstop Party is a Defaulting Backstop Party or a Withdrawing Backstop Party, its share of the Initial
Backstop Premium shall be instead paid to the Initial Backstop Parties that are non-Defaulting Backstop Parties or non-Withdrawing
Backstop Parties or their applicable designees, as applicable, proportionately with the applicable Initial Backstop Commitment
Percentage, and if all Initial Backstop Parties are Defaulting Backstop Parties or Withdrawing Backstop Parties, then the Initial
Backstop Premium shall not be payable. The provisions for the payment of the Backstop Premiums, and the indemnification provided
herein, are an integral part of the Transaction contemplated by this Agreement, and without these provisions the Backstop Parties
would not have entered into this Agreement.


 


Section
3.2            Payment of the Backstop Premiums.
The Backstop Premiums shall be fully earned and nonrefundable and shall be paid by the Credit Parties, free and clear of any withholding
or deduction for any applicable Taxes, on the Closing Date as set forth above. For the avoidance of doubt, to the extent payable
in accordance with the terms of this Agreement, the Backstop Premiums will be payable regardless of the amount of Unsubscribed
New First Lien Notes (if any). The Credit Parties shall satisfy their obligation to pay the Backstop Premiums on the Closing Date
by (i) paying to each Backstop Party or its applicable designees the cash amounts required under Section 3.1(i)(a) above
to the accounts that shall be provided by such Backstop Party, (ii) delivering and registering the number of shares of Class A
Common Stock to the accounts provided by each Backstop Party or its applicable designees required by Section 3.1(i)(b)
above and (iii) paying to each Initial Backstop Party or its applicable designees the cash amounts required under Section 3.1(ii)
above to the accounts that shall be provided by such Initial Backstop Party (in each case, to the extent such amounts have
not been netted out of the Funding Amount paid or caused to be paid by such Backstop Party). Each Backstop Party agrees to provide
to the Credit Parties any information reasonably required by the Credit Parties to allow such Backstop Party or its applicable
designees to become the registered owner of shares of Class A Common Stock on the books and records of the transfer agent appointed
by the Credit Parties for such purpose.


 






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Section
3.3            Tax Treatment.
The Parties agree to treat the Backstop Premiums as a premium payment in exchange for the issuance by the Backstop Parties to
the Issuer of a put right with respect to the New First Lien Notes and the Second Lien Subordinated Notes, as applicable, and
shall file all Tax returns consistent with, and take no position inconsistent with, such treatment (whether in audits, Tax returns
or otherwise) unless there is a change in applicable Law or unless required to do so pursuant to a “determination”
within the meaning of Section 1313(a) of the Code.


 


ARTICLE
IV



REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES


 


Except as publicly available
on the SEC’s Electronic Data-Gathering, Analysis and Retrieval System prior to the date hereof (excluding any disclosure
contained in the “Forward-Looking Statements” or “Risk Factors” sections thereof, or any other statements
that are similarly predictive or forward looking in nature), each of the Credit Parties, jointly and severally, hereby represents
and warrants to the Backstop Parties as set forth below.


 


Section
4.1           Disclosure in the Offering Memorandum. The
Offering Memorandum, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. On
the date hereof and on the Closing Date, the Offering Memorandum did not and will not (and any amendment or supplement thereto,
at the date thereof and at the Closing Date) contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


Section
4.2            [Reserved]


 


Section
4.3            No Offers. None
of the Issuer, its Affiliates or any person acting on its or their behalf has, directly or indirectly, made offers or sales of
any security, or solicited offers to buy, any security under circumstances that would require the registration of the Securities
under the Securities Act.


 


Section
4.4            No General Solicitation. None
of the Issuer, its Affiliates, or any person acting on its or their behalf has: (i) engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities or in any manner
involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engaged in any directed selling
efforts (within the meaning of Regulation S under the Securities Act) with respect to the Securities; and each of the Issuer,
its Affiliates and each person acting on its or their behalf has complied with the offering restrictions requirement of Regulation
S.


 






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Section
4.5            Rule 144A(d)(3). The
Securities (other than the Class A Common Stock) satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities
Act.


 


Section
4.6            No Registration. Assuming
the accuracy of the representations of the Backstop Parties in Section 6 hereof, of the Dealer Manager in the Dealer Manager
Agreement and holders tendering Subordinated Notes into the Exchange Offers, no registration under the Securities Act of the Securities
is required for the offer and sale of the Securities to the Backstop Parties in the manner contemplated herein and in the Offering
Memorandum.


 


Section
4.7            Investment Company Act. Neither
the Issuer nor any Guarantor is, and after giving effect to the Transactions, will not be, an “investment company”
as defined in the Investment Company Act of 1940.


 


Section
4.8            No Payments for Solicitation. Neither
the Issuer nor any Guarantor has paid or agreed to pay to any person any compensation for soliciting another to purchase any securities
of the Issuer (except as contemplated in this Agreement, the Dealer Manager Agreement and as described in the Offering Memorandum).


 


Section
4.9            Due Incorporation. Each
of the Issuer and its subsidiaries has been duly incorporated or formed, as applicable, and is validly existing as a corporation,
limited liability company or partnership, as applicable, in good standing under the laws of the jurisdiction of its incorporation
or organization, as applicable, with requisite power and authority (corporate and other) to own or lease, as the case may be, and
to operate its properties and conduct its business as described in the Offering Memorandum, and has been duly qualified as a foreign
corporation, limited liability company or partnership, as applicable, for the transaction of business and is in good standing under
the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification,
or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction, except
where the failure to be so duly qualified as a foreign corporation, limited liability company or partnership, as applicable, or
in good standing in such foreign jurisdiction would not, individually or in the aggregate, have a Material Adverse Effect.


 


Section
4.10         Authorized Shares. All
of the outstanding shares of capital stock of the Issuer and each of its subsidiaries has been duly and validly authorized and
issued and is fully paid and nonassessable, and, except as otherwise set forth in the Offering Memorandum, all outstanding shares
of capital stock or membership interests of the subsidiaries of the Issuer are owned by the Issuer either directly or through
wholly owned subsidiaries and are free and clear of any perfected security interest or any other security interests, claims, liens
or encumbrances; and, except as set forth in the Offering Memorandum, there are no warrants, options, subscriptions, convertible
or exchange securities or preemptive or similar rights in respect of the Issuer’s capital stock. The Issuer has all consents,
approvals and authorizations necessary for the issuance of the shares of Class A Common Stock to be issued pursuant to the Transactions,
and the Issuer has full right, power and authority to sell, assign, transfer and deliver the shares of Class A Common Stock to
the Backstop Parties. The shares of Class A Common Stock have been duly authorized for issuance and sale to the Backstop Parties
and, when issued and delivered by the Issuer, will be validly issued as fully paid and nonassessable shares.


 






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Section
4.11         Disclosure. The
statements in the Offering Memorandum under the headings “Certain United States Federal Income Tax Consequences” and
 “Description of New First Lien Notes” fairly summarize in all material respects the matters therein described.


 


Section
4.12         Due Authorization and Enforceability. (i)
Each Definitive Document has been duly authorized by each Credit Party party thereto, and, assuming due authorization, execution
and delivery by the other parties thereto, when executed and delivered by the Credit Parties party thereto, will constitute a legal,
valid, binding instrument enforceable against the each Credit Party party thereto in accordance with its terms (subject to applicable
bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other laws affecting creditors’ rights generally
from time to time in effect, to general principles of equity (whether considered in a proceeding in equity or at law)) (collectively,
the “Enforceability Limitations”); (ii) each of the New First Lien Notes Indenture and the Second Lien
Subordinated Notes Indenture (including, in each case, with respect to the Guarantors, the guarantees contained therein) has been
duly authorized by the Credit Parties party thereto and, assuming due authorization, execution and delivery thereof by the Trustee
and the Second Lien Subordinated Notes Indenture Trustee, respectively, when executed and delivered by the Credit Parties party
thereto, will constitute a legal, valid, binding instrument enforceable against each Credit Party party thereto in accordance with
its terms (subject to the Enforceability Limitations); (iii) the New First Lien Notes and the Second Lien Subordinated Notes have
been duly authorized by the Issuer, and (if applicable), when executed and authenticated in accordance with the provisions of the
New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture, as applicable, and delivered to and paid for pursuant
to the Definitive Documents, will have been duly executed and delivered by the Issuer and will constitute the legal, valid and
binding obligations of the Issuer enforceable against it in accordance with their terms and entitled to the benefits of the New
First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture, as applicable (subject, in each case, to the Enforceability
Limitations); (iv) the guarantees under the New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture have
been duly authorized by each Guarantor, and, when the New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture
have been executed and authenticated in accordance with the provisions thereof and delivered to and paid for pursuant to the Definitive
Documents, will constitute the legal, valid and binding obligations of each Guarantor enforceable against each Guarantor in accordance
with their terms and entitled to the benefits of the New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture,
as applicable (subject, in each case, to the Enforceability Limitations).


 


Section
4.13         Security Documents. Each
of the Security Documents has been duly authorized by each Credit Party, to the extent a party thereto, and, assuming due authorization,
execution and delivery by each of the other parties thereto, and when executed and delivered by each Credit Party, to the extent
a party thereto, will constitute a legal and binding agreement of the each applicable Credit Party, enforceable against such Credit
Party in accordance with its terms (subject to the Enforceability Limitations). The Security Documents, when executed and delivered
in connection with the sale of the New First Lien Notes and Second Lien Subordinated Notes, will create in favor of the Collateral
Agent, for the benefit of itself, the Trustee and the holders of the New First Lien Notes and Second Lien Subordinated Notes,
valid and enforceable security interests in and liens on the Collateral (subject, solely as to enforceability, to the Enforceability
Limitations) and, upon the filing of appropriate Uniform Commercial Code financing statements in United States jurisdictions previously
identified to the Collateral Agent and the Trustee and the taking of the other actions, in each case as further described in the
Security Documents, the security interests and liens granted pursuant thereto will constitute a perfected security interest in
and lien on all right, title and interest of the applicable Credit Parties, in the Collateral described therein, and such security
interests will be enforceable in accordance with the terms contained therein (subject, solely as to enforceability, to the Enforceability
Limitations) against all creditors of any grantor or mortgagor and subject only to Permitted Liens (as defined in the Offering
Memorandum under the section “Description of New First Lien Notes”).


 






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Section
4.14         No consent. No
consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with
the Transactions or the Definitive Documents, except (i) such as may be required under the “Blue Sky” laws of any
jurisdiction in which the Securities are offered and sold, (ii) to perfect the Collateral Agent’s security interests granted
pursuant to the Security Documents and the related financing statements and (iii) as shall have been obtained or made prior to
the Closing Date.


