Amc Entertainment Holdings, Inc. Sample Contracts

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AMC Entertainment Holdings, Inc. [ ] Shares(1) Class A Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • December 3rd, 2013 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

AMC Entertainment Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of Class A common stock, $0.01 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the

INDEMNIFICATION AGREEMENT by and between AMC ENTERTAINMENT HOLDINGS, INC. and as Indemnitee
Indemnification Agreement • November 22nd, 2013 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • Delaware

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2013, by and among AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”) and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.

AMC ENTERTAINMENT HOLDINGS, INC. 19,047,619 Shares Class A Common Stock ($0.01 par value) Underwriting Agreement
Amc Entertainment Holdings, Inc. • February 13th, 2017 • Services-motion picture theaters • New York
This NINTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 8, 2021 (this “Amendment”), is entered into by and among AMC Entertainment Holdings, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, certain Lenders (as...
Credit Agreement • March 9th, 2021 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

CREDIT AGREEMENT dated as of April 30, 2013, as amended by Amendment No. 1, dated as of December 11, 2015, Amendment No. 2, dated as of November 8, 2016, Amendment No. 3, dated as of May 9, 2017, Amendment No. 4, dated as of June 13, 2017, Amendment No. 5, dated as of August 14, 2018, Amendment No. 6, dated as of April 22, 2019, Amendment No. 7, dated as of April 23, 2020 and, Amendment No. 8, dated as of July 31, 2020, and Amendment No. 9, dated as of March 8, 2021 (this “Agreement”), among AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent and Collateral Agent (as successor to CITICORP NORTH AMERICA, INC.) and Issuing Banks party hereto.

This THIRTEENTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 23, 2023 (this “Amendment”), is entered into by and among AMC Entertainment Holdings, Inc., a Delaware corporation (the “Borrower”), and Wilmington Savings Fund Society, FSB, as...
Credit Agreement • August 8th, 2023 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

CREDIT AGREEMENT dated as of April 30, 2013, as amended by Amendment No. 1, dated as of December 11, 2015, Amendment No. 2, dated as of November 8, 2016, Amendment No. 3, dated as of May 9, 2017, Amendment No. 4, dated as of June 13, 2017, Amendment No. 5, dated as of August 14, 2018, Amendment No. 6, dated as of April 22, 2019, Amendment No. 7, dated as of April 23, 2020, Amendment No. 8, dated as of July 31, 2020, and Amendment No. 9, dated as of March 8, 2021, Amendment No. 10, dated as of March 8, 2021, that certain Eleventh Amendment to Credit Agreement, dated as of December 20, 2021, that certain Twelfth Amendment to Credit Agreement, dated as of January 25, 2023, and that certain Thirteenth Amendment to Credit Agreement, dated as of June 23, 2023 (this “Agreement”), among AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent and Collateral Agent (as successor to CITIC

AMC ENTERTAINMENT HOLDINGS, INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and U.S. Bank National Association as Trustee INDENTURE Dated as of September 14, 2018 2.95% CONVERTIBLE SENIOR NOTES DUE 2024
Indenture • September 20th, 2018 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

INDENTURE, dated as of September 14, 2018, between AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company,” as more fully set forth in Section 1.01), the Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 8th, 2016 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

CREDIT AGREEMENT, dated as of April 30, 2013 (as amended by the First Amendment), by and among AMC ENTERTAINMENT INC., a Delaware corporation (the “Company”), the Lenders and the Issuers, CITICORP NORTH AMERICA, INC. (“Citicorp”), as agent for the Lenders and the Issuers and as agent for the Secured Parties under the Collateral Documents (in such capacity, the “Administrative Agent”) and the other Agents and the Arrangers party hereto.

EMPLOYMENT AGREEMENT
Employment Agreement • December 3rd, 2013 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 2nd day of December 2013, by and between AMC Entertainment Inc., a Delaware corporation (the “Company”), and Gerardo I. Lopez (the “Executive”).

