Amc Entertainment Holdings, Inc 8-K, filed Dec 6, 2024

About this 8-K

Items reported

Amc Entertainment Holdings, Inc. (AMC)

8-K 2024-12-06 For: 2024-12-06

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Added on April 10, 2026

Amc Entertainment Holdings, Inc filed this 8-K on December 6, 2024.

Component
No.

Component
Number of
Shares

Hedge
Reference
Price

Forward
Floor Price

Forward Cap
Price

Component
Prepayment
Amount

Remaining
Prepayment
Amount for
Component

Item 1.01: Entered into a material agreement
Item 8.01: Other events
Item 9.01: Financial statements and exhibits

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Delaware	001-33892	26-0303916
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
Incorporation)		Number)

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A common stock		AMC		New York Stock Exchange

Exhibit No.		Description of Exhibit
1.1		Sales and Registration Agreement, dated as of December 6, 2024, by and among AMC Entertainment Holdings Inc., Goldman Sachs & Co. LLC and Goldman Sachs International.
5.1		Opinion of Weil, Gotshal & Manges LLP.
10.1		Master Confirmation, dated as of December 6, 2024, by and between AMC Entertainment Holdings Inc. and Goldman Sachs International.
23.1		Consent of Weil, Gotshal & Manges LLP (Included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	AMC ENTERTAINMENT HOLDINGS, INC.


Date: December 6, 2024	By:	/s/ Kevin M. Connor
		Name: Kevin M. Connor
		Title: Senior Vice President, General Counsel and Secretary

	Very truly yours,

	AMC Entertainment Holdings, Inc.

	By:	/s/ Sean D. Goodman

	Name:	Sean D. Goodman
	Title:	Executive Vice President and Chief Financial officer

GOLDMAN SACHS & CO. LLC, as Manager (in all capacities hereunder)

By:	/s/ Jonathan Armstrong
	Name:	Jonathan Armstrong
	Title:	Managing Director

GOLDMAN SACHS INTERNATIONAL, as Forward Counterparty

By:	/s/ David Sprake
	Name:	David Sprake
	Title:	Managing Director

ACCEPTED as of the date first written above.

Goldman Sachs & Co. LLC

By:
	Name:
	Title:

Title of Purchased Shares [and Additional Shares]:
	Common Stock, par value $[   ] per share

Number of Shares of Purchased Shares:

[Number of Shares of Additional Shares:]

[Price to Public:]

Purchase Price by Goldman Sachs & Co. LLC:

Method of and Specified Funds for Payment of Purchase Price:
	By wire transfer to a bank account specified by the Company in same day funds.

Method of Delivery:
	Free delivery of the Shares to the Manager’s account at The Depository Trust Company in return for payment of the purchase price.

Time of Delivery:

Closing Location:

Documents to be Delivered:

	The following documents referred to in the Sales and Registration Agreement shall be delivered as a condition to the closing at the Time of Delivery [and on any Option Closing Date]:
		(1) The opinion referred to in Section 4(l).
		(2)  The opinion referred to in Section 4(m).
		(3)  The accountants’ letters referred to in Section 4(n).
		(4)  The officers’ certificate referred to in Section 4(k).
		(5)  The Chief Financial Officer’s certificate referred to in Section 4(o).
		(6)  Such other documents as the Manager shall reasonably request.

To:		AMC Entertainment Holdings, Inc. One AMC Way 11500 Ash Street, Leawood, KS, 66211

From:		Goldman Sachs International

Date:		December 6, 2024

Trade Date:	For each Transaction, as set forth in the related Supplemental Confirmation.

Effective Date:	For each Transaction, to be the first Clearance System Business Day on or following the Trade Date on which the conditions set forth in Section 3 of the Master Confirmation shall have been satisfied in respect of such Transaction.  If the Effective Date shall not have occurred on the Trade Date for a Transaction, the parties shall have no further obligations under the Agreement in connection with such Transaction, other than in respect of breaches of representations or covenants on or prior to such date.

