8-K: Current report filing

Exhibit 10.1

Weil, Gotshal & Manges (London) LLP 110 Fetter Lane London EC4A 1AY +44 20 7903 1000 main tel +44 20 7903 0990 main fax weil.com

EXECUTION VERSION

Dated 15 February 2021

TERM LOAN FACILITY AGREEMENT

between

amongst others

ODEON CINEMAS GROUP LIMITED

as the Company

THE FINANCIAL INSTITUTIONS

as Original Lenders

LUCID AGENCY SERVICES LIMITED

as Agent

LUCID TRUSTEE SERVICES LIMITED

as Security Agent

TABLE OF CONTENTS

Page

THIS AGREEMENT dated 15 February 2021 and made

BETWEEN:

IT IS AGREED as follows:

In this Agreement:

“Acceding Guarantors” means the persons listed in Part D of Schedule 1 (The Original Parties) as acceding guarantors.

“Acceleration Notice” means a notice served by the Agent pursuant to and in accordance with Clause 23.16 (Acceleration).

“Acceptable Bank” means:

“Accepted Alternative Accounting Principles” means each of the generally accepted accounting principles of the United Kingdom and IFRS.

“Accession Document” means a document substantially in the form set out in Schedule 6 (Form of Accession Document).

“Accounting Principles” means the generally accepted accounting principles of the United States of America.

“Accounting Reference Date” means 31 December (or such other date as may be agreed in accordance with this Agreement).

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).

“Additional Obligor” means an Additional Guarantor.

“Affiliate” means:

“Agency Fee Letter” means the Fee Letter entered into between the Company, the Agent and the Security Agent pursuant to Clause 12.2 (Agency Fee).

“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.

“Agreed Security Principles” means the principles set out in Schedule 11 (Agreed Security Principles).

“AMC Topco” means AMC Entertainment Holdings, Inc.

“AMC Topco Guarantee” means the limited recourse guarantee provided by AMC Topco and delivered as a condition precedent pursuant to Schedule 2 (Conditions Precedent).

“Anti-Corruption Laws” means any anti-corruption or anti-bribery law, regulation or measure applicable to any of the assets or operations of the Company and any member of the Group including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), the UK Bribery Act 2010 (the “Bribery Act”), and any law or measure that implements the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or the United Nations Convention Against Corruption

“Anti-Money Laundering Laws” means all laws or regulations of any jurisdiction applicable to the Company or any member of the Group that relate to money laundering, counter-terrorist financing auditor record keeping and reporting requirements relating to money laundering or counter-terrorist financing.

“Anti-Terrorism Laws” means the Executive Order, the anti-terrorism regulations administered by OFAC, the Bank Secrecy Act (26 U.S.C. §§ 5311 et seq.), the Money Laundering Control Act of 1986 (18 U.S.C. §§ 1956 et seq.), the United States of America Patriot Act and any similar law or regulation enacted in the United States, or any similar regulation or anti-terrorism economic sanction enacted, administered or enforced by the United Nations Security Council, any institution of the European Union or any government authority, including (without limitation) regulations or sanctions relating to restrictive measures against Iran promulgated for anti-terrorism purposes.

“Approved Jurisdiction” means any jurisdiction in which a member of the Group is incorporated or established on the date of this Agreement a member state of the European Union, the United Kingdom, Switzerland, Sweden, Norway, the United States of America and any other country approved by the Agent (acting on the instructions of the Majority Lenders).

“Approved List” means the list of lenders and potential lenders agreed by the Company and the Original Lenders before the Closing Date and held by the Agent (as the same may be amended from time to time pursuant to Clause 24.2 (Conditions of Assignment or Transfer)).

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee provided that if that other form does not contain the undertaking set out in the form set out in Schedule 5 (Form of Assignment Agreement) it shall not be a Creditor Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means the period from and including the date of this Agreement to and including the date falling 10 Business Days from the date of this Agreement.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment minus (subject as set out below):

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“Baltic Sale” means the disposal by way of share sale by Odeon Cinemas Group Limited of its shareholding in the entire issued share capital of Forum Cinemas OÜ and Forum Cinemas Lithuania OÜ.

“Bank Levy” means any amount payable by any Finance Party or any of its Affiliates:

which , in each case, has been enacted and/or which has been formally announced as proposed as at the date of this Agreement, or (if applicable) in respect of any party that accedes as a Lender after the date of this Agreement, as at the date of such accession.