AMC ENTERTAINMENT HOLDINGS, INC. $475,000,000 6.125% Senior Subordinated Notes due 2027 £250,000,000 6.375% Senior Subordinated Notes due 2024 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 17th, 2017 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

AMC Entertainment Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, its 6.125% Senior Subordinated Notes due 2027 (the “Dollar Notes”) and its 6.375% Senior Subordinated Notes due 2024 (the “Sterling Notes”), together with any related Guarantees (such Guarantees to be provided on the Issue Date) (collectively, with the Dollar Notes and the Sterling Notes, the “Securities”), upon the terms set forth in the purchase agreement, among the Company, the Guarantors party thereto and the Representatives, dated March 13, 2017 (the “Purchase Agreement”), relating to the initial placement of the Securities (the “Initial Placement”). The Securities and the New Securities (as defined herein) will be guaranteed on a senior subordinated unsecured basis by the Guarantors (as defined herein). To induce the Initial Purchasers t

AMC ENTERTAINMENT HOLDINGS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AS TRUSTEE AND NOTES COLLATERAL AGENT 7.500% SENIOR SECURED NOTES DUE 2029 INDENTURE DATED AS OF FEBRUARY 14, 2022
Indenture • February 14th, 2022 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

INDENTURE dated as of February 14, 2022, among AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (the “Company”), the Guarantors party hereto from time to time and U.S. Bank Trust Company, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Notes Collateral Agent”).

AMENDED AND RESTATED INVESTMENT AGREEMENT by and among
Investment Agreement • August 6th, 2020 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • Delaware

This AMENDED AND RESTATED INVESTMENT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 31, 2020, is by and among (i) AMC Entertainment Holdings, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), (ii) SLA CM Avatar Holdings, L.P., a Delaware limited partnership (“SLA Purchaser”) and (iii) Sargas Investment Pte. Ltd, a Singapore private company limited by shares (“Sargas Purchaser” and together with SLA Purchaser and their successors and any Affiliate that becomes a Purchaser party hereto in accordance with Section 6.07, collectively, the “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I. This Agreement serves to amend and restate the Investment Agreement, dated as of September 14, 2018, in full.

AMC ENTERTAINMENT HOLDINGS, INC. AND U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE $595,000,000 5.875% SENIOR SUBORDINATED NOTES DUE 2026 £250,000,000 6.375% SENIOR SUBORDINATED NOTES DUE 2024 INDENTURE DATED AS OF NOVEMBER 8, 2016
Indenture • November 8th, 2016 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

INDENTURE dated as of November 8, 2016, among AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (the “Company”), the Guarantors party hereto from time to time and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

AMC ENTERTAINMENT HOLDINGS, INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and U.S. Bank National Association as Trustee and Collateral Agent AMENDED AND RESTATED INDENTURE Dated as of July 31, 2020 2.95% CONVERTIBLE SENIOR SECURED NOTES DUE...
Indenture • July 31st, 2020 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

AMENDED AND RESTATED INDENTURE, dated as of July 31, 2020 (the “Indenture”), between AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company,” as more fully set forth in Section 1.01), the Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and as collateral agent (the “Notes Collateral Agent” as more fully set forth in Section 1.01).

Contract
Management Subscription Agreement • October 8th, 2013 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters

MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of May 21, 2012, between AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (the “Company”), and ELIZABETH FRANK (the “Purchaser”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2023 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 11th day of August, 2023, by and between AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”), and Ellen Copaken (the “Officer”).

AMC Entertainment Holdings, Inc. 43,000,000 Shares Class A Common Stock ($0.01 par value) Equity Distribution Agreement
Amc Entertainment Holdings, Inc. • April 27th, 2021 • Services-motion picture theaters • New York
REGISTRATION RIGHTS AGREEMENT By and Among AMC ENTERTAINMENT HOLDINGS, INC. AND DALIAN WANDA GROUP CO., LTD Dated as of December 23 , 2013
Registration Rights Agreement • March 10th, 2015 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

REGISTRATION RIGHTS AGREEMENT, dated December 23 , 2013 and effective upon the occurrence of the initial public offering of Class A Common Stock (as herein defined) of AMC Entertainment Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), among the Company and Dalian Wanda Group Co., Ltd (“Wanda”).

AMC ENTERTAINMENT HOLDINGS, INC. AND U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE AND NOTES COLLATERAL AGENT 10.500% SENIOR SECURED NOTES DUE 2026 INDENTURE DATED AS OF JULY 31, 2020
Indenture • July 31st, 2020 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

INDENTURE dated as of July 31, 2020, among AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (the “Company”), the Guarantors party hereto from time to time and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Notes Collateral Agent”).

AMC Entertainment Holdings, Inc. 40,000,000 Shares Class A Common Stock ($0.01 par value) Equity Distribution Agreement
Amc Entertainment • September 6th, 2023 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York
SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • July 31st, 2020 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of July 27, 2020, among AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”), the Guarantors listed on the signature pages hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).

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This SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of April 22, 2019 (this “Amendment”), is entered into by and among AMC Entertainment Holdings, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below) party hereto and CITICORP...
Intercreditor Agreement • April 25th, 2019 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

CREDIT AGREEMENT dated as of April 30, 2013, as amended by Amendment No. 1, dated as of December 11, 2015, Amendment No. 2, dated as of November 8, 2016, Amendment No. 3, dated as of May 9, 2017, Amendment No. 4 , dated as of June 13, 2017, Amendment No. 5, dated as of August 14, 2018 and Amendment No. 6, dated as of April 22, 2019 (this “Agreement”), among AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto, and CITICORP NORTH AMERICA, INC., as Administrative Agent and Collateral Agent and CITIBANK, N.A., as Issuing Bank.

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • March 31st, 2016 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

This Second Supplemental Indenture, dated as of March 31, 2016 (this “Second Supplemental Indenture”), among AMC Entertainment Inc., a Delaware corporation (together with its successors and assigns, the “Company”), AMC Entertainment Holdings, Inc., a Delaware corporation (together with its successors and assigns, “AMCH”), each Guarantor under the Indenture referred to below and U.S. Bank National Association, as trustee (the “Trustee”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 10th, 2015 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 1st day of November, 2014, by and between AMC Entertainment Inc., a Delaware corporation (the “Company”), and Christina Sternberg (the “Officer”).

AMC ENTERTAINMENT HOLDINGS, INC. AND U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE $475,000,000 6.125% SENIOR SUBORDINATED NOTES DUE 2027 INDENTURE DATED AS OF MARCH 17, 2017
Amc Entertainment Holdings, Inc. • March 17th, 2017 • Services-motion picture theaters • New York

INDENTURE dated as of March 17, 2017, among AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (the “Company”), the Guarantors party hereto from time to time and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

UNIT PURCHASE AGREEMENT dated as of June 18, 2018 by and among Regal Cinemas, Inc., American Multi-Cinema, Inc. and AMC Starplex, LLC
Unit Purchase Agreement • June 20th, 2018 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • Delaware

UNIT PURCHASE AGREEMENT (this “Agreement”) dated as of June 18, 2018 by and among American Multi-Cinema, Inc., a Missouri corporation (“AMC Multi-Cinema” ), AMC Starplex, LLC, a Delaware limited liability company (“AMC Starplex” and, together with AMC Multi-Cinema, each a “Seller” , and collectively, the “Sellers”) and Regal Cinemas, Inc. (“Buyer”). The Sellers and Buyer are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”).