Buyer:	Dealer

Seller:	Counterparty

Shares:	The shares of Class A common stock, $0.01 par value per Share, of Counterparty (Ticker: “AMC”)

Hedge Period:	For each Transaction, as set forth in the related Supplemental Confirmation.

Hedge Period Commencement Date:	For each Transaction, as set forth in the related Supplemental Confirmation.

Hedge Period Completion Date:	For each Transaction, as set forth in the applicable Pricing Supplement, to be the earliest of (i) the Hedge Period Outside Date, (ii) the date as of which Dealer has determined in a commercially reasonable manner that Hedge Positions in respect of the Transaction can no longer be established by Dealer due to termination of the Registration Agreement (defined below), and (iii) the Scheduled Trading Day on which the Forward Seller (as defined in the Registration Agreement) completes the establishment of Dealer’s commercially reasonable initial Hedge Position in respect of such Transaction pursuant to the Registration Agreement.

Hedge Period Outside Date:	For each Transaction, as set forth in the related Supplemental Confirmation.

Hedge Reference Price:	For each Transaction, as set forth in the related Supplemental Confirmation.

Number of Shares:	For each Transaction, initially, as set forth in the related Supplemental Confirmation, subject to adjustment as set forth herein and therein.

Aggregate Number of Shares:	To be the sum of the Number of Shares in respect of any and all Transaction(s) under this Master Confirmation.

Component Number of Shares:	For each Transaction, as set forth in the related Supplemental Confirmation.

Components:	For each Transaction, as set forth in the related Supplemental Confirmation.

Settlement Currency:	USD

Exchange:	The New York Stock Exchange

Related Exchange:	All Exchanges

Prepayment:	Applicable

Prepayment Date:	For each Transaction, as set forth in the related Supplemental Confirmation.

Prepayment Amount:	For each Transaction, as set forth in the related Supplemental Confirmation.

Remaining Prepayment Amount:	For each Transaction, as set forth in the related Supplemental Confirmation.

Variable Obligation:	Not Applicable

Forward Floor Price:	As provided in the Pricing Supplement, to be the product of (x) the Forward Floor Percentage and (y) the Hedge Reference Price.

Forward Floor Percentage:	For each Transaction, as set forth in the related Supplemental Confirmation.

Forward Cap Price:	As provided in the Pricing Supplement, to be the product of (x) the Forward Cap Percentage and (y) the Hedge Reference Price.

Forward Cap Percentage:	For each Transaction, as set forth in the related Supplemental Confirmation.

Valuation:

Valuation Date:	For each Transaction, as set forth in the related Supplemental Confirmation.

Valuation Period:	For each Transaction, as set forth in the related Supplemental Confirmation.

Scheduled Valuation Date:	For each Transaction, as set forth in the related Supplemental Confirmation.

Valuation Disruption:	Notwithstanding anything to the contrary in the Equity Definitions, the Calculation Agent may, in its good faith and commercially reasonable discretion, to the extent that a Disrupted Day occurs during the Valuation Period, postpone the Scheduled Valuation Date and, to the extent that a Disrupted Day occurs during the Unwind Period, extend the Unwind Period. If any such Disrupted Day is a Disrupted Day because of a Market Disruption Event (or a deemed Market Disruption Event as provided herein), the Calculation Agent shall determine whether:

	(i)  such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price or the 10b-18 VWAP Price, as applicable, for such Disrupted Day shall not be included for purposes of determining the Settlement Price or the True-up Price, as applicable, or

	(ii) such Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price or the 10b-18 VWAP Price, as appliable, for such Disrupted Day shall be determined by the Calculation Agent based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event, and the weighting of the VWAP Price or the 10b-18 VWAP Price for the relevant Valid Days during the Valuation Period or the weighting of the 10b-18 VWAP Price for the relevant Valid Days during the Unwind Period, as applicable, shall be adjusted in good faith and a commercially reasonable manner by the Calculation Agent for purposes of determining the Settlement Price, with such adjustments based on, among other factors, the nature and duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares.