“Base Currency” means Sterling.

“Base Currency Amount” means, in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement) as adjusted to reflect any repayment, prepayment, consolidation or division of a Loan.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London and:

“Business Line” means collectively any assets or entities which together comprise a single and identifiable business or service at any cinema or group of cinemas (excluding for all purposes under the Finance Documents, the general nature of the business of the Group taken as a whole as at the date of this Agreement).

“Capital Expenditure” means any expenditure or obligation in respect of expenditure which, in accordance with the Accounting Principles or Accepted Alternative Accounting Principles, is treated as capital expenditure (and including the capital element of any expenditure or obligation incurred in connection with a Finance Lease).

“Cash” means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of a member of the Group and to which a member of the Group is beneficially entitled and for so long as:

“Cash Equivalent Investments” means at any time:

in each case and to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents).

“Change of Control” means:

“Charged Property” means all of the assets of the Obligors and Security Providers which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Closing Date” means the first Utilisation Date to occur in respect of the Facilities.

“Closing Payments” has the meaning given to that term in Clause 12.1 (Closing Payments).

“Closing Payments Letter” means the letter between the Company and certain entities for and on behalf of the Original Lenders dated 24 January 2021 setting out Closing Payments to be made in relation to the Facilities.

“CoC Notice Period” has the meaning given to such term in Clause 8.1 (Exit).

“Code” means the US Internal Revenue Code of 1986.

“Commitment” means a Facility B1 Commitment and/or a Facility B2 Commitment, as the context requires.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate).

“Confidential Information” means all information relating to AMC Topco, the Equity Investors, the Company, any Obligor, any Security Provider, the Group, the Finance Documents or the Facilities of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facilities from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 9 (LMA Form of Confidentiality Undertaking) or in any other form agreed between the Company and the Agent.

“Constitutional Documents” means, in respect of any person, its memorandum and articles of association (or the equivalent thereof in any applicable jurisdiction).

“Consolidated Total Assets” shall mean, as at any date of determination, the total assets of the Group, determined on a consolidated basis in accordance with the Accounting Principles or Accepted Alternative Accounting Principles, as set out in the most recent financial statements of the Company delivered to the Agent pursuant to Clause 20.1 (Financial Statements) and as calculated on a pro forma basis after giving effect to any acquisition or disposal that may have occurred on or after the last day of such Financial Quarter.

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:

any Commitment or amount outstanding under this Agreement.

“Declined Guarantor” means a member of the Group which is not able to become an Additional Guarantor due to a notification by a Finance Party pursuant to paragraph (f) of Clause 26.2 (Additional Guarantors).

“Default” means an Event of Default or any event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Defaulting Lender” means any Lender (other than a Lender which is an Equity Investor):

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Designated Person” means a person:

“Disruption Event” means either or both of:

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Equity Investors” means UK Newco and any Affiliate of UK Newco which is not a member of the Group (and provided that at no time shall an Original Lender or an Affiliate or Related Fund of an Original Lender be deemed to constitute an Equity Investor).

“euro”, “EUR” and “€” means the single currency of the Participating Member States.

“Event of Default” means any event or circumstance specified as such in Clause 23 (Events of Default).

“Events” means the Government Restrictions, Operational Restrictions, any Strategic Steps and/or any Restructuring Steps.

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

“Executive Order” means US Executive Order No. 13224 on Blocking Property and Prohibiting Transactions with persons who Commit, Threaten to Commit, or Support Terrorism, which came into effect on 24 September 2001, as amended.

“Existing Revolving Facility Agreement” means the existing £100,000,000 revolving facility agreement originally dated 7 December 2017 (as amended from time to time) between, amongst others, the Company and Lloyds Bank plc (as agent and security agent).

“Existing Shareholder Loans” means (i) the £300,000,000 promissory note issued by Odeon and UCI Cinemas Holdings Limited to American Multi-Cinema, Inc. dated 17 September 2019 as amended and/or restated from time to time; and (ii) the £120,000,000 loan facility from American Multi-Cinema, Inc. to Odeon Cinemas Limited, dated 22 July 2020 as amended and/or restated from time to time.

“Export-Control Laws” means (a) Council Regulation (EC) No 428/2009 (as amended by subsequent regulations), Council Regulation (EC) No 423/2007 (as amended by subsequent regulations) and any other regulation or measure of the European Union or one of its institutions which regulates the export of goods (whether directly or indirectly) to or the rendering of services in a country which is not a member of the European Union and (b) the US Export Administration Regulations or the US International Traffic in Arms Regulations.