 


Section
4.15         No Conflict. None
of the execution and delivery of the Definitive Documents, the execution and delivery of the Security Documents, the execution
and delivery of the New First Lien Notes Indenture, the Second Lien Subordinated Notes Indenture, the issuance and sale of the
Securities, or the consummation of any other of the transactions herein or therein contemplated, or the fulfillment of the terms
hereof or thereof will conflict with, result in a breach or violation of or imposition of any lien, charge or encumbrance upon
any property or assets of the Issuer or any of its subsidiaries pursuant to, (i) the charter or by-laws or comparable constituting
documents of the Issuer or any of its subsidiaries; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust,
note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Issuer or any of
its subsidiaries is a party or bound or to which its or their property is subject; or (iii) any statute, law, rule, regulation,
judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Issuer or any of its subsidiaries or any of its or their properties; except with respect to clauses
(ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), earnings, business or properties of the Issuer and its subsidiaries, taken as a whole, whether
or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”) or
a material adverse effect on the performance of this Agreement or the Transaction.


 


Section
4.16         Consolidated Financial Statements. The
consolidated historical financial statements and schedules of the Issuer and its consolidated subsidiaries included or incorporated
by reference in the Offering Memorandum present fairly in all material respects the financial condition, results of operations
and cash flows of the Issuer and its consolidated subsidiaries, and Digital Cinema Implementation Partners, LLC (“DCIP”)
and its consolidated subsidiaries, as applicable, as of the dates and for the periods indicated, comply as to form with the applicable
accounting requirements of Regulation S-X under the Securities Act, and have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The summary
financial data set forth under the caption “Summary—Summary Consolidated Historical Financial and Other Data”
in the Offering Memorandum fairly present, on the basis stated in the Offering Memorandum, the information included or incorporated
by reference therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Offering
Memorandum fairly present the information called for in all material respects and have been prepared in accordance with the SEC
Commission’s rules and guidelines applicable thereto.


 






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Section
4.17         Legal Proceedings. Other
than as set forth in the Offering Memorandum, there are no legal or governmental proceedings pending to which the Issuer or any
of its subsidiaries is a party or of which any property of the Issuer or any of its subsidiaries is the subject which, if determined
adversely to the Issuer or any of its subsidiaries (i) would, individually or in the aggregate, reasonably be expected to have
a material adverse effect on the performance of this Agreement, the Definitive Documents, the Security Documents or the consummation
of the Transaction or (ii) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
and, to the best of the Issuer’s and the Guarantors’ knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others.


 


Section
4.18          Properties. The
Issuer and each of its subsidiaries own or lease all such properties as are necessary to the conduct of their respective operations
as presently conducted, except as would not materially interfere with the use made and proposed to be made of such properties
or reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in the Offering Memorandum or as would
not reasonably be expected to result in a Material Adverse Effect, the Issuer and each of its subsidiaries have good and marketable
title to all the properties and assets reflected as owned in the Offering Memorandum, including the owned Real Properties in each
case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except for
Permitted Liens (as defined in the New First Lien Notes Indenture). Except as otherwise disclosed in the Offering Memorandum or
as would not reasonably be expected to result in a Material Adverse Effect, the Real Property, improvements, equipment and personal
property held under lease by the Issuer and its subsidiaries are held under valid and enforceable leases.


 


Section
4.19         Intellectual Property. Except
as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Issuer and each
of its subsidiaries (i) owns or otherwise possesses adequate rights to use all material patents, patent applications, trademarks,
service marks, trade names, domain names, copyrights and registrations and applications thereof, licenses, know-how, software,
systems and technology (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures) and other intellectual property necessary for the conduct of its respective businesses, (ii) has no reason
to believe that the conduct of its respective businesses infringe, violate or conflict with any such right of others and (iii)
has not received any written notice of any claim of infringement, violation or conflict with, any such rights of others.


 


Section
4.20         No Violation. The
Issuer and its subsidiaries are not in violation or default of (i) any provision of its respective charter or bylaws (or similar
organizational documents), (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement
or other agreement, obligation, condition, covenant or instrument to which they are a party or bound or to which their respective
property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Issuer or any of
its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Issuer or such subsidiary, or any of their respective properties, as applicable, except with respect to
clauses (ii) and (iii) where such violation or default would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect or a material adverse effect on the performance of this Agreement or the Transaction.


 






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Section
4.21         KPMG. KPMG
LLP, who have certified certain financial statements of the Issuer and its consolidated subsidiaries and delivered their report
with respect to the audited consolidated financial statements and schedules incorporated by reference in the Offering Memorandum,
are an independent registered public accounting firm with respect to the Issuer within the meaning of the Securities Act and the
applicable published rules and regulations thereunder.


 


Section
4.22         CohnReznick. CohnReznick
LLP, who have audited certain financial statements of DCIP and its consolidated subsidiaries and delivered their report with respect
to the audited consolidated financial statements and schedules incorporated by reference in the Offering Memorandum, are independent
auditors with respect to DCIP within the meaning of Rule 101 of the American Institute of Certified Public Accountant’s
Code of Professional Conduct and its interpretations and rulings.


 


Section
4.23          Tax Returns. The
Issuer and its subsidiaries have filed all foreign, federal, state and local Tax returns that are required by Law to be filed or
have requested extensions thereof (except in any case in which the failure so to file would not reasonably be expected to have
a Material Adverse Effect) and have paid all Taxes required to be paid by them and any other assessment, fine or penalty levied
against them, to the extent that any of the foregoing is due and payable, except (i) for any such Tax, assessment, fine or penalty
that is currently being contested in good faith and for which adequate reserves have been provided; (ii) as would not reasonably
be expected to have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business; or
(iii) as set forth in or contemplated in the Offering Memorandum (exclusive of any amendment or supplement thereto).


 


Section
4.24          Labor. No
labor problem or dispute with the employees of the Issuer or any of its subsidiaries exists or, to the Issuer’s knowledge,
is threatened or imminent, and the Issuer is not aware of any existing or imminent labor disturbance by the employees of any of
its or its subsidiaries principal suppliers, contractors or customers, that would reasonably be expected to have a Material Adverse
Effect, except as set forth in or contemplated in the Offering Memorandum (exclusive of any amendment or supplement thereto).


 


Section
4.25          Dividends. No
subsidiary of the Issuer is currently prohibited, directly or indirectly, from paying any dividends to the Issuer, from making
any other distribution on such subsidiary’s capital stock, from repaying to the Issuer any loans or advances to such subsidiary
from the Issuer or from transferring any of such subsidiary’s property or assets to the Issuer or any other subsidiary of
the Issuer, except as described in or contemplated by the Offering Memorandum (exclusive of any amendment or supplement thereto)
or as would not reasonably be expected to have a Material Adverse Effect.


 



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Section
4.26          Insurance. (i)
The Issuer and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks in such amounts and subject to such self-insurance retentions as are prudent and customary in the businesses in which they
are engaged; (ii) all policies of insurance and fidelity or surety bonds insuring the Issuer or any of the subsidiaries or their
respective businesses, assets, employees, officers and directors are in full force and effect; (iii) the Issuer and each of its
subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no claims
by the Issuer or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability
or defending under a reservation of rights clause; and (iv) the Issuer and its subsidiaries have no reason to believe that they
will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material
Adverse Effect, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated
in the Offering Memorandum (exclusive of any amendment or supplement thereto).


 


Section
4.27          Licenses. The
Issuer and each of its subsidiaries have all licenses, franchises, permits, authorizations, approvals and orders and other concessions
of and from all governmental agencies that are necessary to own or lease their properties and conduct their business as described
in the Offering Memorandum, except where the failure to have such licenses, franchises, permits, authorizations, approvals or
orders would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and to the best
actual knowledge of the Issuer and the Guarantors, the Issuer and any such subsidiary have not received any notice of proceedings
relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect.


 


Section
4.28          Internal Controls. The
Issuer and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or
specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting
Language included or incorporated by reference in the Offering Memorandum fairly present the information called for in all material
respects and have been prepared in accordance with the SEC’s rules and guidelines applicable thereto. The Issuer and its
subsidiaries’ internal controls over financial reporting are effective and the Issuer and its subsidiaries are not aware
of any material weakness in their internal controls over financial reporting.


 


Section
4.29           Disclosure Controls. The
Issuer and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e)
under the Exchange Act) and to the extent required thereunder, such disclosure controls and procedures are effective.


 






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Section
4.30          Environmental Laws. Other
than as set forth in the Offering Memorandum, to the best actual knowledge of the Issuer and the Guarantors, the Issuer and its
subsidiaries are not in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or
any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances (collectively, “Environmental
Laws”), owns or operates any Real Property contaminated with any substance that is subject to any Environmental
Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or subject to any claim relating
to any Environmental Laws, which violation, contamination, liability or claim would, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect; and the Issuer and the Guarantors are not aware of any pending investigation which
might lead to such a claim. Other than as set forth in the Offering Memorandum (exclusive of any amendment or supplement thereto),
there is no judgment, decree, injunction, rule, writ or order of any governmental entity or arbitrator under any Environmental
Laws outstanding against the Issuer and its subsidiaries which would, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 


Section
4.31          ERISA. Except
as would not reasonably be expected to have a Material Adverse Effect, none of the following events has occurred or exists: (i)
a failure to fulfill the obligations, if any, under the minimum funding standards of ERISA, and the regulations and published interpretations
thereunder with respect to a Plan, determined without regard to any waiver of such obligations or extension of any amortization
period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty
Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or
compensation of employees by any of the Issuer or any of its subsidiaries; (iii) any breach of any contractual obligation, or any
violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Issuer
or any of its subsidiaries. Except as would not reasonably be expected to have a Material Adverse Effect, none of the following
events has occurred or is reasonably likely to occur: (i) a material increase in the aggregate amount of contributions required
to be made to all Plans in the current fiscal year of the Issuer and its subsidiaries compared to the amount of such contributions
made in the most recently completed fiscal year of the Issuer and its subsidiaries; (ii) a material increase in the “accumulated
post-retirement benefit obligations” (within the meaning of Financial Accounting Standards Board Accounting Standards Codification
No. 715: Compensation-Retirement Benefits) of the Issuer and its subsidiaries compared to the amount of such obligations in the
most recently completed fiscal year of the Issuer and its subsidiaries; (iii) any event or condition giving rise to a liability
under Title IV of ERISA; or (iv) the filing of a claim by one or more employees or former employees of the Issuer or any of its
subsidiaries related to their employment. For purposes of this paragraph, the term “Plan” means a plan (within the
meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which the Issuer or any of its subsidiaries may
have any liability.