	Any Scheduled Trading Day on which the Exchange is scheduled to close prior to its normal close of trading shall be deemed to be a Disrupted Day in full.

	The Calculation Agent shall provide notice to Counterparty of any Valuation Disruption on the Exchange Business Day promptly following such Valuation Disruption; provided that in case a Market Disruption Event is due to a Regulatory Disruption, such notice shall not be required to specify, and Dealer shall not otherwise be required to communicate to Counterparty, the reason for such Regulatory Disruption.

	If a Disrupted Day occurs during the Valuation Period and each of the nine immediately following Scheduled Trading Days is a Disrupted Day (a “Disruption Event”), then the Calculation Agent, in its good faith and commercially reasonable discretion, may deem such Disruption Event (and each consecutive Disrupted Day thereafter) to be (x) a Potential Adjustment Event or (y) if the Calculation Agent determines that no adjustment that it could make under clause (x) will produce a commercially reasonable result, an Additional Termination Event, with Counterparty as the sole Affected Party and the Transaction as the sole Affected Transaction.

	The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words (A) “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be”, (B) inserting the words “at any time on any Scheduled Trading Day during the Valuation Period” after the word “material,” in the third line thereof and (C) replacing the words “or (iii) an Early Closure.” therein with “(iii) an Early Closure, or (iv) a Regulatory Disruption.”.

	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

VWAP Price:	For any Exchange Business Day, the per Share volume-weighted average price for the regular trading session (without regard to pre-open or after hours trading outside of such regular trading session) of the Exchange as displayed under the heading “Bloomberg VWAP” on Bloomberg page “AMC <Equity> AQR” (or any successor thereto) at 4:15 P.M. New York time (or 15 minutes following the end of any extension of the regular trading session) on such Exchange Business Day or, if such volume-weighted average price is unavailable for any reason or is, in the Calculation Agent’s reasonable discretion, erroneous, the market value of one Share on such Exchange Business Day, as determined by the Calculation Agent using a volume-weighted method.

Valid Day:	Each Exchange Business Day during the Valuation Period.

Regulatory Disruption:	A “Regulatory Disruption” shall occur if Dealer determines that it is appropriate or necessary in light of legal, regulatory or self-regulatory requirements or related policies or procedures for Dealer or its agent or affiliate (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer) to refrain from or decrease all or any part of the market activity in which it would otherwise engage in connection with the Transaction.

Settlement Terms:

Settlement Method Election:	Applicable

Default Settlement Method:	Physical Settlement; provided that references to “Physical Settlement” in Section 7.1 of the Equity Definitions shall be replaced by references to “Modified Physical Settlement”.

Settlement Shares:	For each Component, Component Number of Shares.

Settlement Date:	For each Component, as set forth in the related Supplemental Confirmation.

Settlement Currency:	USD (as defined in the Swap Definitions).

Settlement Price:	The arithmetic average of the VWAP Prices on the Valid Days in the Valuation Period, subject to “Valuation Disruption” above.

Announcement Event:	(i) The public announcement of any Merger Event or Tender Offer, the intention to enter into a Merger Event or Tender Offer, or any transaction or event that, if completed, would constitute a Merger Event or Tender Offer, (ii) the public announcement of (x) any potential acquisition by Issuer and/or any of its subsidiaries where the aggregate consideration exceeds 25% of the market capitalization of Issuer as of the date of such announcement, as determined by the Calculation Agent (an “Acquisition Transaction”) or (y) any potential lease, exchange, transfer or disposition (including, without limitation, by way of spin-off or distribution) of assets (including, without limitation, any capital stock or other ownership interests or other ownership interest in the Issuer’s subsidiaries) or other similar event by Issuer or any of its subsidiaries where the aggregate consideration exceeds 25% of the market capitalization of Issuer as of the date of such announcement, as determined by the Calculation Agent (a “Disposal Transaction”), (iii) the public announcement of an intention by Issuer or any of its subsidiaries to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event, Tender Offer, Acquisition Transaction or Disposal Transaction, (iv) any other announcement that in the reasonable judgment of Calculation Agent may result in a Merger Event, Tender Offer Acquisition Transaction or Disposal Transaction or (v) any subsequent public announcement of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), (ii), (iii) or (iv) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent.  For the avoidance of doubt, ‘announcements’ as used in this definition of Announcement Event refer to any public announcement whether made by the Issuer or a third party, and the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” “Merger Event” shall be read with references therein to “100%” being replaced by “35%” and to “50%” by “75%” and without reference to the clause beginning immediately following the definition of “Reverse Merger” therein.

Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if (i) the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market (or their respective successors) (and if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange) or (ii) the Issuer announces an intent to cause the Shares to cease to be listed, traded or publicly quoted on the Exchange for any reason (other than a Merger Event or Tender Offer).

Additional Disruption Events:

Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; and provided, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”.

Failure to Deliver:	Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable.

Hedging Disruption:	Applicable.

Increased Cost of Hedging:	Applicable.

Increased Cost of Stock Borrow:	Not Applicable.

Loss of Stock Borrow:	Not Applicable.

Hedging Party:	For all applicable Additional Disruption Events, Dealer

Determining Party:	For all applicable Extraordinary Events, Dealer

Acknowledgements:

Non-Reliance:	Applicable

Agreements and Acknowledgements Regarding Hedging Activities:	Applicable

Additional Acknowledgements:	Applicable

Modified Physical Settlement:	Notwithstanding Section 9.2(a)(ii) of the Equity Definitions but subject to Section 14(b) below, on the Settlement Date, Dealer will pay to Counterparty the Modified Physical Settlement Cash Amount plus the Remaining Prepayment Amount, and Counterparty shall deliver to Dealer through the Clearance System a number of Shares equal to the Settlement Shares and will pay to Dealer the Fractional Share Amount, if any, subject to Section 14 hereof; provided that at the election by Counterparty meeting the Election Notice Requirements, which election shall be provided by notice to Dealer no later than one Settlement Cycle prior to the Settlement Date, Dealer shall instead pay the Remaining Prepayment Amount on the Settlement Date and deliver to Counterparty the Modified Physical Settlement Share Amount (the “True-up Share Settlement”) on the date that is one Settlement Cycle immediately following the last day of the Unwind Period (and such alternative date of delivery shall be deemed to be a Settlement Date).

Modified Physical Settlement Cash Amount:	For each Component, an amount equal to the Modified Forward Price multiplied by the Component Number of Shares.

Modified Physical Settlement Share Amount:	For each Component, an amount equal to the Modified Physical Settlement Cash Amount divided by the True-up Price.

Election Notice Requirements:	Counterparty may elect the True-up Share Settlement by giving notice (the “True-up Share Settlement Election Notice”) only if Counterparty represents and warrants to Dealer in such notice that:

	(A) Counterparty is not aware of any material nonpublic information concerning itself or the Shares, (B) Counterparty is electing the settlement method in good faith and not as part of a plan or scheme to evade compliance with Rule 10b-5 under the Exchange Act (“Rule 10b-5”) or any other provision of the federal securities laws, (C) it is not making such election to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares), (D) such election, and settlement in accordance therewith, does not and will not violate or conflict with any law, regulation or supervisory guidance applicable to Counterparty, or any order or judgment of any court or other agency of government applicable to it or any of its assets, and any governmental consents that are required to have been obtained by Counterparty with respect to such election or settlement have been obtained and are in full force and effect and all conditions of any such consents have been complied with and (E) Counterparty will be able to purchase the number of Shares equal to the Modified Physical Settlement Share Amount (assuming for such purpose that the True-up Price is equal to the Settlement Price) in accordance with its organizational documents and the required corporate approvals thereunder (if any).