“Facilities” means, together, Facility B1 and Facility B2 (and each a “Facility”).

“Facility B1” means the sterling term loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 (The Facilities).

“Facility B1 Commitment” means:

to the extent:

“Facility B1 Loan” means a loan made or to be made under Facility B1 or the principal amount outstanding for the time being of that loan.

“Facility B2” means the euro term loan facility made available under this Agreement as described in paragraph (b) of Clause 2.1 (The Facilities).

“Facility B2 Commitment” means:

to the extent:

“Facility B2 Loan” means a loan made or to be made under Facility B2 or the principal amount outstanding for the time being of that loan.

“Facility Office” means:

“Fair Market Value” means:

“FATCA” means:

“FATCA Application Date” means:

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means:

“Finance Document” means this Agreement, any Accession Document, any Compliance Certificate, any Fee Letter, any Hedging Agreement, the Intercreditor Agreement, any Resignation Letter, any Transaction Security Document, any Utilisation Request, the AMC Topco Guarantee and any other document designated as a Finance Document by the Agent and the Company provided that where the term Finance Document is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement, a Hedging Agreement shall be a Finance Document for the purposes of:

“Finance Lease” means any lease or hire purchase contract which would, in accordance with the Accounting Principles or Accepted Alternative Accounting Principles, be treated as a finance or capital lease.

“Finance Party” means the Agent, the Security Agent, a Lender, a Lender Affiliate or a Hedge Counterparty provided that where the term Finance Party is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement a Hedge Counterparty shall be a Finance Party only for the purposes of:

“Financial Indebtedness” means any indebtedness for or in respect of:

excluding in all events;

“Financial Quarter” means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

“Financial Year” means the annual accounting period of the Group ending on or about the Accounting Reference Date in each year.

“Finnish Obligor” means any Obligor incorporated under the laws of Finland.

“German Obligor” means any Obligor incorporated in Germany.

“Government Restrictions” means in respect of any member of the Group, the relevant central or local government restrictions imposed, or to be imposed, across Europe in response to the COVID-19 pandemic, such restrictions including, but not limited to (a) any requirement to close cinemas; or (b) where cinemas are permitted to open, restrictions on (i) cinema seating capacity, (ii) the ability to sell food or beverage, or (iii) opening hours.

“Group” means the Company and each of its Subsidiaries for the time being.

“Group Structure Chart” means the group structure chart in the agreed form.

“Guarantor” means each Original Guarantor or an Additional Guarantor (unless it has ceased to be a Guarantor in accordance with Clause 26 (Changes to the Obligors).

“Guarantor and Security Coverage Test” has the meaning given to it in paragraph (a) of Clause 22.28 (Guarantors).

“Hedge Counterparty” means any person who has become a Hedge Counterparty in accordance with Clause 24.11 (Accession of Hedge Counterparties) and which in each case is, or has become, party to the Intercreditor Agreement as a Hedge Counterparty in accordance with the provisions of the Intercreditor Agreement.

“Hedging Agreement” means a master agreement, confirmation, schedule or other agreement entered into or to be entered into by an Obligor and a Hedge Counterparty.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Impaired Agent” means the Agent at any time when:

unless, in the case of paragraph (a) above:

payment is made within 3 Business Days of its due date; or

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 12 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to that term in Clause 2.2 (Increase).

“Insolvency Event” in relation to a Finance Party means that the Finance Party:

“Intellectual Property” means:

“Intercreditor Agreement” means the intercreditor agreement dated on or about the date of this Agreement and made between, among others, the Company, the Debtors (as defined in the Intercreditor Agreement), the Security Agent and the Agent.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with paragraph (a) of Clause 10.3 (Default Interest).

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity where the Company does not own (indirectly) more than fifty per cent. of the shares or other ownership interests in the relevant entity.

“Joint Venture Investment” means, in respect of a Joint Venture:

“Joint Venture Investment Basket” means £15,000,000 over the life of the Facilities.

“Key Creditors” means landlords, suppliers and other trade creditors of the Group.

“Legal Opinion” means any legal opinion delivered to the Agent under Clause 4.1 (Conditions Precedent) or Clause 26 (Changes to the Obligors).

“Legal Reservations” means:

“Lender” means:

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.

