SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement
On March 8, 2021, AMC Entertainment Holdings, Inc. (the “Company”) entered into the ninth amendment (the “Ninth Amendment”) to the credit agreement, dated as of April 30, 2013 (as amended through the ninth amendment described herein, the “Credit Agreement”), with the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent, pursuant to which the revolving lenders party thereto (constituting the requisite revolving lenders) granted an extension of the existing suspension of the financial covenant under the Credit Agreement for the period from and after the effective date of the Ninth Amendment to and including the earlier of (a) March 31, 2022 and (b) the day immediately preceding the last day of the Test Period (as defined in the Credit Agreement) during which the Company has delivered a Financial Covenant Election (as defined in the Credit Agreement) to the administrative agent under the Credit Agreement (such period, the “Covenant Suspension Period”).
During the Covenant Suspension Period, the Company will not, and will not permit any of its restricted subsidiaries to, (i) make certain restricted payments, (ii) subject to certain exceptions, incur any indebtedness for borrowed money that is pari passu or senior in right of payment or security with the Revolving Loans (as defined in the Credit Agreement) or (iii) make any investment in or otherwise dispose of any assets to any subsidiary of the Company that is not a Loan Party (as defined in the Credit Agreement) to facilitate a new financing incurred by a subsidiary of the Company.
As an ongoing condition to the suspension of the financial covenant, the Company also agreed to (i) a minimum liquidity test, (ii) an anti-cash hoarding test at any time Revolving Loans are outstanding and (iii) additional reporting obligations.
In addition, on March 8, 2021 the Company entered into the tenth amendment (the “Tenth Amendment”) to the Credit Agreement pursuant to which the Company agreed not to consent to certain modifications to the Credit Agreement described in the Tenth Amendment without the consent of the majority of the revolving lenders party to the Tenth Amendment.
The foregoing description of the Ninth Amendment, the Tenth Amendment and the Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the Ninth Amendment and the Tenth Amendment, in each case, copies of which are attached as Exhibits 10.1 and 10.2 hereto and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
|10.1||Ninth Amendment, dated as of March 8, 2021, by and among AMC Entertainment Holdings, Inc., the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent.|
|10.2||Tenth Amendment, dated as of March 8, 2021, by and among AMC Entertainment Holdings, Inc. and the lenders from time to time party thereto.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
|AMC ENTERTAINMENT HOLDINGS, INC.|
|Date: March 9, 2021||By:||/s/ Sean D. Goodman|
|Sean D. Goodman|
|Executive Vice President and Chief Financial Officer|