8-K: Current report

Exhibit 10.1

EXECUTION VERSION

COMMITMENT LETTER

March 6, 2026

Odeon Finco PLC

8th Floor, 1 Stephen Street

London W1T 1AT

United Kingdom

AMC Entertainment Holdings, Inc.

One AMC Way

11500 Ash Street, Leawood, KS 66211

Attention: Sean Goodman

Ladies and Gentlemen:

You have advised Deutsche Bank AG New York Branch (the “Commitment Party”, “we” or “us”) that Odeon Finco PLC (the “Borrower”) is contemplating borrowing a term loan (the “Term Loan”) in an aggregate principal amount of up to $425,000,000, on the terms described in the term sheet attached hereto as Exhibit A (the “Term Sheet”), which Term Loan shall be guaranteed on an unsecured basis by AMC Entertainment Holdings, Inc. (“AMC” and, together with the Borrower, “you”) and certain subsidiaries of Odeon Cinemas Group Limited (such subsidiaries, together with AMC, the “Guarantors”).

The proceeds of the Term Loan will be used to redeem in full all of the Borrower’s outstanding 12.750% Senior Secured Notes due 2027, which were issued pursuant to that certain Indenture, dated as October 20, 2022, between the Borrower and U.S. Bank Trust Company, National Association, as trustee and security agent, and to terminate (as applicable) and discharge all guarantees and security interests in respect thereof (collectively, the “Refinancing”). The borrowing of the Term Loan, the consummation of the Refinancing and the payment of fees and expenses related to the foregoing are collectively referred to herein as the “Transactions”.

Any capitalized term used herein, but not defined herein, shall have the meaning assigned to such term in the Term Sheet.

Section 1.            Commitments.

In connection with the foregoing, the Commitment Party is pleased to commit to lend (or to cause its affiliated designees to lend) the aggregate principal amount of the Term Loan upon the terms and conditions set forth in this agreement and in the exhibits, annexes and other attachments hereto (collectively, as amended, amended and restated, supplemented or otherwise modified, this “Commitment Letter”), subject only to the satisfaction or waiver of the applicable conditions set forth in Section 5 of this Commitment Letter and in Exhibit B attached hereto.

Section 2.            Fees and Expenses.

In consideration for the Commitment Party’s commitments and agreements herein with respect to the Term Loan, you agree to pay to the Commitment Party the non-refundable fees set forth in the Fee Letter, dated the date hereof and delivered herewith (the “Fee Letter”).

You also agree to reimburse the Commitment Party, on the earlier of the Closing Date (as defined below) or any earlier date on which the commitment hereunder is terminated or the Borrower determines not to borrow the Term Loan (in each case to the extent an invoice therefor is received at least three business days prior to the applicable date), or if invoiced on a later date within 10 business days following receipt of the relevant invoice, for the reasonable and documented out-of-pocket fees and expenses of its outside counsel, Willkie Farr & Gallagher LLP, and one local counsel to the Commitment Party in each relevant material jurisdiction, incurred in connection with the entry into this Commitment Letter and the consummation of the Transactions; provided that, in the event that the Closing Date does not occur due to a failure to satisfy the condition set forth in paragraph 8 of Exhibit B, you shall not be required to reimburse any such fees and expenses.

Section 3.            [Reserved.]

Section 4.            Information.