True-up Price:	Notwithstanding anything to the contrary in the Equity Definitions, for any True-up Share Settlement, the arithmetic average of the 10b-18 VWAP Prices on the Valid Days in the Unwind Period, as determined by the Calculation Agent, subject to “Valuation Disruption” above.

Unwind Period:	For any True-up Share Settlement, the period from and including the first Exchange Business Day following the date the Counterparty validly provides the True-up Share Settlement Election Notice (or such later date as agreed to by Dealer in its sole discretion) and ending on the date determined by the Calculation Agent in its commercially reasonable discretion.

10b-18 VWAP Price:	For any Exchange Business Day, the volume-weighted average price at which the Shares trade as reported in the composite transactions for United States exchanges and quotation systems, during the regular trading session for the Exchange on such Exchange Business Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades in the consolidated system on such Exchange Business Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Exchange Business Day and ten minutes before the scheduled close of the primary trading in the market where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3) under the Exchange Act, as published by Bloomberg at 4:15 p.m. New York time (or 15 minutes following the end of any extension of the regular trading session) on such Exchange Business Day, on Bloomberg page “AMC <Equity> AQR_SEC” (or any successor thereto), or if such price is not so reported on such Exchange Business Day for any reason or is, in the Calculation Agent’s good faith and commercially reasonable determination, erroneous, such 10b-18 VWAP Price shall be as determined in good faith and in a commercially reasonable manner by the Calculation Agent.

Modified Forward Price:	(i) if the Settlement Price is less than or equal to the Forward Floor Price, zero;

	(ii) if the Settlement Price is greater than the Forward Floor Price but less than or equal to the Forward Cap Price, such Settlement Price minus the Forward Floor Price; and

	(iii) if the Settlement Price is greater than the Forward Cap Price, the Forward Cap Price minus the Forward Floor Price.

Fractional Share Amount:	An amount in the Settlement Currency representing the fractional Share resulting from the calculation of the Number of Shares to be as determined by the Calculation Agent multiplied by the Settlement Price attributable to the relevant Share on the Valuation Date.

Representation and Agreement:	Section 9.11 of the Equity Definitions is hereby modified to exclude any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Counterparty is the issuer of the Shares.

Share Adjustments:

Dividend Adjustment:	For any Extraordinary Dividend, the Calculation Agent shall, as of the ex-dividend date for such Extraordinary Dividend, adjust one of more of the Forward Cap Price, the Forward Floor Price, or any other variable relevant to the valuation, settlement, payment or other terms of the relevant Transaction as it deems appropriate to preserve the fair value of such Transaction.

Extraordinary Dividend:	Any dividend or distribution on the Shares with an ex-dividend date occurring on any day from, and including, the Trade Date (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions).

Method of Adjustment:	Calculation Agent Adjustment

Extraordinary Events:

New Shares:	In the definition of “New Shares” in Section 12.1(i) of the Equity Definitions, (a) the text in subsection (i) shall be deleted in its entirety and replaced with: “publicly quoted, traded or listed on any of the New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market (or their respective successors)” and (b) the phrase “and (iii) issued by a corporation under the laws of the United States, any State thereof or the District of Columbia” shall be inserted immediately prior to the period.

Transfer:	(a)          Notwithstanding anything to the contrary in the Agreement (but it being understood that this clause (a) will not limit Section 7(a) of the Agreement), Dealer may, without the consent of Counterparty, assign, transfer and set over all rights, title and interest, powers, privileges and remedies of Dealer under the Transaction, in whole or in part, to an affiliate of Dealer whose obligations under the Transaction are guaranteed by Dealer or GS Parent.

	(b)         Except to the extent permitted under Section 7 of the Agreement, Counterparty may not transfer or assign any of its rights or obligations under the Transaction, this Master Confirmation or the Agreement without the prior written consent of Dealer.