“Lloyds Deposit Agreement” means the deposit agreement dated on or around the date of this Agreement between the Company and Lloyds Bank plc, pursuant to which Lloyds Bank plc has taken cash collateral in relation to existing letters of credit or bank guarantees entered into in the ordinary course of business and existing on the date of this Agreement, and such letters of credit and bank guarantees as permitted pursuant to paragraph (l) of the definition of Permitted Financial Indebtedness.

“LMA” means the Loan Market Association.

“Loan” means a Facility B1 Loan and/or a Facility B2 Loan, as the context requires.

“LTM EBITDA” means, on any day, Consolidated EBITDA as stated in the most recently delivered Compliance Certificate for the four consecutive Financial Quarters ending on or prior to such day, provided that in the event any acquisition is committed or made by any member of the Group based on the amount of LTM EBITDA as at any particular date, that acquisition shall not constitute, or result in, a breach of any provision of any Finance Documents if there is a subsequent change in the amount of LTM EBITDA.

“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 66²/₃ per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66²/₃ per cent. of the Total Commitments immediately prior to that reduction).

“Marketable Security” means any marketable shares, voting trust certificate, bond, debenture, note or other evidence of Financial Indebtedness, whether secured, unsecured, convertible or subordinated, or any certificate of interest, share or participation in, any temporary or interim certificate for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing, but shall not include any evidence of the Secured Obligations (as defined in the Intercreditor Agreement).

“Material Adverse Effect” means any event or circumstance which (after taking into account all relevant circumstances) is materially adverse to:

provided that, any Events which would, if it were not for this proviso, have, or be reasonably likely to have, a Material Adverse Effect shall not have, or be considered reasonably likely to have, a Material Adverse Effect.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last Month of any period.

“New Lender” has the meaning given to that term in Clause 24 (Changes to the Lenders).

“Non-Call Period” means the period starting on the Closing Date and ending on the date falling 24 Months after the Closing Date;

“Non-Consenting Lender” has the meaning given to that term in Clause 36.4 (Replacement of Lender).

“Non-Obligor” means a member of the Group which is not an Obligor.

“Notifiable Debt Purchase Transaction” has the meaning given to that term in paragraph (b) of Clause 25.2 (Disenfranchisement on Debt Purchase Transactions entered into by Equity Investors).

“Obligor” means a Borrower or a Guarantor.

“Obligor/Non-Obligor Basket” means the aggregate of the utilised amounts under each of the permitted exceptions referred to in paragraph (d) of the definition of “Permitted Disposal”, paragraph (i) of the definition of “Permitted Financial Indebtedness”, paragraph (d) of the definition of “Permitted Guarantee”, paragraph (d) of the definition of “Permitted Loan”, paragraph (c) of “Permitted Security” and paragraph (b) of “Permitted Share Issue”, which shall not exceed at any time £95,000,000 plus an amount equal to any returns (including, but not limited to, dividends, interest, distributions, returns of principal, returns of capital, profits on sale, repayments, income and similar amounts) actually received by an Obligor from a Non-Obligor after the date of this Agreement.

“Obligors’ Agent” means the Company, appointed to act on behalf of each Obligor and Security Provider in relation to the Finance Documents pursuant to Clause 2.4 (Obligors’ Agent).

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Operational Restrictions” means any change to the business or operations of the Group in response to:

in each case including but not limited to corporate reorganisations (whether mergers, de-mergers, liquidations of certain entities) and partial or permanent closures of cinemas.

“Original Guarantor” means each company listed in Part C of Schedule 1 (The Original Parties) as an original guarantor.

“Original Obligor” means the Borrower or an Original Guarantor.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Perfection Requirements” means any and all appropriate registration, filings, notices and other actions and steps required to be made in any jurisdiction in order to perfect security created by the Transaction Security Documents.

“Permitted Acquisition” means:

but only if, in each case:

“Permitted Disposal” means any sale, lease, licence, transfer or other disposal which is:

shall be ignored for the purposes of calculating whether the Obligor/Non-Obligor Basket has been exceeded;

“Permitted Financial Indebtedness” means Financial Indebtedness:

“Permitted Guarantee” means:

“Permitted Joint Venture Investment” means any Joint Venture Investment made in respect of a Joint Venture which when aggregated with all Joint Venture Investments made since the date of this Agreement does not exceed the Joint Venture Investment Basket.

“Permitted Loan” means:

“Permitted Payment” means any payment including the making of a loan, the cash payment of a dividend, repayment of equity, reduction of capital, loan, fee, charge or the cash payment of interest on, or repayment or prepayment of principal in respect of, any Shareholder Loan, redemption, set-off, acquisition of liabilities or other discharge in each case to fund:

“Permitted Reorganisation” means a transaction pursuant to paragraph (b) or paragraph (e) of the definition of “Permitted Transaction”.

“Permitted Second Lien Indebtedness” means any indebtedness incurred by the Company without the consent of any Finance Party provided that:

“Permitted Security” means:

“Permitted Share Issue” means an issue of:

“Permitted Transaction” means:

and for the avoidance of doubt, to the extent any provision of paragraph (e)(i) or (e)(ii) above is not permitted by law or regulation, this shall not constitute a Default or Event of Default under this Agreement;

“Permitted Treasury Transaction” means

in each case, which has not been entered into for speculative purposes (for the avoidance of doubt, this shall include any Hedging Agreement entered into by a member of the Group).

“Permitted Unsecured Indebtedness” means any unsecured indebtedness incurred by a member of the Group without the consent of any Finance Party provided that:

“Post-Closing Swedish Transfer” means the transfer of all the issued shares in NCG Holding AB, reg. no. 559094-8328, from the Company to Odeon and UCI Cinemas Holdings Limited, by way of a sale of shares, capital contribution, an issue of shares or a combination thereof, or otherwise.

“Qualifying Lender” has the meaning given to that term in Clause 13 (Tax Gross Up and Indemnities).

“Quarter Date” means each of 31 March, 30 June, 30 September and 31 December or such other dates which correspond to the quarter end dates within the Financial Year.

“Quarterly Financial Statements” means the financial statements delivered pursuant to Clause 20.1 (Financial Statements).

“Quasi-Security” means a:

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Interbank Market” means in relation to euro, the European interbank market and, in relation to any other currency, the London interbank market.

“Relevant Jurisdiction” means, in relation to an Obligor:

“Relevant Period” means each period of twelve months ending on or about the last day of the Financial Year and each period of 12 months ending on or about the last day of each Financial Quarter.

“Repeating Representations” means each of the representations set out in Clause 19.2 (Status) to paragraphs (b), (c) and (d) (but excluding paragraph (a)) of Clause 19.4 (Non-Conflict with other Obligations), Clause 19.5 (Power and Authority) to Clause 19.7 (Governing Law and Enforcement), Clause 19.11 (No Default), Clause 19.24 (Centre of main interests and establishments), Clause 19.25 (Anti-terrorism/Sanctions) and Clause 19.26 (Anti-money laundering).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

“Restructuring Steps” means any corporate action, legal proceedings or other procedure or step taken in relation to:

in each case, which is done solely with a view to restructuring the leasehold obligations of any member of the Group (including the Spanish Obligor). For the sake of clarity, in order to be considered as a Restructuring Step in respect of the Spanish Obligor, the Spanish Obligor shall expressly include in the notice set forth in article 583 and ss. or in the negotiations to reach a refinancing agreement (acuerdo de refinanciación) that those actions shall only affect the leasehold obligations of the Spanish Obligor to be restructured.

“Sale” means the sale of all or substantially all of the business and assets of the Group whether in a single transaction or a series of related transactions.

“Sanction” means any international economic, trade or financial sanctions laws, regulations, embargoes or restrictive measures imposed, enacted, administered or enforced by a Sanctions Authority, including, without limitation, any restrictive law, regulation, or measure against Iran, including U.S. extraterritorial measures such as the Iran Sanctions Act, the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 and the Iranian Financial Sanctions Regulations administered by OFAC.

“Sanctioned Country” means, at any time, a country or territory which itself is, or whose government is, the target of comprehensive Sanctions.

“Sanctions Authority” means the United States, the United Nations Security Council, the United Kingdom of Great Britain and Northern Ireland, the European Union and/or its Member States or the respective governmental and official institutions or agencies of such entities, including OFAC, the US Department and the US Department of the Treasury.

“SEC” means the Securities and Exchange Commission of the United States or any governmental authority succeeding to any of its principal functions.

“Secured Parties” means each Finance Party from time to time party to this Agreement, any Receiver or Delegate.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person of any other agreement or arrangement having a similar effect.

“Security Provider” means any member of the Group (which is not an Obligor) which provides Transaction Security and UK Newco.