 


Section
4.32          Money Laundering. The
operations of the Issuer and its subsidiaries are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended and the money
laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the
Issuer or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Issuer
and the Guarantors, threatened.


 






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Section
4.33         Sarbanes-Oxley. There
is and has been no failure on the part of the Issuer and any of the Issuer’s directors or officers, in their capacities as
such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith
(the “Sarbanes-Oxley Act”), including Section 402 relating to loans and Sections 302 and 906 relating
to certifications.


 


Section
4.34         OFAC. Neither
the Issuer nor any of its subsidiaries nor, to the knowledge of the Issuer and the Guarantors, any director, officer, agent, employee
or Affiliate of the Issuer or any of its subsidiaries (i) is currently subject to any Sanctions (such persons, “Sanctioned
Persons”) or other relevant sanctions authority, and (ii) will use the proceeds of this offering, directly or indirectly,
to fund or facilitate the activities of any Sanctioned Persons or entity or any country, region or territory that is, at the time
of such funding or facilitation, subject to Sanctions or any person or entity located in a country, region or territory subject
to Sanctions (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department or
the U.S. Department of State), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions
administered or controlled by Her Majesty’s Treasury).


 


Section
4.35         Anti-bribery. Neither
the Issuer nor any of its subsidiaries nor, to the knowledge of the Issuer and the Guarantors, any director, officer, agent, employee
or Affiliate of the Issuer or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would
result in a violation by such persons of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, each as may
be amended, and the rules and regulations thereunder (the “FCPA” and “UKBA”,
respectively), or other applicable anti-bribery laws and regulations), including, without limitation, making use of the mails
or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization
of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to
any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or
any candidate for foreign political office, in contravention of the FCPA, the UKBA or other applicable anti-bribery laws and regulations;
and the Issuer, its subsidiaries and, to the knowledge of the Issuer and the Guarantors, its and their respective Affiliates have
conducted their businesses in compliance with the FCPA, the UKBA or other applicable anti-bribery laws and regulations, and have
instituted and maintain and enforce policies and procedures designed to ensure, and which are reasonably expected to continue
to ensure, continued compliance therewith.


 


Section
4.36         Sanctions. Neither
the Issuer nor any of its subsidiaries nor, to the knowledge of the Issuer and the Guarantors, any director, officer, agent, employee
or Affiliate of the Issuer or any of its subsidiaries, is a person that is, or is 50.0% or more owned or otherwise controlled
by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country, region or territory
that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country, region or territory
(including at the time of this agreement, Cuba, Iran, North Korea, Syria and Crimea) (collectively, “Sanctioned Countries”
and each, a “Sanctioned Country”).


 


Section
4.37         Statistical Data. The
statistical and market-related data and forward-looking statements included in the Offering Memorandum are based on or
derived from sources that the Issuer and its subsidiaries believe to be reliable and accurate and represent their good faith
estimates that are made on the basis of data derived from such sources.


 






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Section
4.38          Prohibited Dealings. The
Issuer and its subsidiaries have not engaged in any dealings or transactions with or for the benefit of Sanctioned Persons, or
with or in a Sanctioned Country, in the preceding 3 years, nor does the Issuer or any of its subsidiaries have any plans to deal
or transact with Sanctioned Persons, or with or in Sanctioned Countries.


 


Section
4.39          [Reserved] 


 


Section
4.40          Information Technology. (i)
There have been no material breaches or violations of (or unauthorized access to) the Issuer or its subsidiaries’ information
technology assets and equipment, computers, systems, networks, hardware, software, websites, applications and databases (collectively,
the “IT Systems”) or any personal, personally identifiable, sensitive, confidential or regulated data (collectively,
 “Personal Data”) processed or stored by or on behalf of the Issuer or its subsidiaries, except for those that
have been remedied without material cost or liability or the duty to notify any regulator, nor are there any pending internal
investigations of the Issuer or its subsidiaries relating to the same and (ii) the Issuer and its subsidiaries are presently in
compliance in all material respects with all applicable laws, statutes and regulations and contractual obligations relating to
the privacy and security of IT Systems and Personal Data.


 


ARTICLE
V



[Reserved]


 


ARTICLE
VI



REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES


 


Each Backstop Party represents
and warrants as to itself only (unless otherwise set forth herein, as of the date of this Agreement and as of the Closing Date)
as set forth below.


 


Section
6.1            Incorporation.
Such Backstop Party is a legal entity duly organized, validly existing and, if applicable, in good standing (or the equivalent
thereof) under the Laws of its jurisdiction of incorporation or organization.


 


Section
6.2            Corporate Power and Authority.
Such Backstop Party has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver this Agreement
and each Definitive Document to which such Backstop Party is a party and to perform its obligations hereunder and thereunder and
has taken all necessary actions (corporate or otherwise) required for the due authorization, execution, delivery and performance
by it of this Agreement and the Definitive Documents to which such Backstop Party is a party.


 


Section
6.3            Execution and Delivery.
This Agreement and each Definitive Document to which such Backstop Party is a party (a) has been, or prior to its execution
and delivery will be, duly and validly executed and delivered by such Backstop Party and (b) will constitute valid and legally
binding obligations of such Backstop Party, enforceable against such Backstop Party in accordance with its respective terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws limiting creditors’ rights
generally or by equitable principles relating to enforceability.


 






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Section
6.4            No Registration.
Such Backstop Party understands that the Securities issued to any Backstop Party in satisfaction of the Backstop Commitment and
the non-cash portion of the Backstop Commitment Premiums (a)  have not been registered under the Securities Act by reason
of a specific exemption from the registration provisions of the Securities Act, the availability of which depends on, among other
things, the bona fide nature of the investment intent and the accuracy of such Backstop Party’s representations as expressed
herein or otherwise made pursuant hereto, and (b) cannot be sold unless subsequently registered under the Securities Act
or an exemption from registration is available. Such Backstop Party represents and warrants that it has not engaged and will not
engage in “general solicitation” or “general advertising” (each within the meaning of Regulation D
of the Securities Act) of or to investors with respect to offers or sales of the Unsubscribed New First Lien Notes, Rights Offering
Notes or shares of the Class A Common Stock issued to such Backstop Party in satisfaction of the non-cash portion of the Backstop
Commitment Premiums, in each case under circumstances that would cause the offering or issuance of the Unsubscribed New First
Lien Notes, the Rights Offering Notes or shares of the Class A Common Stock issued in satisfaction of the non-cash portion of
the Backstop Commitment Premiums under this Agreement not to be exempt from registration under the Securities Act pursuant to
Section 4(a)(2), the provisions of Regulation D or any other applicable exemption. 


 


Section
6.5            Purchasing Intent.
Each Backstop Party is acquiring the Unsubscribed New First Lien Notes issued to such Backstop Party, in satisfaction of its Backstop
Commitment, in each case, for its own account or for the account of its Affiliates, as applicable, and not as a nominee or agent,
and not with the view to, or for resale in connection with, any distribution thereof not in compliance with applicable securities
laws, and each such Backstop Party has no present intention of selling, granting any participation in, or otherwise distributing
the same, except in compliance with applicable securities laws.


 


Section
6.6            Sophistication; Evaluation.
Such Backstop Party has such knowledge and experience in financial and business matters that it is capable of evaluating the merits
and risks of its investment in the Rights Offering Notes and the Unsubscribed New First Lien Notes, as applicable. Such Backstop
Party is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of the
Securities Act or a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act. Such
Backstop Party is a sophisticated institutional accredited investor, and such Backstop Party understands and is able to bear any
economic risks associated with such investment (including the necessity of holding such securities for an indefinite period of
time). Except for the representations and warranties of the Credit Parties expressly set forth in this Agreement or any other
Definitive Document, such Backstop Party has conducted and relied upon its own due diligence investigation of the Credit Parties
and independently evaluated the merits and risks of its decision to enter into this Agreement and the Transaction Support Agreement
and to invest in the Securities. Such Backstop Party acknowledges that (x) Moelis & Company LLC (“Moelis”) has
not made any recommendation to such Backstop Party as to whether or not it should enter into this Agreement or the Transaction
Support Agreement or invest in the Securities and (y) it has not relied on Moelis in making its investment decision of whether
or not to invest in the Securities. Such Backstop Party agrees not to assert any claim against Moelis in connection with such
Backstop Party’s decision to enter into this Agreement or the Transaction Support Agreement or to invest in the Securities.



 






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Section
6.7            Subordinated Notes.
Solely with respect to the Backstop Parties for purposes of this Section 6.7, as of the date hereof, each Backstop Party
or its Affiliates, as applicable, is the beneficial owner, or has investment or voting discretion or control with respect to funds
or accounts for the beneficial owners, of the aggregate principal amount of Subordinated Notes set forth on the signature page
to the Transaction Support Agreement executed by such Backstop Party.


 


Section
6.8            No Conflict.
The execution and delivery by such Backstop Party of this Agreement and the other Definitive Document to which it is a party,
the compliance by such Backstop Party with the provisions hereof and thereof and the consummation of the Transaction contemplated
herein and therein will not (a) result in any violation of the provisions of the organizational or governing documents of
such Backstop Party, or (b) result in any violation of any Law or Order applicable to such Backstop Party or any of its properties.


 


Section
6.9            Consents and Approvals.
No consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity having jurisdiction
over such Backstop Party or any of its properties is required for the execution and delivery by such Backstop Party of this Agreement
and each other Definitive Document to which such Backstop Party is a party, the compliance by such Backstop Party with the provisions
hereof and thereof and the consummation of the Transaction (including the purchase by each Backstop Party of its Backstop Commitment
Percentage or its portion of the Rights Offering Notes) contemplated herein and therein.


 


Section
6.10          No Broker’s Fees.
Such Backstop Party is not a party to any Contract with any Person (other than with respect to the Definitive Documents) that
would give rise to a valid Claim against such Backstop Party for a brokerage commission, finder’s fee or like payment in
connection with the Rights Offering or the sale of the Unsubscribed New First Lien Notes, as applicable to such Backstop Party.



 


ARTICLE
VII



ADDITIONAL COVENANTS


 


Section
7.1            Commercially Reasonable Efforts.
Without in any way limiting any other respective obligation of the Credit Parties or any Backstop Party in this Agreement, each
of the Credit Parties and (solely with respect to clauses (iii) and (iv) below) each of the Backstop Parties shall use commercially
reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper
or advisable in order to consummate and make effective the Transaction contemplated by this Agreement, including using commercially
reasonable efforts in:


 


(i)            timely
preparing and filing all documentation reasonably necessary to effect all necessary notices, reports and other filings of such
Person and timely taking all actions as are reasonably necessary to obtain as promptly as practicable all consents, registrations,
approvals, permits and authorizations necessary or advisable to be obtained from any third party or Governmental Entity;


 






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(ii)           defending
any causes of action, suits, or legal or regulatory proceedings or any other action taken by any Person in any way challenging
(A) this Agreement or any Definitive Document or (B) the consummation of the Transaction contemplated hereby and thereby,
including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed; and


 


(iii)          working
together in good faith to finalize the Definitive Documents and all other documents relating thereto, including taking any and
all reasonably necessary actions in furtherance of the Transaction and this Agreement and the other Transaction Agreements.