	Calculation Agent:Dealer; provided that if an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party has occurred and is continuing with respect to Dealer, Counterparty shall have the right to appoint a successor calculation agent, which shall be a nationally recognized, third-party dealer in over-the-counter corporate equity derivatives. For the avoidance of doubt, the Calculation Agent shall make all calculations and determinations in good faith and in a commercially reasonable manner. The parties agree that all costs and expenses associated with replacing Dealer as the Calculation Agent shall be equally shared by the parties. Following any determination, adjustment or calculation by the Calculation Agent hereunder, upon a written request by Counterparty, the Calculation Agent will promptly (but in any event no later than five (5) Exchange Business Days following receipt of such written request) provide to Counterparty a report (in a commonly used file format for the storage and manipulation of financial data, if relevant) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be (including any assumption used in making such determination, adjustment or calculation), it being understood that the Calculation Agent shall not be obligated to disclose any proprietary or confidential models or any other confidential or proprietary information used by it for such determination, adjustment or calculation.

Counterparty Payment Instructions:	To be provided by Counterparty

Dealer Payment Instructions:	To be provided by Dealer

Counterparty’s Contact Details for Purpose of Giving Notice:	To be provided by Counterparty

Dealer’s Contact Details for Purpose of Giving Notice:	Goldman Sachs International
	Plumtree Court
	25 Shoe Lane
	London, UK, EC4A 2AU
	Attention: Jonathan Armstrong, Equity Capital Markets
	Telephone: +1-212-902-5181
	Email: jonathan.armstrong@gs.com

	With a copy to:

	Attention: Cory Oringer, Equity Capital Markets
	Telephone: +1-212-902-9162
	Email: Cory.Oringer@gs.com

	and to:

	Attention: Henry Liu, Equity Capital Markets
	Telephone: +1-212-902-4841
	Email: hengrui.liu@gs.com
	And mandatory email notification to the following address:
	Eq-derivs-notifications@am.ibd.gs.com

	Yours faithfully,

	GOLDMAN SACHS INTERNATIONAL

	By:	/s/ David Sprake
		Name: David Sprake
		Title: Managing Director

By:	/s/ Sean D. Goodman
	Name: Sean D. Goodman
	Title: Executive Vice President and Chief Financial Officer

To:	AMC Entertainment Holdings, Inc.
	One AMC Way
	11500 Ash Street, Leawood, KS, 66211

Trade Date:	[ l ]

Effective Date:	[ l ]

Number of Shares:	Initially, [ l ], subject to adjustment as provided herein. The final Number of Shares (after giving effect to such adjustments) for a Transaction shall be set forth in the Pricing Supplement for a Transaction, which shall be equal to the sum of the Component Number of Shares in respect of all Components of the Transaction.

Components:	The Transaction will consist of the daily Components in respect of each Exchange Business Day during the Hedge Period.

Component Number of Shares:	In respect of each Component, the number of Shares that Dealer (or its agent or affiliate) will have introduced into the public market in connection with establishing Dealer’s initial Hedge Positions in respect of such Component, subject to “Trading parameters” below.

Forward Floor Percentage:	As set forth in Exhibit 1 to this Supplemental Confirmation.

Forward Cap Percentage:	As set forth in Exhibit 1 to this Supplemental Confirmation.