“Shareholder Loans” means (i) the Existing Shareholder Loans, as novated to the Company on or around the Closing Date and (ii) any other instrument or agreement including a loan made to the Company or Odeon Cinemas Limited by its direct or indirect Holding Company (which is not a member of the Group) in each case provided that:

“Spanish Civil Code” means the Spanish Civil Code published by the Royal Decree of July 24, 1889 (Real Decreto de 24 de julio de 1889 por el que se publica el Código Civil), as amended from time to time.

“Spanish Civil Procedural Act” means the Spanish Act 1/2000, of 7 January, on Civil Procedure (Ley 1/2000, de 7 de enero, de Enjuiciamiento Civil), as amended from time to time.

“Spanish Companies Act” means the recast text of the Spanish Companies Act approved by the Royal Legislative Decree 1/2010, of 2 of July (Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital), as amended or restated from time to time.

“Spanish Insolvency Act” means the recast text of the Spanish Insolvency Act approved by the Royal Legislative Decree 1/2020, of 5 May (Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal), as amended or restated from time to time.

“Spanish Public Document” means a documento público, being either an escritura pública or a póliza mercantil.

“Spanish Security” means any Security governed by the laws of Spain.

“Spanish Transaction Security Documents” means any Transaction Security Document governed by the laws of Spain.

“Specified Time” means a time determined in accordance with Schedule 10 (Timetables).

“Sterling” and “£” means the lawful currency for the time being of the United Kingdom.

“Strategic Steps” means:

in each case, for the purposes of conserving liquidity for the Group.

“Structural Change” means:

“Subsidiary” means:

“Super Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 85% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85% of the Total Commitments immediately prior to that reduction).

“Swedish Obligor” means any Obligor incorporated under the laws of Sweden.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Termination Date” means the date falling two years and six months after the Closing Date.

“Total Commitments” means the aggregate of the Total Facility B1 Commitments and the Total Facility B2 Commitments on the Closing Date.

“Total Facility B1 Commitments” means the aggregate of the Total Facility B1 Commitments, being £140,000,000 on the Closing Date.

“Total Facility B2 Commitments” means the aggregate of the Total Facility B2 Commitments, being €296,000,000 on the Closing Date.

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents.

“Transaction Security Documents” means each of the documents listed in Schedule 14 (Transaction Security) and any other document required to be delivered to the Agent under paragraph 3 of Part A of Schedule 2 (Conditions Precedent) together with any other document entered into by the Company, UK Newco, any Security Provider or any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“U.S. Person” means a United States person within the meaning of section 7701(a)(25) of the U.S. Internal Revenue Code of 1986.

“Utilisation Date” means the date of a Loan, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the relevant form set out in Schedule 3 (Requests and Notices).

“UK” means the United Kingdom.

“UK Newco” means AMC UK Holding Limited, a private limited liability company incorporated under the laws of England and Wales with its registered office at 8th Floor, 1 Stephen Street, London, United Kingdom W1T 1AT and registered with company number 12170346.

“VAT” means:

When applying any monetary limits, baskets, thresholds and other exceptions to the representations and warranties, undertakings and Events of Default in this Agreement, the equivalent to an amount in the Base Currency shall be calculated as at the date of the Group incurring or making the relevant disposal, acquisition, investment, lease, loan, debt or guarantee or taking other relevant action. No Event of Default or breach of any representation and warranty or undertaking under this Agreement shall arise merely as a result of a subsequent change in the equivalent in the Base Currency of any relevant amount due to fluctuations in exchange rates.

No personal liability shall attach to any director, officer, employee or other individual signing a certificate or other document on behalf of a member of the Group which proves to be incorrect in any way, unless that individual acted fraudulently, recklessly or was grossly negligent in giving that certificate or other document in which case any liability will be determined in accordance with applicable law.

In acting or otherwise exercising its right or performing its duties under the Finance Documents, the Security Agent shall act in accordance with the provisions of this Agreement and the Intercreditor Agreement and shall seek any necessary instruction or direction from the Agent or as otherwise directed under the terms of any Finance Document. In so acting, the Security Agent shall have the rights, benefits, protections, indemnities and immunities set out in this Agreement and the Intercreditor Agreement.