You hereby represent and warrant to us that (a) all written information (other than materials identified as budgets, projections, forecasts and other forward-looking information or statements (collectively, the “Projections”) and information of a general economic or industry-specific nature) that has been or will be made available to us by AMC (together with its direct and indirect subsidiaries, including the Borrower, the “Group”), its direct or indirect subsidiaries or any of their respective representatives in connection with the Transactions (the “Information”), when taken as a whole in combination with all publicly available information regarding the Group is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading (after giving effect to all supplements and updates thereto from time to time, in each case, at the Closing Date (as defined below)) and (b) the Projections that have been or will be made available to us by AMC, its direct or indirect subsidiaries or any of their respective representatives in connection with the Transactions have been and will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished (it being recognized by the Commitment Party that such budgets, projections or forecasts are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond the Borrower’s control, that no assurance can be given that any particular financial projections will be realized, that actual results may differ from projected results and that such differences may be material). You agree that if at any time prior to the date on which the Closing Conditions are satisfied (or waived) in accordance with this Commitment Letter (the “Closing Date”), any of the representations in the preceding sentence would be incorrect if the Information and materials identified as budgets, projections or forecasts were being furnished, and such representations were being made, at such time, then you will promptly supplement, or cause to be supplemented, the Information and materials identified as budgets, projections or forecasts so that such representations will be correct at such time; provided, that any such supplementation shall cure any breach of such representations. In issuing the commitments hereunder, we are and will be using and relying on the Information without independent verification thereof.

Section 5.            Conditions Precedent and Closing Requirements.

The Commitment Party’s obligation to fund the Term Loan is solely subject to and conditioned upon the satisfaction (or waiver by the Commitment Party, in its sole discretion) of the conditions precedent set forth in Exhibit B hereto (the “Closing Conditions”).

Section 6.            Indemnification; Exculpation.

You shall indemnify and hold harmless the Commitment Party and its affiliates (including, without limitation, their respective controlling persons) and each director, officer, employee, advisor, agent, affiliate, partner, member, and representative of the Commitment Party and its affiliates (each, an “Indemnified Person”) from and against any and all actions, suits, investigations, inquiries, claims, losses, damages, liabilities (joint or several), expenses or proceedings of any kind or nature whatsoever (“Liabilities”) which may be incurred by or asserted or threatened against or involve any such Indemnified Person as a result of or arising out of or in any way related to or resulting from this Commitment Letter, the definitive documentation for the Term Loan (including a credit agreement and any applicable guarantees or security documents) (the “Financing Documents”), the actual or intended use of proceeds from the Term Loan and/or the Transactions (regardless of whether any such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or otherwise) (any of the foregoing, a “Proceeding”); provided, that no Indemnified Person will be indemnified for any such Liabilities to the extent such Liabilities are found by a court of competent jurisdiction in a final and non-appealable judicial determination to have resulted directly from (i) the gross negligence or willful misconduct of such Indemnified Person in performing its services hereunder (except for any Liabilities that arise out of or are based upon an action or failure to act undertaken at the request of you or any your affiliates or with the consent of you or any of your affiliates) or (ii) a material breach of the obligations of such Indemnified Party under this Commitment Letter.

No party hereto, nor any of its respective affiliates or any of their respective officers, directors, partners, trustees, employees, affiliates, stockholders, advisors, managers owners, partners, agents, attorneys in fact, representatives or controlling persons, shall have any liability for any special, indirect, consequential or punitive damages in connection with or as a result of this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby; provided that, nothing herein shall relieve you of any obligation you may have to indemnify an Indemnified Person, as provided herein, against any special, indirect, consequential or punitive damages asserted against such Indemnified Person by a third party.

Section 7.            No Partnership; No Fiduciary Duty.

(a)         None of the execution of this Commitment Letter, the borrowing of the Term Loan or the participation by the Commitment Party in the Transactions or any other transaction contemplated hereby is intended to be, nor shall it be construed to be, the formation of a partnership or other joint venture between you, the Commitment Party or any of your or its respective affiliates.