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • March 4th, 2014 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

This Third Supplemental Indenture, dated as of January 15, 2014 (this “Supplemental Indenture” or “Guarantee”) among AMC Concessionaire Services of Florida, LLC, a Florida limited liability company, Rave Reviews Cinemas, L.L.C., a Delaware limited liability company, and Wanda AMC Releasing, LLC, a Delaware limited liability company (the “Subsidiary Guarantors”, and each a Subsidiary Guarantor”), AMC Entertainment Inc. (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below, and U.S. Bank National Association, as Trustee under the Indenture referred to below.

FIFTH SUPPLEMENTAL INDENTURE
Fifth Supplemental Indenture • March 4th, 2014 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

This Fifth Supplemental Indenture, dated as of January 15, 2014 (this “Supplemental Indenture” or “Guarantee”), among AMC Concessionaire Services of Florida, LLC, a Florida limited liability company, Rave Reviews Cinemas, L.L.C., a Delaware limited liability company, and Wanda AMC Releasing, LLC, a Delaware limited liability company (the “Subsidiary Guarantors”, and each a “Subsidiary Guarantor”), AMC Entertainment Inc. (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below, and U.S. Bank National Association, as Trustee under the Indenture referred to below.

STOCK REPURCHASE AND CANCELLATION AGREEMENT BY AND BETWEEN WANDA AMERICA ENTERTAINMENT, INC. AND AMC ENTERTAINMENT HOLDINGS, INC. DATED AS OF SEPTEMBER 14, 2018
Stock Repurchase and Cancellation Agreement • September 20th, 2018 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • Delaware

THIS STOCK REPURCHASE AND CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of September 14, 2018, by and between Wanda America Entertainment, Inc., a Delaware corporation (“Wanda”), and AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”).

AMENDMENT NO. 1 TO THE MANAGEMENT STOCKHOLDERS AGREEMENT OF AMC ENTERTAINMENT HOLDINGS, INC.
Management Stockholders Agreement • March 10th, 2015 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

This Amendment No. 1 to the Management Stockholders Agreement is made as of December 17, 2013 (this “Amendment”) by and among AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”), Dalian Wanda Group Co., Ltd., a company organized under the laws of the People’s Republic of China (“Wanda”), and each of the individuals listed on Schedule I hereto (“Members of Management”), and amends that certain Management Stockholders Agreement, dated as of August 30, 2012 (the “Stockholders Agreement”), by and among the Company, Wanda and Members of Management. These parties are sometimes referred to herein individually by name or as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Stockholders Agreement.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 11th, 2017 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

CREDIT AGREEMENT, dated as of April 30, 2013 (as amended by the First Amendment, the Second Amendment and the Third Amendment), by and among AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (the “Company”), the Lenders and the Issuers, CITICORP NORTH AMERICA, INC. (“Citicorp”), as agent for the Lenders and the Issuers and as agent for the Secured Parties under the Collateral Documents (in such capacity, the “Administrative Agent”) and the other Agents and the Arrangers party hereto.

SUPPLEMENTAL INDENTURE TO ADD GUARANTOR
Supplemental Indenture • July 6th, 2012 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

This Supplemental Indenture, dated as of April 27, 2012 (this “Supplemental Indenture” or “Guarantee”), among AMC Theatres of New Jersey, Inc. (the “Subsidiary Guarantor”), AMC Entertainment Inc. (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below, and U.S. Bank National Association, as Trustee under the Indenture referred to below.

CREDIT AGREEMENT Dated as of June 13, 2007 among AMC ENTERTAINMENT HOLDINGS, INC. as Borrower and THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A. as Administrative Agent J.P. MORGAN SECURITIES INC. as Sole Book Manager and Sole Lead Arranger
Credit Agreement • August 25th, 2010 • Amc Entertainment Holdings, Inc. • Services-motion picture theaters • New York

CREDIT AGREEMENT, dated as of June 13, 2007, among AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Lenders, and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as agent for the Lenders (together with any successor administrative agent appointed pursuant hereto, in such capacity, the “Administrative Agent”).

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