Hedge Period:	For the Transaction, the period commencing on, and including, the Hedge Period Commencement Date and ending on, and including, the Hedge Period Completion Date, during which Dealer (or its agent or affiliate) establishes its initial Hedge Positions for such Transactions, subject to the Trading Parameters; provided that the Counterparty acknowledges and agrees that Dealer or its agent or affiliate will be establishing its initial Hedge Positions pursuant to the Registration Agreement and subject to terms and conditions thereunder. Counterparty acknowledges and agrees that Dealer may suspend establishing its initial Hedge Positions in respect of the Transaction during the Hedge Period (a) in order to comply with the Trading Parameters, (b) while a Regulatory Disruption has occurred and is continuing and (c) pursuant to any other applicable conditions set forth herein and/or the Registration Agreement. Promptly following the Hedge Period Completion Date for the Transaction, Dealer shall deliver the Pricing Supplement to Counterparty. Notwithstanding anything to the contrary in this Master Confirmation or the Definitions, if (x) the prospectus contemplated in the Registration Agreement ceases to satisfy the requirements of the Registration Agreement (it being understood that availability of such prospectus as contemplated by the Registration Agreement has been assumed by Dealer for purposes of establishing its commercially reasonable initial Hedge Position) or (y) the Hedge Period Completion Date occurs, in each case, prior to completion by Dealer (or its agent or affiliate) of the establishment of establishing Dealer’s commercially reasonable initial Hedge Position with respect to the full Number of Shares for the Transaction (for any reason including, without limitation, any lack of liquidity in the Shares, compliance with the Trading Parameters for any Component, occurrence of the Hedge Period Completion Date due to an event set forth in clause (i) or (ii) of the definition thereof or any failure of the prospectus supplement contemplated by the Registration Agreement to be available), Dealer shall reduce the Number of Shares in respect of the Transaction to reflect the extent to which Dealer (or its agent or affiliate) has established Dealer’s initial Hedge Position in respect of such Transaction on or prior to such Hedge Period Completion Date, and in such event, the Calculation Agent may make any other commercially reasonable adjustments to the terms of such Transaction as appropriate to preserve the fair value of such Transaction. If the offering of the “Hedge Shares” (as defined in the Registration Agreement) relating to a Transaction is suspended prior to the completion by Dealer (or its agent or affiliate) of the establishment of Dealer’s initial Hedge Position with respect to the Number of Shares for the Transaction, and the Calculation Agent determines that Dealer’s theoretical “delta” as of such day (assuming a commercially reasonable Hedge Position) exceeds the number of Shares sold by Dealer or its affiliates in connection with such Transaction prior to such day, the Calculation Agent may make any commercially reasonable adjustments to the terms of the Transaction as appropriate to preserve the fair value of the Transaction. In making any such adjustment, the Calculation Agent agrees to use its reasonable efforts to consult in good faith with Counterparty regarding such adjustment, it being understood that Calculation Agent will not be required to take any action that it reasonably determines in good faith would violate or conflict with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to it.

Prepayment Date:	As set forth in the Pricing Supplement, to be one Settlement Cycle following the Hedge Period Outside Date.

Valuation Date:	The Scheduled Valuation Date; provided that, in respect of any Component, Dealer shall have the right to designate any Scheduled Trading Day on or after the First Acceleration Date to be the Valuation Date for such Component (the “Accelerated Valuation Date”) by delivering notice to Counterparty of such designation prior to 20:00 P.M. New York City time on the Exchange Business Day immediately following the designated Accelerated Valuation Date.

Scheduled Valuation Date:	As set forth in Exhibit 1 to this Supplemental Confirmation.

Valuation Period:	The period from and including the Valuation Period Start Date to and including the Valuation Date.

Valuation Period Start Date:	As set forth in the Pricing Supplement, to be one Settlement Cycle following the Hedge Period Outside Date.

First Acceleration Date:	As set forth in Exhibit 1 to this Supplemental Confirmation.

Settlement Date:	In the case of an Accelerated Valuation Date, the date that is one Settlement Cycle immediately following the date on which Dealer delivers the notice described in “Valuation Date”, and in the case of the Scheduled Valuation Date, the date that is one Settlement Cycle immediately following the Scheduled Valuation Date.

Aggregate Reserved Number of Shares:	Equal to the Aggregate Number of Shares.

	(a)	the Hedge Period Completion Date is [__________];
	(b)	the Number of Shares is [__________];
	(c)	the Valuation Period Start Date is [__________]²;
	(d)	the Prepayment Date for the Transaction is [__________]³; and
	(e)	the Prepayment Amount is USD [__________].

			Counterparty	Valuation Percentage
	(A)	Shares (as defined below)	X	100%