(b)        You acknowledge and agree that the transactions contemplated by this Commitment Letter and the Transactions are arm’s-length commercial transactions between the Commitment Party, on the one hand, and you, on the other, and in connection therewith and with the process leading thereto: (i) the Commitment Party has not assumed an advisory or fiduciary responsibility in favor of you or your equity holders or affiliates with respect to the transactions contemplated hereby or the process leading thereto or any other obligation to you or your equity holders or affiliates except the obligations expressly set forth in this Commitment Letter, the Fee Letter and the Financing Documents; and (ii) the Commitment Party is acting solely as a principal (on its own behalf) and not as an agent or fiduciary of you or your management, equity holders, affiliates or creditors or any other person. The Borrower and AMC each acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to the Transactions and such transactions related and the process leading thereto. The Borrower and AMC each further agree that it will not claim that the Commitment Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to you or your equity holders or affiliates, in connection with the Transactions and such transactions related or the process leading thereto, or otherwise. In addition, the Commitment Party may employ the services of its affiliates in providing services and/or performing its or their obligations hereunder and may exchange with such affiliates information concerning you, your affiliates and other companies that may be the subject of this arrangement, and such affiliates of the Commitment Party will be entitled to the benefits afforded to the Commitment Party hereunder.

(c)         You further acknowledge that the Commitment Party and its affiliates are full service securities or banking firms engaged in securities trading and brokerage activities as well as providing investment banking and other financial services and, in furtherance of the foregoing, you acknowledge and agree that the obligations of the Commitment Party set forth in this Agreement shall only apply to the trading desk(s) and/or business group(s) of the Commitment Party that principally manages and/or supervises the Commitment Party’s investment in the Transactions (as further set forth in the signature page hereto), and shall not apply to any other affiliate, trading desk or business group of the Commitment Party. Without limitation to the trading desk(s) and/or business group(s) of the Commitment Party that principally manages and/or supervises the Commitment Party’s investment in the Transactions, in the ordinary course of business, the Commitment Party and its affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for their own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you and other companies with which you may have commercial or other relationships or your competitors or potential competitors or entities engaged in business similar to or the same as you and your affiliates, and the execution of this Commitment Letter is not intended to and shall not restrict or preclude such activities (including but not limited to the purchase or sale of any securities or other instruments, the purchase or sale of the assets of any companies, the provision of financing to any companies or conducting any other activities in the ordinary course of business). With respect to any securities and/or financial instruments so held by the Commitment Party, any of its affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

Section 8.            Governing Law; Waiver of Jury Trial; Consent to Service of Process.

This Commitment Letter and any dispute, claim, counterclaim, or cause of action (whether in contract, tort or otherwise and whether at law or in equity) arising hereunder or relating to the transactions contemplated hereby shall be governed by the internal laws of the State of New York. Each party hereby waives any right which it may have to a trial by jury in any dispute, claim, counterclaim, or cause of action (whether in contract, tort or otherwise and whether at law or in equity) arising under or relating to this Commitment Letter or the transactions contemplated hereby. Each party hereby agrees that any dispute, claim, counterclaim, or cause of action (whether in contract, tort or otherwise and whether at law or in equity) arising under or relating to this Commitment Letter or the transactions contemplated hereby shall be maintained in a State or United States court of competent jurisdiction sitting in the City, State and County of New York. Each party hereby consents and submits itself to the exclusive jurisdiction of such State and United States courts of New York for the purposes of the adjudication of such legal proceedings and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same. You further agree that service of any process, summons, notice or document by registered mail addressed to you at your address set forth at the top of this Commitment Letter shall be effective service of process for any such suit, action or proceeding brought in any such court.

Section 9.            Public Announcements.

No press release or public announcement related to this Commitment Letter or the Transactions shall be issued or made by the Commitment Party or its affiliates without the prior written approval of the Borrower (which shall not be unreasonably withheld), unless required by law (based on the advice of counsel) in which case the Borrower shall have the right to review and reasonably comment on such press release, announcement or communication prior to issuance, distribution or publication. Notwithstanding the foregoing, the Commitment Party and its affiliates shall not be restricted from communicating with their respective investors and potential investors in connection with marketing, informational or reporting activities; provided, that the recipient of such information is subject to a customary obligation to keep such information confidential. The Company may issue or make one or more press releases or public announcements (in which case the Commitment Party shall have the right to review and reasonably comment on such press release, announcement or communication prior to issuance, distribution or publication) and may file this Commitment Letter with the SEC and may provide information about the subject matter of this Commitment Letter in connection with equity or debt issuances, share repurchases, or marketing, informational or reporting activities.