 


(iv)          not
taking any action, including commencing or initiating (or encouraging any other person to commence or initiate) any proceeding
or opposition, or failing to take any action, directly or indirectly, nor encouraging 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.


 


Section
7.2            Blue Sky.
The Credit Parties shall, on or before the Closing Date, take such action as the Credit Parties shall reasonably determine is
necessary in order to obtain an exemption for, or to qualify the Rights Offering Notes and any Unsubscribed New First Lien Notes
issued hereunder for sale to the Backstop Parties at the Closing Date pursuant to this Agreement under applicable securities and
 “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification) and any applicable
foreign jurisdictions, and shall provide evidence of any such action so taken to the Backstop Parties on or prior to the Closing
Date. The Credit Parties shall timely make all filings and reports relating to the offer and sale of the Rights Offering Notes
and any Unsubscribed New First Lien Notes issued hereunder required under applicable securities and “Blue Sky” laws
of the states of the United States following the Closing Date. The Credit Parties shall pay all fees and expenses in connection
with satisfying its obligations under this Section 7.2.


 


Section
7.3            No Integration; No General Solicitation.
Neither the Credit Parties nor any of their affiliates (as defined in Rule 501(b) of Regulation D promulgated under
the Securities Act) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in
respect of, any security (as defined in the Securities Act) that is or will be integrated with the sale of the Unsubscribed
New First Lien Notes in a manner that would require registration of the Unsubscribed New First Lien Notes to be issued by the
Credit Parties on the Closing Date under the Securities Act. None of the Credit Parties or any of their affiliates or any other
Person acting on its or their behalf will solicit offers for, or offer or sell, any Unsubscribed New First Lien Notes by
means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated
under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2).


 


Section
7.4             Listing.
The issued shares of capital stock of the Issuer shall at all times remain listed on the New York Stock Exchange.


 






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Section
7.5           Compliance with the New First Lien Notes Indenture
and Second Lien Subordinated Notes Indenture. Other
than with respect to the Transactions, the Credit Parties shall abide by and comply with the covenants and restrictions described
in the section “Description of New First Lien Notes” and “Description of New Second Lien Notes” in the
Offering Memorandum from and after the date (the “Launch Date”) that the Offering Memorandum is first made
available to holders of the Subordinated Notes as if the New First Lien Notes Indenture and Second Lien Subordinated Notes Indenture
were entered into and legally binding on the Credit Parties on such date.


 


Section
7.6           Incurrence of Additional Debt Obligations.
Other than with respect to the Transactions, the Credit Parties shall not incur, create, assume, guarantee or otherwise become
liable for any obligation for borrowed money, purchase money indebtedness or any obligation of any other person or entity, whether
or not evidenced by a note, bond, debenture, guarantee, indemnity, letter of credit or similar instrument, except in the ordinary
course of business consistent with past practice and as otherwise not prohibited under this Agreement.


 


Section
7.7           Alternative Transactions.
The Credit Parties shall not, and shall not encourage any other person to, solicit, engage in negotiations or otherwise pursue
or enter into any Alternative Transaction.


 


Section
7.8           DTC Eligibility.
To the extent permitted by DTC, the Credit Parties shall use commercially reasonable efforts to promptly make all New First Lien
Notes deliverable to the Backstop Parties eligible for deposit with DTC.


 


Section
7.9           Use of Proceeds.
The Issuer will apply the proceeds from the exercise of each of the Subscription Rights and the Oversubscription Rights and the
sale of the Unsubscribed New First Lien Notes for general corporate purposes, including further increasing its liquidity
and be subject to each covenant in the New First Lien Notes Indenture.


 


Section
7.10         Registration Rights Agreement. From
and after the Closing Date each Backstop Party or any other holder of shares of Class A Common Stock issued hereunder, that are
 “control” or “restricted” securities or cannot be sold without volume or manner of sale restrictions under
Rule 144 of the Securities Act, shall be entitled to registration rights for such holder’s shares of Class A Common Stock
pursuant to the Registration Rights Agreement. Upon the effectiveness of a registration statement, the Company will cause the shares
of Class A Common Stock to be approved for listing on the New York Stock Exchange. The Registration Rights Agreement to be entered
into as of the Closing Date shall have terms that are customary for a transaction of this nature and shall be in form and substance
reasonably acceptable to the Requisite Backstop Parties and the Credit Parties. 


 


Section
7.11         Notes Legend. Each
certificate evidencing New First Lien Notes that is issued in connection with this Agreement shall be stamped or otherwise imprinted
with the legends described in “Notice to Investors; Transfer Restrictions” in the Offering Memorandum.


 


Section
7.12         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 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 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 BACKSTOP PARTY IS AGREEING TO OR REQUIRED TO AGREE TO ANY ALTERNATIVE
TRANSACTION.


 






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ARTICLE
VIII



CONDITIONS TO THE OBLIGATIONS OF THE PARTIES


 


Section
8.1           Conditions to the Obligations of the Backstop Parties.
The obligations of each Backstop Party to consummate the Transaction contemplated hereby shall be subject to (unless waived or
amended in accordance with Section 8.2 hereof) the satisfaction of the following conditions prior to or at the Closing:


 


(a)           Exchange
Offer and Consent Solicitation. The Exchange Offer and Consent Solicitation shall have been consummated, in all material respects,
in accordance with the Definitive Documents (including the execution of the proposed amendments to the Subordinated Notes Indentures
in the manner contemplated by the Offering Memorandum), and the Settlement Date shall have occurred.


 


(b)           Rights
Offering. The Rights Offering shall have been conducted, in all material respects, in accordance with the Definitive Documents,
and the Rights Offering Expiration Time shall have occurred.


 


(c)           Opinions.


 


(i)             The
Backstop Parties shall have received opinions from Weil, Gotshal & Manges LLP, counsel for the Credit Parties, on and dated
as of the Closing Date, substantially in the form set forth in Exhibit C hereto.


 


(ii)            The
Backstop Parties shall have received opinions from Quarles & Brady LLP, counsel for the Guarantors organized under the laws
of the State of Arizona on and dated as of the Closing Date, in form and substance acceptable to the Requisite Backstop Parties.


 


(iii)           The
Backstop Parties shall have received opinions from Husch Blackwell LLP, counsel for the Guarantors organized under the laws of
Kansas and Missouri on and dated as of the Closing Date, in form and substance satisfactory to the Requisite Backstop Parties.


 


(d)           Fees
and Expense Reimbursement. The Credit Parties shall have paid (or such amounts shall be paid concurrently with the Closing)
all fees and expense reimbursement amounts invoiced through the Closing Date as required in accordance with the terms of the Transaction
Support Agreement, the Milbank Fee Letter and the Guggenheim Fee Letter, which amounts may be paid from the proceeds from the
Rights Offering.


 






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(e)           Consents.
All governmental and third-party notifications, filings, consents, waivers and approvals set forth on Schedule 4 and
required for the consummation of the Transaction contemplated by this Agreement or the other Definitive Documents shall have been
made or received.


 


(f)            No
Legal Impediment to Issuance. No Law or Order shall have been enacted, adopted or issued by any Governmental Entity that prohibits
the Transaction contemplated by this Agreement or the other Definitive Documents.


 


(g)           Representations
and Warranties.


 


(i)             The
representations and warranties of the Credit Parties contained in Sections 4.5 (Rule 144A(d)(3)), 4.6 (No Registration),
4.7 (Investment Company Act), 4.9 (Due Incorporation), 4.10 (Authorized Shares) 4.12 (Due Authorization
and Enforceability), 4.13 (Security Documents) (but as it relates to perfection of the security interests under the Security
Documents, only to the extent any such security interest may be perfected by the filing of a financing statement under the Uniform
Commercial Code), 4.15 (No Conflict), 4.20 (No Violation), 4.32 (Money Laundering), 4.34 (OFAC), 4.35
(Anti-bribery), 4.36 (Sanctions) and 4.38 (Prohibited Dealings) shall be true and correct in all respects on
and as of the date of this Agreement and the Closing Date with the same effect as if made on and as of the Closing Date (except
for such representations and warranties made as of a specified date, which shall be true and correct only as of the specified
date).


 


(ii)            The
representations and warranties of the Credit Parties contained in Sections 4.17 (Legal Proceedings), 4.23 (Tax Returns),
4.28 (Internal Controls) and 4.33 (Sarbanes-Oxley) shall be true and correct in all material respects on and as of the date of
this Agreement and the Closing Date with the same effect as if made on and as of the Closing Date (except for such representations
and warranties made as of a specified date, which shall be true and correct in all material respects only as of the specified
date).


 


(iii)           The
representations and warranties of the Credit Parties contained in this Agreement other than those referred to in clauses (i)
and (ii) above shall be true and correct (disregarding all materiality or Material Adverse Effect qualifiers)
on and as of the date of this Agreement and the Closing Date with the same effect as if made on and as of the Closing Date (except
for such representations and warranties made as of a specified date, which shall be true and correct only as of the specified
date), except where the failure to be so true and correct does not constitute, individually
or in the aggregate, a Material Adverse Effect or would not, individually or in the aggregate, reasonably be expected to
have a material adverse effect on the performance of this Agreement or the Transaction.


 


(h)           Covenants.
The Credit Parties shall have performed and complied, in all material respects, in the reasonable determination of the Requisite
Backstop Parties, with all of their respective covenants and agreements contained in this Agreement that contemplate, by their
terms, performance or compliance on or prior to the Closing Date.


 






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(i)            Material
Adverse Effect. Since March 31, 2020, there shall not have occurred, and there shall not exist (i) except as described in
the Offering Memorandum, any Event that has had or reasonably would be expected to have,
individually or in the aggregate, a Material Adverse Effect, or (ii) any default or event of default under any material
contract, including no Default or Event of Default (as each is defined under each Senior Debt Facilities) under each Senior Debt
Facilities.


 


(j)            Officer’s
Certificate. The Backstop Parties shall have received on and as of the Closing Date a certificate of the chief executive officer
or chief financial officer of the Company confirming that the conditions set forth in Sections 8.1(g), (h), and
(i) hereof have been satisfied.


 


(k)           Backstop
Premiums. The Credit Parties shall have paid in cash or issued, as applicable (or such amounts shall be paid or issued, as
applicable, concurrently with the Closing) to each Backstop Party and each Initial Backstop Party its portion of the Backstop
Premiums as set forth in Section 3.2 hereof.


 


(l)            Funding
Notice. The Backstop Parties shall have received the Funding Notice in accordance with the terms of this Agreement.


 


(m)          Transaction
Support Agreement. The Transaction Support Agreement shall be in full force and effect and shall have not been terminated.


 


(n)           Execution
of the Definitive Documents. Entry into the Definitive Documents in each case acceptable in form and substance to the Requisite
Backstop Parties except for the Intercreditor Agreement, which shall be acceptable in form and substance to Backstop Parties holding
at least 66%
of the aggregate Backstop Commitments, as of the date on which the consent or approval is solicited, in their sole discretion.


 


(o)           Security
Documents


 


(i)             The
Backstop Parties shall have received each of the Security Documents, duly executed and delivered by the Issuers and the Guarantors
and the Collateral Agent; and


 


(ii)            The
Backstop Parties shall have received the results of a recent lien search with respect to the Issuer and the Guarantors in the
jurisdiction where each such Issuer and Guarantor is located, and such search results shall reveal no liens on any assets of the
Issuer and the Guarantors except for Permitted Liens (as defined in the New First Lien Notes Indenture) or liens discharged substantially
concurrently with or prior to the Closing Date.


 


(p)           Escrow
Certificate. Milbank LLP in its capacity as Noteholder Representative (as defined in the Subscription Escrow Agreement) shall
have received a certificate from an officer of the Credit Parties certifying that (i) the conditions for the release of funds
under the Subscription Escrow Agreement have been satisfied, (ii) the conditions in this Section 8.1 have been satisfied
or waived as provided for herein and (iii) the Credit Parties have complied with their obligations and covenants of the Transaction
Support Agreement.


 






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(q)           Amendment
to the Convertible Notes. $600.0 million principal amount of Convertible Notes are amended to receive a first-priority lien
on the Collateral 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.


 


Section
8.2            Waiver or Amendment of Conditions to the
Obligations of the Backstop Parties(a). All
or any of the conditions set forth in Sections 8.1(a), (b), (c), (e), (f), (g),
(h) (other than as set forth in the next sentence), (i), (j), (k), (m), (n) (other than as
set forth in the next sentence) and (o) hereof may only be waived or amended in whole or in part with respect to all Backstop
Parties by a written instrument executed by the Requisite Backstop Parties in their sole discretion, and if so waived, all Backstop
Parties shall be bound by such waiver or amendment. The conditions set forth in (i) Section 8.1(q) hereof and in Section
8.1(h) hereof with respect to the covenant in Section 7.12 may only be waived or amended in whole or in part with respect
to all Backstop Parties by a written instrument executed by Backstop Parties holding at least 90% of the aggregate Backstop Commitments,
as of the date on which the consent or approval is solicited, in their sole discretion, and if so waived, all Backstop Parties
shall be bound by such waiver or amendment and (ii) Section 8.1(n) hereof, solely with respect to the Intercreditor Agreement,
may only be waived or amended in whole or in part with respect to all Backstop Parties by a written instrument executed by Backstop
Parties holding at least 66%
of the aggregate Backstop Commitments, as of the date on which the consent or approval is solicited, in their sole discretion,
and if so waived, all Backstop Parties shall be bound by such waiver or amendment. THE DETERMINATION AS TO WHETHER THE COMPANY
HAS COMPLIED WITH THE COVENANT IN SECTION 7.12 AND THE CONDITIONS IN SECTION 8.1(Q) AND SECTION8.1(N) SHALL
BE DETERMINED BY EACH BACKSTOP PARTY IN ITS SOLE AND ABSOLUTE DISCRETION. Any of the conditions not listed in the preceding
three sentences may only be waived or amended in whole or in part with respect to all Backstop Parties by a written instrument
executed by all Backstop Parties.


 


Section
8.3            Conditions to the Obligations of the Credit Parties.
The obligations of the Credit Parties to consummate the Transaction contemplated hereby at Closing with any Backstop Party is
subject to (unless waived by the Credit Parties in writing in their sole discretion) the satisfaction of each of the following
conditions:


 


(a)           Rights
Offering. The Rights Offering Expiration Time shall have occurred, and the Credit Parties shall have received at least $200 million
in cash pursuant to the Rights Offering.


 


(b)           No
Legal Impediment to Issuance. No Law or Order shall have been enacted, adopted or issued by any Governmental Entity that prohibits
the Transaction contemplated by this Agreement.


 


(c)           Representations
and Warranties. The representations and warranties of the Backstop Parties contained in this Agreement shall be true and correct
in all material respects on and as of the Closing Date with the same effect as if made on and as of the Closing Date (except for
such representations and warranties made as of a specified date, which shall be true and correct in all material respects only
as of the specified date), except for such representations and warranties in respect of which the failure to be true and correct
in all material respects would not reasonably be expected to, individually or in the aggregate, have a material and adverse
effect on the ability of such Backstop Parties to consummate the Transaction.


 






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(d)           Covenants.
The Backstop Parties shall have performed and complied, in all material respects, with all of their respective covenants and agreements
contained in this Agreement that contemplate, by their terms, performance or compliance prior to the Closing Date.


 


(e)           Transaction
Support Agreement. The Transaction Support Agreement shall be in full force and effect and shall have not been terminated
as to all parties thereto; it being understood that termination with respect to one or more but not all of the Backstop Parties
shall not constitute a failure of this condition to be satisfied.


 


ARTICLE
IX



INDEMNIFICATION AND CONTRIBUTION


 


Section
9.1             Indemnification Obligations.
Subject to the limitations set forth in this Article IX, from and after the date of this Agreement, the Credit Parties
(collectively, the “Indemnifying Parties” and each, an “Indemnifying Party”)
shall, jointly and severally, indemnify and hold harmless each Backstop Party and its Affiliates, Related Funds, equity holders,
members, partners, general partners, managers and its and their respective Representatives and controlling persons (each, an “Indemnified
Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes
of the Backstop Parties except to the extent otherwise provided for in this Agreement) (collectively, “Losses”)
that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection
with this Agreement and the Transaction contemplated hereby, including the Backstop Commitment, the Rights Offering, the payment
of the Backstop Premiums, the use of the proceeds of the Rights Offering or any claim, challenge, litigation, investigation or
proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such
proceedings are brought by the Credit Parties, their respective equity holders, Affiliates, Related Funds, creditors or any other
Person, and reimburse each Indemnified Person upon demand for reasonable documented out-of-pocket (with such documentation subject
to redaction only to preserve attorney client and work product privileges) legal or other third-party expenses actually incurred
in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving
as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including
in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the Transaction
contemplated by this Agreement is consummated or whether or not this Agreement is terminated; provided that the foregoing
indemnity will not, as to any Indemnified Person, apply to Losses (a) as to a Defaulting Backstop Party or its Related Parties
related to a Backstop Party Default by such Defaulting Backstop Party or its Related Party, or (b) to the extent they are found
by a final, non-appealable judgment of a court of competent jurisdiction to arise from bad faith, willful misconduct or gross
negligence of such Indemnified Person.


 






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Section
9.2            Indemnification Procedure.
Promptly after receipt by an Indemnified Person of notice of the commencement of any claim, challenge, litigation, investigation
or proceeding (an “Indemnified Claim”), such Indemnified Person will, if a claim is to be made hereunder
against the Indemnifying Party in respect thereof, notify the Indemnifying Party promptly in writing of the commencement thereof;
provided, that (a) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any
liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure and (b) the
omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to such
Indemnified Person otherwise than on account of this Agreement. In case any such Indemnified Claims are brought against any Indemnified
Person and such Indemnified Person notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be
entitled to participate therein and, at its election by providing written notice to such Indemnified Person, the Indemnifying
Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided,
that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and
the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such
Indemnified Person that are different from or additional to those available to the Indemnifying Party, such Indemnified Person
shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such
Indemnified Claims. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume
the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall
not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof
or participation therein (other than reasonable documented out-of-pocket costs of investigation) unless (i) such Indemnified
Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses
in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party
shall not be liable for the expenses of more than one separate counsel representing the Indemnified Person who is party to such
Indemnified Claims (in addition to one local counsel in each jurisdiction where local counsel is required), (ii) the Indemnifying
Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within
a reasonable time after the Indemnifying Party has received notice of commencement of the Indemnified Claims from, or delivered
on behalf of, the Indemnified Person, (iii) after the Indemnifying Party assumes the defense of the Indemnified Claims, the
Indemnified Person determines in good faith that the Indemnifying Party has failed or is failing to defend such claim and provides
written notice of such determination and the basis for such determination, and such failure is not reasonably cured within ten
(10) Business Days following receipt of such notice by the Indemnifying Party, or (iv) the Indemnifying Party shall
have authorized in writing the employment of counsel for such Indemnified Person.


 


Section
9.3             Settlement of Indemnified Claims.
The Indemnifying Party shall not be liable for any settlement of any Indemnified Claims effected by such Indemnified Person without
the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). If any
settlement of any Indemnified Claims is consummated with the written consent of the Indemnifying Party or if there is a final
judgment for the plaintiff in any such Indemnified Claims, the Indemnifying Party agrees to indemnify and hold harmless each Indemnified
Person from and against any and all Losses by reason of such settlement or judgment to the extent such Losses are otherwise subject
to indemnification by the Indemnifying Party hereunder in accordance with, and subject to the limitations of, this Article IX.
Notwithstanding anything in this Article IX to the contrary, if at any time an Indemnified Person shall have requested
the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in connection with investigating, responding
to or defending any Indemnified Claims as contemplated by this Article IX, the Indemnifying Party shall be liable for any
settlement of any Indemnified Claims effected without its written consent if (i) such settlement is entered into more than thirty
(30) days after receipt by the Indemnifying Party of such request for reimbursement and (ii) the Indemnifying Party shall not
have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. The Indemnifying
Party shall not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld, conditioned
or delayed in the Indemnified Person’s sole discretion), effect any settlement of any pending or threatened Indemnified
Claims in respect of which indemnity or contribution has been sought hereunder by such Indemnified Person unless (i) such
settlement includes an unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified
Person from all liability on the claims that are the subject matter of such Indemnified Claims and (ii) such settlement does
not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified
Person.


 






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Section
9.4             Contribution.
If for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless from
Losses that are subject to indemnification pursuant to Section 9.1 hereof, then the Indemnifying Party shall contribute
to the amount paid or payable by such Indemnified Person as a result of such Losses in such proportion as is appropriate to reflect
not only the relative benefits received by the Indemnifying Party, on the one hand, and such Indemnified Person, on the other
hand, but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Person, on the other hand,
as well as any relevant equitable considerations. It is hereby agreed that the relative benefits to the Indemnifying Party, on
the one hand, and all Indemnified Persons, on the other hand, shall be deemed, with respect to the Backstop Parties, to be in
the same proportion as (a) the total value received or proposed to be received by the Credit Parties pursuant to the issuance
and sale of the New First Lien Notes in the Rights Offering and the Funding Amount contemplated by this Agreement bears to (b) the
Backstop Premiums paid or issued, or proposed to be paid or issued, to the Backstop Parties and the Initial Backstop Parties.
Subject to Section 9.6 hereof, the Indemnifying Parties also agree that no Indemnified Person shall have any liability
based on their comparative or contributory negligence to the Indemnifying Parties in connection with an Indemnified Claim.


 


Section
9.5            Treatment of Indemnification Payments.
All amounts paid by an Indemnifying Party to an Indemnified Person under this Article IX shall, to the extent permitted
by applicable Law, be treated as adjustments to the Purchase Price solely for Tax purposes. The provisions of this Article IX
are an integral part of the Transaction contemplated by this Agreement and without these provisions the Backstop Parties would
not have entered into this Agreement.


 


Section
9.6             Survival of Representations, Warranties,
Covenants, Indemnities and Agreements. All covenants
and agreements made in this Agreement shall survive the Closing until satisfied in accordance with their terms, except for covenants
and agreements that by their express terms are to be satisfied at Closing. All representations and warranties of the Credit Parties
pursuant to Article IV shall survive Closing. The indemnification and other obligations of the Credit Parties pursuant to this
Article IX and the other obligations set forth in Section 10.6 hereof shall survive the Closing until the latest
date permitted by applicable Law.


 






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ARTICLE
X



TERMINATION


 


Section
10.1           Consensual Termination.
This Agreement may be terminated, and the Transaction contemplated hereby may be abandoned at any time prior to the Closing Date
by mutual written consent of the Credit Parties and the Requisite Backstop Parties.


 


Section
10.2           Automatic Termination; General.
This Agreement shall automatically terminate:


 


(a)           upon
Closing;


 


(b)           if
the Transaction Support Agreement is terminated in accordance with its terms with respect to all Parties thereto;


 


(c)           if
any Credit Party is adjudged bankrupt or insolvent, files a voluntary petition for relief seeking bankruptcy, dissolution, winding
up, liquidation or other relief, under any bankruptcy, insolvency or similar laws, whether domestic or foreign, consents to the
appointment of a receiver, administrator or other similar official of all or a substantial part of its property, makes a general
assignment arrangement for the benefit of creditors or takes any corporate action for authorizing any of the foregoing;


 


(d)           if
any involuntary case against any Credit Party is commenced or any involuntary petition seeking bankruptcy, dissolution, winding
up, liquidation, administration or other relief in respect of any Credit Party or its debts, or a substantial part of its assets,
under any bankruptcy, insolvency, administration, receivership or similar laws, whether domestic or foreign, is filed and either
such involuntary proceeding is not dismissed within fifteen (15) days after the filing thereof or any court order grants the relief
sought in such involuntary proceeding;


 


(e)           if
any Credit Party admits in writing its inability to pay or meet its debts as they mature or suspends payments thereof or consents
to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition described
above or files an answer admitting the material allegations of a petition filed against it in any such proceeding; or


 


(f)            the
Credit Parties file any cause of action against and/or seek to restrict or hinder the enforcement of any rights of the holders
of Subordinated Notes Claims in their capacity as such that is inconsistent with this Agreement (or if the Credit Parties support
any such motion, application or adversary proceeding commenced by any third party or consent to the standing of any such third
party).


 






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Section
10.3           Termination by the Credit Parties.
This Agreement may be terminated by the Credit Parties upon written notice to each Backstop Party if:


 


(a)           the
Closing Date has not occurred by the Outside Date (as the same may be extended pursuant to Section 2.3(a) or Section
10.5(b) hereof); provided, that the Credit Parties shall not have the right to terminate this Agreement pursuant to
this Section 10.3(a) if any of them is then in willful or intentional breach of this Agreement; or


 


(b)           if
the Credit Parties shall not receive at least two hundred million United States dollars ($200,000,000) pursuant to the Rights
Offering and this Agreement; provided, that any termination pursuant to this Section 10.3(b) shall not relieve
or otherwise limit the liability of any Defaulting Backstop Party hereto for any breach or violation of its obligations under
this Agreement or any documents or instruments delivered in connection herewith.


 


Section
10.4           Termination by the Requisite Backstop Parties.
This Agreement may be terminated by the Requisite Backstop Parties upon written notice to the Credit Parties if:


 


(a)           The
Credit Parties have not commenced the Exchange Offer and Solicitation and the Rights Offering by the date hereof;


 


(b)           Definitive
Documents.


 


(i)             The
Definitive Documents (other than the Offering Memorandum and the Transaction Support Agreement (including the documents attached
thereto as exhibits)) are not in a form acceptable to the Requisite Backstop Parties by (i) in the case of the New First Lien
Notes Indenture and the Second Lien Subordinated Notes Indenture, July 21, 2020 and (ii) in the case of all other Definitive Documents,
July 27, 2020;


 


(ii)            Drafts
of all Definitive Documents (other than the Offering Memorandum, Transaction Support Agreement, New First Lien Notes Indenture
and Second Lien Subordinated Notes Indenture) are not delivered to the Backstop Parties by July 21, 2020;


 


(c)           the
Closing Date has not occurred by 4:00 p.m. (Eastern Time) on August 1, 2020; provided that the Requisite Backstop Parties may
agree in writing to extend such deadline up to, but not exceeding, an aggregate of fourteen (14) days (as it may be extended pursuant
to Section 2.3(a) or Section 10.5(b), the “Outside Date”);


 


(d)           any
Credit Party shall have breached any representation, warranty, covenant or other agreement made by such Credit Party in this Agreement
or any such representation or warranty shall have become inaccurate solely in respect of those breaches or inaccuracies that would,
individually or in the aggregate, cause a condition set forth in Section 8.1(g), (h) or (j) not to be satisfied
and, solely in respect of those breaches or inaccuracies that are capable of being cured, such breach or inaccuracy is not cured
by such Credit Party by the earlier of (x) five (5) Business Days after the occurrence of such breach or after such representation
or warranty has become inaccurate, and (y) three (3) Business Days prior to the Outside Date; provided, that this Agreement
shall not terminate pursuant to this Section 10.4(d) if the Requisite Backstop Parties are then in willful or intentional
breach of this Agreement;


 


(e)           since
March 31, 2020, except as disclosed in the Offering Memorandum by the date hereof, there shall have occurred any Event, development,
occurrence or change that, individually, or together with all other Events, has had or would reasonably be expected to have a
Material Adverse Effect or a material adverse effect on the performance of this Agreement or the Transaction;


 






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(f)            (i)
any of the Definitive Documents (including, in each case, any of the term sheets or exhibits thereto) is amended or modified in
any material respect without the prior written consent of the Requisite Backstop Parties; (ii) any Credit Party suspends,
terminates or revokes the Definitive Documents; or (iii) any Credit Party publicly announces its intention to take any such
action listed in sub-clause (i) or (ii) of this subsection;


 


(g)           there
has occurred any default or event of default under any material contract, including the occurrence of any Default or Event of
Default (as each is defined under each Senior Debt Facilities) under each Senior Debt Facilities;


 


(h)           the
Issuer’s Class A Capital Stock is no longer listed on the New York Stock Exchange; or


 


(i)            any
Credit Party breaches or terminates the Milbank Fee Letter or the Guggenheim Engagement Letter.


 


Section
10.5           Termination by Backstop Parties(a).


 


(a)           This
Agreement may be terminated by any Backstop Party, as to itself only, upon written notice to the Credit Parties if the Closing
Date has not occurred by August 15, 2020.


 


(b)           If
any Backstop Party denies or disaffirms this Agreement in writing (electronic or otherwise), or upon the occurrence of any termination
by a Backstop Party (the “Withdrawing Backstop Party”) pursuant to Section 10.5(a) hereof,
the remaining Backstop Parties (other than any Withdrawing Backstop Party) shall have the right, but not the obligation, within
five (5) Business Days after receipt of written notice from the Credit Parties to all Backstop Parties of such withdrawal,
which notice shall be given promptly following the occurrence of such withdrawal and to all Backstop Parties substantially concurrently
(such five (5) Business Day period, the “Backstop Party Withdrawal Replacement Period”), to make
arrangements for one or more of the Backstop Parties (other than the Withdrawing Backstop Party) to purchase all or any portion
of the Unsubscribed New First Lien Notes previously allocated to such Withdrawing Backstop Party (such purchase, a “Backstop
Party Withdrawal Replacement”) on the terms and subject to the conditions set forth in this Agreement (such Backstop
Parties, the “Withdrawal Replacement Backstop Parties”). Any such Unsubscribed New First Lien Notes
purchased by or previously allocated to a Withdrawal Replacement Backstop Party (i) shall be included, among other things, in
the determination of (x) the Unsubscribed New First Lien Notes to be purchased by such Withdrawal Replacement Backstop Party
for all purposes hereunder, (y) the Backstop Commitment Percentage of such Withdrawal Replacement Backstop Party for all
purposes hereunder, including the allocation of the Backstop Commitment Premiums, and (z) the Backstop Commitment of such
Withdrawal Replacement Backstop Party for purposes of the definition of the “Requisite Backstop Parties” and (ii)
shall not be included in the determination of the New First Lien Notes (other than Unsubscribed New First Lien Notes) to be purchased
by such Withdrawal Replacement Backstop Party for all purposes hereunder; provided, that for the avoidance of doubt, nothing
in this clause (ii) shall restrict such Withdrawal Replacement Backstop Party’s right to exercise its Subscription Rights
or Oversubscription Rights. If the withdrawal of a Backstop Party occurs, the Outside Date shall be delayed only to the extent
necessary to allow for the Backstop Party Withdrawal Replacement to be completed within the Backstop Party Withdrawal Replacement
Period.


 






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(c)            Nothing
in this Agreement shall be deemed to require a Backstop Party to purchase more than its Backstop Commitment Percentage of the
Unsubscribed New First Lien Notes, unless otherwise agreed by such Backstop Party pursuant to Section 2.2 hereof unless
otherwise agreed by such Backstop Party pursuant to Section 2.3 hereof.


 


Section
10.6           Effect of Termination.



 


(a)            Upon
termination of this Agreement as to all or any Party pursuant to this Article X, this Agreement shall forthwith become
void and of no force or effect and there shall be no further obligations or liabilities on the part of each such Party; provided,
that (i) the obligations of the Credit Parties to pay the fees and expense reimbursement pursuant to Section 8.1(d) hereof
and to satisfy their indemnification obligations pursuant to Article IX shall survive the termination of this Agreement
and shall remain in full force and effect, in each case, until such obligations have been satisfied, (ii) the provisions
set forth in this Section 10.6 and Article XI shall survive the termination of this Agreement in accordance
with their terms and (iii) subject to Section 11.10 hereof, nothing in this Section 10.6 shall relieve
any Party from liability for its gross negligence, willful misconduct or any willful or intentional breach of this Agreement.
For purposes of this Agreement, “willful or intentional breach” means a breach of this Agreement that is a consequence
of an act undertaken by the breaching party with the knowledge that the taking of such act would, or would reasonably be expected
to, cause a breach of this Agreement.


 


(a)            For
the avoidance of doubt, upon any termination of this Agreement other than in connection with the consummation of the Closing,
each Backstop Party will be deemed to have automatically revoked and withdrawn any exercise of its Subscription Rights, its Oversubscription
Rights and its Backstop Commitments required to be provided pursuant to Section 2.2 and otherwise revoked and withdrawn
all consents given to amend the Subordinated Notes, exchange or transfer to the Credit Parties any of its Subordinated Notes or
Subordinated Notes Claims pursuant to this Agreement, without any further action and irrespective of the expiration or availability
of any “withdrawal period” or similar restriction, whereupon any such exercises, amendments and consents will be deemed,
for all purposes, to be null and void ab initio and will not be considered or otherwise used in any manner by the Parties
in connection with the Transaction, the Rights Offering, and this Agreement, and the Credit Parties agree not to accept any such
exercises or consents or to consummate the Rights Offering, and to take all actions necessary or reasonably required to allow
the Backstop Parties to arrange with their custodian and brokers to effectuate the withdrawal of such exercises and consents,
including the reopening or extension of any withdrawal or similar periods.


 






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ARTICLE
XI



GENERAL PROVISIONS


 


Section
11.1          Notices.
All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given if delivered
personally, sent via electronic facsimile (with confirmation), mailed by registered or certified mail (return receipt requested)
or delivered by an express courier (with confirmation) to the Parties at the following addresses (or at such other address for
a Party as may be specified by like notice):


 


(a)           If
to the Credit Parties:


 


	One AMC Way
	11500 Ash Street, Leawood, KS 66211,
	Attn: General Counsel1
	 
	with a copy (which shall not constitute
    notice) to:
	 
	Weil, Gotshal & Manges LLP
	767 Fifth Avenue
	New York, New York 10153
	Attention: Ray C. Schrock, P.C.
	Corey Chivers
	 
	E-mail: 	ray.schrock@weil.com
	 	corey.chivers@weil.com




 


(b)          If
to the Backstop Parties (or to any of them) or any other Person to which notice is to be delivered hereunder, to the address set
forth adjacent to each such Backstop Party’s name on the signature page of such Backstop Party hereto,


 


	with
    a copy (which shall not constitute notice) to:
	 
	Milbank
    LLP
	55
    Hudson Yards
	New
    York, New York 10001
	Attention:	Abhilash
    M. Raval
	 	Michael Price
	 	Paul Denaro
	 	 
	E-mail:	ARaval@milbank.com
	 	MPrice@milbank.com
	 	PDenaro@milbank.com



 





 






1 NTD: Please add email.


 






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Section
11.2          Assignment; Third-Party Beneficiaries.
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any Party (whether
by operation of Law or otherwise) without the prior written consent of the Credit Parties and the Requisite Backstop Parties,
other than an assignment by a Backstop Party expressly permitted by Section 2.3, Section 2.6 or Section 2.7
hereof, and any purported assignment in violation of this Section 11.2 shall be void ab initio and of no
force or effect. Except as expressly provided in Article IX with respect to the Indemnified Persons, this Agreement
(including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any Person
any rights or remedies under this Agreement other than to the Parties. 


 


Section
11.3          Prior Negotiations; Entire Agreement. This Agreement (including
the agreements attached as Exhibits to and the documents and instruments referred to in this Agreement) constitutes the entire
agreement of the Parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, among the
Parties with respect to the subject matter of this Agreement (including, for the avoidance of doubt, with respect to (i) the allocation
of the Backstop Premiums and (ii) the Commitments of each of the Backstop Parties), except that the Parties hereto acknowledge
that any confidentiality agreements heretofore executed between or among the Parties will each continue in full force and effect
to the extent applicable pursuant to the stated terms therein.


 


Section
11.4          Governing Law; Venue.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD FOR ANY
CONFLICTS OF LAW PRINCIPLES THAT WOULD APPLY THE LAWS OF ANY OTHER JURISDICTION. THE PARTIES CONSENT AND AGREE THAT ANY ACTION
TO ENFORCE THIS AGREEMENT OR ANY DISPUTE, WHETHER SUCH DISPUTES ARISE IN LAW OR EQUITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY SHALL BE BROUGHT EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN. THE PARTIES
CONSENT TO AND AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK. EACH OF THE PARTIES HEREBY WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY CLAIM THAT (I) SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK, (II) SUCH PARTY OR SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED
BY THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR (III) ANY LITIGATION OR OTHER PROCEEDING COMMENCED
IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IS BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HEREBY
AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING TO AN ADDRESS PROVIDED IN WRITING
BY THE RECIPIENT OF SUCH MAILING, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF
AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED.


 






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Section
11.5          Waiver of Jury Trial.
EACH PARTY HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY JURISDICTION IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE
ANY DISPUTE AMONG THE PARTIES UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.


 


Section
11.6          Counterparts.
This Agreement may be executed in any number of counterparts, all of which will be considered one and the same agreement, and
will become effective when counterparts have been signed by each of the Parties and delivered to each other Party (including via
facsimile or other electronic transmission), it being understood that each Party need not sign the same counterpart. Any facsimile
or electronic signature shall be treated in all respects as having the same effect as having an original signature. Each Party
agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that
any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes
of validity, enforceability and admissibility.


 


Section
11.7          Waivers and Amendments; Rights Cumulative; Consent; Limitations.
This Agreement may be amended, restated, modified or changed only by a written instrument signed by the Credit Parties and the
Requisite Backstop Parties; provided, that, in addition to the foregoing consents, (a) any Backstop Party’s
prior written consent shall be required for any amendment that would, directly or indirectly, (i) modify such Backstop Party’s
Backstop Commitment Percentage or Initial Backstop Commitment Percentage, (ii) increase the Purchase Price to be paid in
respect of the Unsubscribed New First Lien Notes, or (iii) have a materially adverse and disproportionate effect on such
Backstop Party; and (b) the prior written consent of each Backstop Party shall be required for any amendment that would,
directly or indirectly, modify a Significant Term. Notwithstanding the foregoing, Schedule 2 shall be revised as necessary
without requiring a written instrument signed by the Credit Parties and the Requisite Backstop Parties to reflect conforming changes
in the composition of the Backstop Parties and Backstop Commitment Percentages as a result of Transfers permitted and consummated
in compliance with the terms and conditions of this Agreement. The terms and conditions of this Agreement (other than the conditions
set forth in Sections 8.1, 8.2 and 8.3 hereof, the waiver and amendment of which shall be governed
solely by Article VIII) may be waived or amended (A) by the Credit Parties only by a written instrument executed
by the Credit Parties and (B) by the Requisite Backstop Parties only by a written instrument executed by the Requisite Backstop
Parties. No delay on the part of any Party in exercising any right, power or privilege pursuant to this Agreement will operate
as a waiver thereof, nor will any waiver on the part of any Party of any right, power or privilege pursuant to this Agreement,
nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further
exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Notwithstanding anything to
the contrary herein, the obligations, covenants and requirements of any Backstop Party under this Agreement shall only apply to
such Backstop Party and the funds under its control from time to time.


 






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Section
11.8          Headings.
The headings in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of
this Agreement.


 


Section
11.9          Specific Performance.
The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with
the terms hereof and that the Parties shall be entitled to an injunction or injunctions without the necessity of posting a bond
to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition
to any other remedy to which they are entitled at law or in equity. Unless otherwise expressly stated in this Agreement, no right
or remedy described or provided in this Agreement is intended to be exclusive or to preclude a Party from pursuing any other rights
and remedies to the extent available under this Agreement, at law or in equity.


 


Section
11.10         Damages.
Notwithstanding anything to the contrary in this Agreement, none of the Parties will be liable for, and none of the Parties shall
claim or seek to recover, any punitive, special, indirect or consequential damages or damages for lost profits in connection with
the breach or termination of this Agreement.


 


Section
11.11        No Reliance.
No Backstop Party or any of its Related Parties shall have any duties or obligations to the other Backstop Parties or the Credit
Parties in respect of this Agreement or the Transaction contemplated hereby or thereby, except those expressly set forth herein.
Without limiting the generality of the foregoing, (a) no Backstop Party or any of its Related Parties shall be subject to
any fiduciary or other implied duties to the other Backstop Parties or the Credit Parties, (b) no Backstop Party or any of
its Related Parties shall have any duty to take any discretionary action or exercise any discretionary powers on behalf of any
other Backstop Party, (c) no Backstop Party or any of its Related Parties shall have any duty to the other Backstop Parties
to obtain, through the exercise of diligence or otherwise, to investigate, confirm, or disclose to the other Backstop Parties
any information relating to the Credit Parties or any of their Subsidiaries that may have been communicated to or obtained by
such Backstop Party or any of its Affiliates in any capacity, (d) no Backstop Party may rely or has relied, on any due diligence
investigation that any other Backstop Party or any Person acting on behalf of such other Backstop Party may have conducted with
respect to the Credit Parties or any of their Affiliates or any of their respective securities, and (e) each Backstop Party
acknowledges that no other Backstop Party is acting as a placement agent, initial purchaser, underwriter, broker or finder with
respect to its Unsubscribed New First Lien Notes, Backstop Commitment Percentage of its Backstop Commitment.


 


Section
11.12         Publicity.



 


At all times prior to
the Closing Date or the earlier termination of this Agreement in accordance with its terms, the Credit Parties and the Backstop
Parties shall consult with each other prior to issuing any press releases (and provide each other a reasonable opportunity to
review and comment upon any such release) or otherwise making public announcements with respect to the Transaction contemplated
by this Agreement as required in accordance with the terms of the Transaction Support Agreement. Unless required by applicable
law or regulation, the Credit Parties agree to keep confidential the Backstop Commitment Percentage (including as set forth on
Schedule 2), the Initial Backstop Commitment Percentage (including as set forth on Schedule 3), the designees
and amounts for any designations made pursuant to Section 2.7, the funding amounts and Funding Notices pursuant to Section
2.4, and any bank account, securities account or other holdings information (including with respect to the Subordinated Notes)
of the Backstop Parties or their Affiliates as of the date hereof and at any time hereafter, absent the prior written consent
of any such Backstop Party; and if such announcement or disclosure is so required by law or regulation, the Credit Parties shall
provide each Backstop Party with advanced notice of its intent to disclose such holdings information and shall afford each Backstop
Party 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 Credit Parties making such announcement or disclosure; provided that the Credit
Parties shall not be required to incur any material costs and/or expenses or provide any indemnities or the like in order to comply
with the foregoing. When attaching a copy of this Agreement to any public disclosure, the Credit Parties will redact any reference
to a specific Backstop Party, its Backstop Commitment Percentage, its Initial Backstop Commitment Percentage or any of its holdings
information, including the signature pages, Schedule 2 and Schedule 3 hereto .


 






    49


     


    

 


Section
11.13        No Recourse.
Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the
Parties may be partnerships or limited liability companies, each Party covenants, agrees and acknowledges that no recourse under
this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any Party’s
Affiliates or any of the respective Related Parties of such Party or of the Affiliates of such Party (in each case other than
the Parties to this Agreement and each of their respective successors and permitted assignees under this Agreement), whether by
the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly
agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of
such Related Parties, as such, for any obligation or liability of any Party under this Agreement or any documents or instruments
delivered in connection herewith for any Claim based on, in respect of or by reason of such obligations or liabilities or their
creation; provided, however, nothing in this Section 11.13 shall relieve or otherwise limit the liability
of any Party hereto or any of their respective successors or permitted assigns for any breach or violation of its obligations
under this Agreement or such other documents or instruments.  For the avoidance of doubt, none of the Parties will have any
recourse, be entitled to commence any proceeding or make any Claim under this Agreement or in connection with the Transaction
contemplated hereby except against any of the Parties or their respective successors and permitted assigns, as applicable.


 


Section
11.14         Fiduciary Duties.
Nothing in this Agreement shall require the Credit Parties, nor the Credit Parties’ directors, managers, and officers, to
take or refrain from taking any action (including terminating this Agreement under Article X hereof), to the extent that
such person or persons determines, based on the advice of sophisticated outside counsel that is familiar with giving such advice,
that taking, or refraining from taking, such action, as applicable, would be inconsistent with their fiduciary obligations under
applicable Law; provided, that this Section 11.14 shall not impede any Party’s right to terminate this Agreement
pursuant to Article X hereof.


 


Section
11.15        Severability.
In the event that any one or more of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein will not be in any way impaired thereby, it being intended that all of the rights and privileges
of the Parties hereto will be enforceable to the fullest extent permitted by law.


 






    50


     


    

 


Section
11.16        Exchange Rate.


 


(a)           For
purposes of calculating the Exchange Consideration and Early Exchange Consideration (each as defined in the Offering Memorandum)
relating to the 6.375% Senior Subordinated Notes due 2024, the Parties shall use the “Mid Price” value of WM/Reuters
Spot Closing Rate value as of 4:00 pm BST (London time) for the trading date prior to the Rights Offering Expiration Time, on
the Bloomberg Terminal page “WMCO.”


 


(b)           For
purposes of calculating the Subscription Rights and the Oversubscription Rights relating to the 6.375% Senior Subordinated Notes
due 2024, the Parties shall use the “Mid Price” value of WM/Reuters Spot Closing Rate value as of 4:00 pm BST (London
time) for the trading date prior to the date hereof, on the Bloomberg Terminal page “WMCO.”


 


[Signature Pages Follow]


 






    51


     


    

 


IN WITNESS WHEREOF,
the Parties have duly executed this Agreement 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
	 	 
	 	 
	 	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




 


[Signature Page to
Backstop Commitment Agreement]


 






    


     


    

 


[Noteholder signature
pages attached]


 






    


     


    

 


SCHEDULE 1 – GUARANTORS


 


	Subsidiary
    Guarantors of Subordinated Notes, Credit  Agreement Facility and Existing First Lien Notes	 	Jurisdiction
	AMC CARD PROCESSING SERVICES,
    INC.	 	AZ
	AMC ITD, LLC	 	KS
	AMC LICENSE SERVICES, LLC	 	KS
	AMERICAN MULTI-CINEMA, INC.	 	MO



 






    


     


    

 


SCHEDULE 2 – BACKSTOP COMMITMENTS


 


[Redacted]


 






    


     


    

 


SCHEDULE 3
 – INITIAL BACKSTOP PARTIES 


 


[Redacted]


 






    


     


    

 


SCHEDULE 4 – CONSENTS


 


[To come]


 






    


     


    

 


EXHIBIT A – TRANSACTION SUPPORT
AGREEMENT


 


[see attached]


 




    


     


    


 


EXHIBIT B 


 


FORM OF FUNDING NOTICE


 


July 27, 2020


 


[Commitment Party]


[Address]


 


 


To whom it may concern:


 


This Funding Notice is delivered pursuant
to Section 2.4 of the Backstop Commitment Agreement, dated as of July 10, 2020 (the “Backstop Commitment Agreement”),
among AMC Entertainment Holdings, Inc (the “Company”), each of the other credit parties listed on Schedule I
thereto, you, and the other commitment parties party thereto. Capitalized terms used herein but not defined herein shall have the
meaning ascribed to such term in the Backstop Commitment Agreement.


 


As of the date hereof, the Company hereby
provides you written notice that:


 


1.                                the
aggregate principal amount of Rights Offering Notes elected to be purchased by the Rights Offering Participants pursuant to their
Subscription Rights was $_________________, and the aggregate Purchase Price therefor was $_________________;


 


2.                              
the aggregate principal amount of Rights Offering Notes (x) elected to be purchased by the Rights Offering Participants
pursuant to their Oversubscription Rights was $_________________ and (y) that is actually determined to be issued and sold by the
Issuer to the Rights Offering Participants pursuant to the Oversubscription Rights is $__________________;


 


3.                              
the aggregate principal amount of Rights Offering Notes (excluding any Unsubscribed New First Lien Notes and excluding the
Oversubscription Amount) to be issued and sold by the Issuer pursuant to Subscription Rights held on account of your Subordinated
Notes Claims is $_________________, and the aggregate Purchase Price therefor is $_________________ (your “Subscription
Amount”);


 


4.                                the aggregate principal amount of Rights Offering Notes (excluding any Unsubscribed New First Lien Notes and excluding the
Subscription Amount) to be issued and sold by the Issuer pursuant to Oversubscription Rights held on account of your Subordinated
Notes Claims is $_________________ (your “Oversubscription Amount”);


 


5.                              
the aggregate principal amount of Unsubscribed New First Lien Notes is $_________________, and the aggregate Purchase Price
required for the purchase thereof is $_________________;


 


6.                              
the aggregate principal amount of Unsubscribed New First Lien Notes (based upon your Backstop Commitment Percentage) to
be issued and sold by the Company to you is $__________________, and the aggregate Purchase Price therefor is __________________
(your “Backstop Amount” and together with your Purchase Amount and Oversubscription Amount, your “Funding
Amount”);


 






    


     


    

 


7.                              
the aggregate Backstop Premium due to you is $________________, and the aggregate Oversubscription Premium due to you is
$________________;


 


8.                              
your aggregate Funding Amount (net of any Backstop Premiums or Oversubscription Premium due and payable in cash by the
Issuer to such Backstop Party) is $__________________; as set forth in Exhibit A hereto1
and


 


9.                              
the account information (including wiring instructions) for the escrow account to which you shall deliver and pay your
Funding Amount (the “Subscription Account”) is set forth in Annex I hereto.2





 


You are not required to fund at this time.
You are required to fund no later than [one Business Day prior to][on]3 the Closing Date.


 


Questions relating to this Funding Notice
should be directed to ________________________ via email at ________________________________________ (please reference “AMC”
in the subject line).


 


	 	Sincerely,
	 	 
	 	 
	 	Global Bondholder Services Corporation,

    as Rights Offering Subscription Agent




 





 





 









1
Note: The transfer agent shall attach a spreadsheet as Exhibit A showing the calculation of the Funding Amount.


 


2
Note: For Backstop Parties that elect to use the Escrow Account, Annex I will include the Escrow Account Information. For other
parties, Annex I will include the information for the Issuer's segregated account.


 


3
Note: Backstop Parties subject to the proviso of 2.4(b) shall fund directly to the Issuer on the Closing Date.






 






    


     


    




 


EXHIBIT A


 


1.    Aggregate
Elections and Issuances by Rights Offering Participants and Backstop Parties


 


	 	Aggregate principal

 amount elected to be 

purchased	Aggregate principal

 amount to be issued and

 sold	Aggregate purchase 

price
	Rights Offering Notes Pursuant to Subscription Rights	$[                         ]	$[                          ]	$[                         ]  
	Rights Offering Notes Pursuant to Oversubscription Rights	$[                         ]	$[                          ]	$[                         ]4
	Unsubscribed New First Lien Notes Pursuant to Backstop Commitment 	$[                         ]	$[                          ]	$[                         ]5
	Total	$[                         ]	$200,000,000.00	$200,000,000.00


 


2.    Aggregate
Premiums due to Oversubscription and Backstop Parties


 


	Aggregate principal amount to be issued and sold pursuant to Oversubscription Rights	$[                         ]	 
	Oversubscription Premium percentage	20.0	%
	Oversubscription Premium	$[                         ]	 
	 	 
	Maximum cash amount of Backstop Commitment Premium	$20,000,000.00	 
	Less: Oversubcription Premium (from above)	($[                         ]	)
	Cash amount of Backstop Commitment Premium	$[                         ]	 


 


3.    Your
Funding Amount


 


	 	 	 	Applicable

Percentage6	 	 	$ Amount	 
	Subscription Amount	 	 	[       ]	%	 	$[                         ]	 
	Oversubscription Amount	 	 	[       ]	%	 	$[                         ]	 
	Unsubscribed New First Lien Notes	 	 	[       ]	%	 	$[                         ]	 
	Less: Initial Backstop Premium	 	 	[       ]	%	 	($[                         ]	)
	Less: Cash amount of Backstop Commitment Premium	 	 	[       ]	%	 	($[                         ]	)
	Less: Oversubcription Premium	 	 	[       ]	%	 	($[                         ]	)
	Funding Amount	 	 	 	 	 	$[                         ]	 



 


 


	Class A Common Stock of Backstop Premium  	
    [                         ]
    shares











 


 



 



4 Excluding the aggregate Oversubscription Premium.


 


5 Excluding the aggregate Backstop Premium.


 


6 Your percentage of the aggregate issuances and
premiums due.



 




    


     


    


 





ANNEX I