In this Agreement, where it relates to an entity incorporated or established in Germany or an entity having its centre of main interest (as defined in Article 3(1) regulation No. 2015/848 on insolvency proceedings (recast), as amended, of the European Parliament and of The Council of the European Union Regulation (EU)) in Germany and unless the contrary intention appears, a reference to:

In this Agreement, where it relates to a Spanish entity, a reference to:

Subject to the terms of this Agreement, the Lenders make available:

request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:

and in each case the relevant Obligor shall be bound as though that Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

The Borrower shall apply all amounts borrowed by it under the Facilities, towards:

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

A Borrower (or the Company on its behalf) may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

If after the date of this Agreement (or, if later the date the relevant Lender becomes a party) it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Loan:

The Company may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of £500,000) of the Available Facility. Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably.

A Borrower to which a Loan has been made may, if it or the Company gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan (but if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of £500,000).

the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or to require the transfer of that Lender’s rights and obligations pursuant to Clause 36.4 (Replacement of Lender).

“Disposal” means a sale, lease, licence, transfer or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions).

“Disposal Proceeds” means the Net Proceeds received by any member of the Group for any Disposal made by any member of the Group except for Excluded Disposal Proceeds.

“Excluded Disposal Proceeds” means any proceeds of any Disposal which is or which are:

“Excluded Insurance Proceeds” means any proceeds of insurance claims:

“Insurance Proceeds” means the Net Proceeds of any insurance claim received by any member of the Group other than third party liability, public liability, business interruption, loss of earnings, directors liability or similar claims received by members of the Group and except for Excluded Insurance Proceeds.

“Net Proceeds” means the cash proceeds received by a member of the Group (and, if the recipient is not a wholly owned Subsidiary of a member of the Group, the proceeds proportionate to the interest held by the Group in the recipient) from any Disposal or insurance claim after deducting (where applicable):

“Permitted Reinvestment Purpose” means the purchase, replacement or repair of assets for use in the business, non-recurring restructuring or reorganisation costs or the refinancing of any of the foregoing.

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 7 (Illegality, Voluntary Prepayment and Cancellation), shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to Clause 12.4 (Prepayment Fees), without premium or penalty.

Any part of a Facility which is prepaid or repaid may not be reborrowed.

No Borrower shall repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under Clause 7 (Illegality, Voluntary Prepayment and Cancellation), it shall promptly forward a copy of that notice or election to either the Company or the affected Lender, as appropriate.

If all or part of a participation of a Lender in a Loan under a Facility is repaid or prepaid, that Lender’s Commitment under that Facility shall be reduced and cancelled by an amount equal to the amount repaid or prepaid.

Unless expressly provided to the contrary in this Agreement, all prepayments of a Loan (or part of a Loan) shall be applied to the Lenders with participations in that Loan pro rata to their participations.

The rate of interest on each Loan for each Interest Period is the following percentage rate per annum:

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

The Company shall pay (or shall procure payment of the same) to the Original Lenders the closing payments (the “Closing Payments”) as specified in the Closing Payment Letter.

The Company shall pay to the Agent and the Security Agent (for their own account) fees in the amount and at the times agreed in the relevant Fee Letter.

Notwithstanding any other provision of the Finance Documents, no fees, commissions, costs or expenses under this Agreement or any other Finance Document (other than the agreed reasonable legal fees, costs and expenses reasonably and properly incurred up to an amount pre-agreed with the Group) shall be payable unless the Closing Date occurs.

at any time during the Non-Call Period, then on the date of such prepayment, in addition to all other sums required to be paid under this Agreement in connection with such prepayment, including without limitation all accrued and unpaid interest, the relevant Borrower shall pay to the Agent, for the account of the Lenders pro rata to their participation in the Facilities at the time of prepayment, a prepayment fee equal to the amount provided for in Column B below for the applicable time period and source of funding identified in Column A below, and such prepayment fee shall apply to such principal amount so prepaid.

“AMC DIP Financing” means any facility provided to AMC Topco and/or one of its Subsidiaries, as a debtor and debtor-in-possession pursuant to section 364 of title 11 of the United States Code (the “Bankruptcy Code”) in any case(s) commenced by or against AMC Topco and/or one or more of its subsidiaries under chapter 11 of the Bankruptcy Code (“Bankruptcy Case”) the proceeds of which facility are used, at least in part, to pay all amounts outstanding (including the outstanding principal amount, accrued and unpaid interest (including capitalised interest), and any other fees owed pursuant to this Agreement, if applicable) under this Agreement prior to the Termination Date.

“Bund Rate” means, as of any prepayment date, the rate per annum equal to the equivalent yield to maturity as of such redemption date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such relevant date, where: (w) “Comparable German Bund Issue” means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a fixed maturity most nearly equal to the period from such prepayment date to the First Call Date, and that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the Loan and of a maturity most nearly equal to the First Call Date; (x) “Comparable German Bund Price” means, with respect to any relevant date, the average of all Reference German Bund Dealer Quotations for such date (which, in any event, must include at least two such quotations), after excluding the highest and lowest such Reference German Bund Dealer Quotations, or if the Company obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations; (y) “Reference German Bund Dealer” means any dealer of German Bundesanleihe securities appointed by the Company in good faith; and (z) “Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any relevant date, the average as determined by the Company of the bid and offered prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference German Bund Dealer at 3:30 p.m., Frankfurt, Germany time on the third Business Day preceding the relevant date.

“Gilt Rate” means, with respect to any Prepayment Date (as defined below), the yield to maturity as of such Prepayment Date of UK Government Securities with a fixed maturity (as compiled by the Office for National Statistics and published in the most recent Financial Statistics that have become publicly available at least two Business Days prior to such prepayment (or, if such Financial Statistics are no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Prepayment Date to the First Call Date, provided, however, that if the period from such Prepayment Date to the First Call Date is less than one year, the weekly average yield on actually traded UK Government Securities denominated in sterling adjusted to a fixed maturity of one year shall be used.

“Make-Whole Premium” means an amount equal to the excess of:

over

“UK Government Securities” means direct obligations (or certificates representing an ownership interest in such obligations) of the United Kingdom (including any agency or instrumentality thereof) for the payment of which the full faith and credit of such government is given.

“CTA” means the Corporation Tax Act 2009.

“ITA” means the Income Tax Act 2007.

“Protected Party” means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Qualifying Lender” means:

“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

“Tax Credit” means a credit against, relief or remission for, or repayment of, any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 13.2 (Tax Gross Up) or a payment under Clause 13.3 (Tax Indemnity).

“Treaty Lender” means a Lender which:

“Treaty State” means, in respect of a payment of interest under the Finance Documents, a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from Tax imposed by the United Kingdom on such payment.

“UK Non-Bank Lender” means a Lender which becomes a Party after the day on which this Agreement is entered into and which gives a Tax Confirmation in the documentation which it executes on becoming a Party.

that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

and, having done so, that Lender shall be under no obligation pursuant to paragraph (g) above.

and in each case, the Borrower has notified that Lender in writing, that Lender and the Borrower shall co-operate in completing any additional procedural formalities necessary for that Borrower to obtain authorisation to make that payment without a Tax Deduction.

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the documentation which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

If such a Lender fails to indicate its status in accordance with this Clause 13.5 then that Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, the documentation which a Lender executes on becoming a Party shall not be invalidated by any failure of a Lender to comply with this Clause 13.5.

The Company shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, other than (for the avoidance of doubt) in relation to any assignment, transfer, sub-participation or sub-contracting of any Finance Party’s rights under any Finance Document.

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

that Obligor or (in the case of a Security Provider or AMC Topco) the Company shall as an independent obligation, within three Business Days of demand, indemnify each Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by it as a result of:

The Company shall promptly indemnify the Agent against:

The Company shall (subject to any arrangements agreed prior to the date of this Agreement) promptly on (and in any event within 3 Business Days of) demand pay the Agent (subject to Clause 27.16 (Agent’s Management Time)) and the Security Agent the amount of all costs and expenses (including legal fees and, in relation to any fees incurred in relation to a Spanish Obligor or Spanish Transaction Security Documents only, notarial or registration fees, taxes and stamp duty) reasonably incurred by any of them (and, in the case of the Security Agent by any Receiver or Delegate) in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

If (a) an Obligor, AMC Topco or a Security Provider requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 30.10 (Change of Currency), the Company shall, promptly on (and, in any event, within 3 Business Days of) demand, reimburse each of the Agent (subject to Clause 27.16 (Agent’s Management Time)) and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent and the Security Agent (and, in the case of the Security Agent by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

The Company shall promptly on (and, in any event, within 3 Business Days of) demand, pay to the Secured Parties the amount of all costs and expenses (including legal fees and, in relation to a Spanish Obligor or Spanish Transaction Security Documents only, notarial or registration fees or the fees and costs of any Spanish court clerk (procurador de los tribunales) even if their intervention is not mandatory) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.

Each Guarantor irrevocably and unconditionally jointly and severally:

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 18 will continue or be reinstated as if the discharge, release or arrangement had not occurred.