Section 10.          PATRIOT Act Compliance.

Pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”) and 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”), the Commitment Party may be required to obtain, verify and record information that identifies you and your subsidiaries, which information includes the name and address of you and your subsidiaries and other information that will allow the Commitment Party to identify you and your subsidiaries in accordance with the PATRIOT Act and Beneficial Ownership Regulation.

Section 11.          Assignment.

This Commitment Letter may not be assigned by any party hereto without the prior written consent of the other parties hereto (and any purported assignment without such consent will be null and void ab initio), is intended to be solely for the benefit of the parties hereto and, except as set forth herein, is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto.

Section 12.          Entire Agreement.

This Commitment Letter and the Fee Letter sets forth the entire agreement between you, your affiliates and the Commitment Party with respect to the subject matter hereof, and all other prior agreements shall be deemed to have merged herewith. The provisions of this Commitment Letter cannot be waived, amended or modified orally, or by an act or failure to act on the part of any party hereto, but only by an agreement in writing signed by you and the Commitment Party.

Section 13.          Counterparts.

This Commitment Letter may be executed in one or more counterparts, and delivery of an executed counterpart of a signature page to this Commitment Letter by electronic transmission (e.g., a “pdf”, “tiff” or DocuSign) shall be effective as delivery of a manually executed counterpart of this Commitment Letter. For purposes hereof, the words “execution,” “execute,” “executed,” “signed,” “signature” and words of like import shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transaction Act.

Section 14.            Acceptance and Termination.

Please confirm that the foregoing is in accordance with your understanding by signing and returning to the Commitment Party the enclosed copy of this Commitment Letter and the Fee Letter before 11:59 p.m., New York City time, on March 6, 2026, whereupon this Commitment Letter will become a binding agreement between you and the Commitment Party. If this Commitment Letter and the Fee Letter have not been signed and returned to us, and such amounts have not been received by us, in each case, by the time specified in the preceding sentence, this offer will terminate at such time.

Thereafter, all commitments and undertakings of the Commitment Party hereunder will automatically expire and terminate on the earliest to occur of: (i) April 6, 2026, (ii) the execution and delivery of the Financing Documents, or (iii) notice by the Borrower of the termination of the Commitment Letter. The fee, expense reimbursement, indemnification and governing law, waiver of jury trial and forum provisions in this Commitment Letter shall survive any termination of this Commitment Letter of any portion hereof.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Commitment Letter as of the date first above written.

[Signature Page – Commitment Letter]

[Signature Page – Commitment Letter]

Exhibit A

Term Sheet

[See attached.]

Odeon Finco PLC

$425 Million First Lien Term Loans due 2031

Term Sheet¹

¹ Terms defined in the Commitment Letter are used herein as defined therein.

² “Muvico Credit Agreement” means the Credit Agreement, dated as of July 22, 2024 (as amended by the First Amendment to Credit Agreement, dated as of July 24, 2025), among AMC and Muvico, LLC, as borrowers, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent.

ANNEX I

COVENANT GRID

[SEE ATTACHED]

ODEON TERM LOAN

Covenant / Related Terms Grid ¹

¹ Certain agreed covenants to be reflected in the Muvico Credit Agreement as a conforming amendment pursuant to the “Required Additional Debt Terms” set forth therein.

² In addition, Odeon Group shall not become Muvico Loan Parties

Exhibit B

Conditions Precedent

The funding of the Term Loan shall be subject to the following conditions precedent (which may be waived by the Commitment Party in its sole discretion) prior to or substantially concurrently with the consummation of the Transactions: