NATIONAL CINEMEDIA, LLC AND WELLS FARGO BANK, NATIONAL ASSOCIATION AS TRUSTEE 5.750% SENIOR NOTES DUE 2026 INDENTURE DATED AS OF AUGUST 19, 2016Indenture • August 19th, 2016 • National CineMedia, LLC • Services-advertising • New York
INDENTURE dated as of August 19, 2016, between NATIONAL CINEMEDIA, LLC, a Delaware limited liability company (the “Company”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). Certain capitalized terms used herein have the respective meanings set forth in Article I.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2018 • National CineMedia, LLC • Services-advertising • Colorado
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between National CineMedia, Inc. (the “Company or Employer”), and Katherine L. Scherping (“Executive”, and together with the Company or Employer, the “Parties”), is entered into as of December 20, 2018 (the “Execution Date”). In consideration of the covenants and agreements contained herein, the Parties agree as follows:
NATIONAL CINEMEDIA, INC. 2016 EQUITY INCENTIVE PLAN 2018 RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 14th, 2018 • National CineMedia, LLC • Services-advertising • Delaware
The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted shares of Restricted Stock to be issued under the National CineMedia, Inc. 2016 Equity Incentive Plan, as amended (the “Plan”), to the Grantee named below. This Restricted Stock Agreement (the “Agreement”) evidences the terms of the Company’s grant of Restricted Stock. Any capitalized term in this Agreement shall have the meaning assigned to it in this Agreement or in the Plan, as applicable.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2016 • National CineMedia, LLC • Services-advertising • New York
This REGISTRATION RIGHTS AGREEMENT dated August 19, 2016 (this “Agreement”) is entered into by and between National CineMedia, LLC, a Delaware limited liability company (the “Issuer”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the initial purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
THIRD AMENDMENT TO EXHIBITOR SERVICES AGREEMENTExhibitor Services Agreement • April 18th, 2012 • National CineMedia, LLC • Services-advertising
This THIRD AMENDMENT TO EXHIBITOR SERVICES AGREEMENT (this “Amendment”), dated as of April 17, 2012, is between CINEMARK USA, INC., a Texas corporation (“Cinemark”), and NATIONAL CINEMEDIA, LLC, a Delaware limited liability company (“LLC”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 22nd, 2014 • National CineMedia, LLC • Services-advertising • Colorado
THIS EMPLOYMENT AGREEMENT, (this “Agreement”), is made effective as of January 15, 2014, between National CineMedia, Inc., a Delaware corporation (“NCM” or the “Company”), and Alfonso P. Rosabal, Jr. (the “Executive”).
AMENDED AND RESTATED CREDIT AGREEMENT among NATIONAL CINEMEDIA, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC, as Lead Arranger BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, MACQUARIE CAPITAL (USA)...Credit Agreement • November 28th, 2012 • National CineMedia, LLC • Services-advertising • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 26, 2012, among National CineMedia, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMorgan Chase Bank, N.A., as syndication agent (in such capacity, the “Syndication Agent”), Credit Suisse Securities (USA) LLC, Macquarie Capital (USA) Inc. and Morgan Stanley Senior Funding, Inc., as co-documentation agents (in such capacity, the “Co- Documentation Agents”) and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENTExhibitor Services Agreement • September 17th, 2019 • National CineMedia, LLC • Services-advertising
This First Amendment to Amended and Restated Exhibitor Services Agreement (this “Amendment”), dated September 17, 2019 (the “Amendment Effective Date”), is by and between National CineMedia, LLC (“LLC”) and Cinemark USA, Inc. (“Cinemark”). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Amended and Restated Exhibitor Services Agreement between LLC and Cinemark, dated as of February 13, 2007 and amended and restated as of December 26, 2013 (the “ESA”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • October 21st, 2015 • National CineMedia, LLC • Services-advertising
This Separation and General Release Agreement (“Agreement”) is made and entered by and among Kurt C. Hall (“Hall”) and National CineMedia, Inc. (“NCM Inc.” or the “Company”) and National CineMedia, LLC (“NCM LLC”).
March 14, 2017Waiver of Most Favored Nations Rights and Consent to Contemplated Transactions • March 15th, 2017 • National CineMedia, LLC • Services-advertising
FIRST AMENDMENT TO AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENTExhibitor Services Agreement • March 15th, 2017 • National CineMedia, LLC • Services-advertising
This Amendment, dated as of March 9, 2017, (this Amendment), to the Amended and Restated Exhibitor Services Agreement between National CineMedia, LLC (NCM) and American Multi-Cinema, Inc. (AMC), dated as of February 13, 2007 and amended and restated as of December 26, 2013 (the ESA) is entered into by the parties to the ESA. Capitalized terms used but not defined herein shall have the respective meanings specified in the ESA.
DIRECTOR SERVICE AGREEMENTDirector Service Agreement • January 26th, 2016 • National CineMedia, LLC • Services-advertising • Colorado
THIS DIRECTOR SERVICE AGREEMENT (this “Agreement”) is made this 22, day of January 2016, by and among National CineMedia, Inc. (“NCM Inc.” or the “Company”) and National CineMedia, LLC (“NCM LLC”) and Scott Schneider (the “Director”).
Re: Retention Bonus AgreementRetention Bonus Agreement • July 19th, 2016 • National CineMedia, LLC • Services-advertising • Colorado
We are pleased to offer you (“you” or “Employee”) the following Retention Bonus Agreement (the “Agreement”). The purpose of this Agreement is to reward you for your continued service to National CineMedia, Inc. (“NCM” or the “Company”).
FIRST AMENDMENT TO AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENTExhibitor Services Agreement • March 15th, 2017 • National CineMedia, LLC • Services-advertising
This Amendment, dated as of March 9, 2017, (this Amendment), to the Amended and Restated Exhibitor Services Agreement between National CineMedia, LLC (NCM) and Regal Cinemas, Inc. (Regal), dated as of February 13, 2007 and amended and restated as of December 26, 2013 (the ESA) is entered into by the parties to the ESA. Capitalized terms used but not defined herein shall have the respective meanings specified in the ESA.
2,000,000 Shares NATIONAL CINEMEDIA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2013 • National CineMedia, LLC • Services-advertising • New York
SEPARATION AGREEMENT, GENERAL RELEASE AND CONSULTING AGREEMENTSeparation Agreement, General Release and Consulting Agreement • November 7th, 2017 • National CineMedia, LLC • Services-advertising • Colorado
This Separation Agreement, General Release and Consulting Agreement (“Agreement”) is entered into by and among National CineMedia, Inc. and National CineMedia, LLC (together, the “Company” or “NCM”) and Ralph E. Hardy (“Executive” or “Hardy” or “Consultant”) (collectively, the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • October 21st, 2015 • National CineMedia, LLC • Services-advertising • Colorado
THIS CONSULTING AGREEMENT (this “Agreement”) is made this 18th day of October 2015, by and among National CineMedia, Inc. (“NCM Inc.” or the “Company”) and National CineMedia, LLC (“NCM LLC”) and Kurt C. Hall (“Consultant”).
AMENDMENT NO. 5Credit Agreement • May 7th, 2013 • National CineMedia, LLC • Services-advertising • New York
AMENDMENT NO. 5 (this “Amendment”), dated as of May 2, 2013, amends the CREDIT AGREEMENT (as defined below) and is among Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”), National CineMedia, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and the Issuing Lenders (as defined in the Credit Agreement).
NATIONAL CINEMEDIA, LLC AND WELLS FARGO BANK, NATIONAL ASSOCIATION AS TRUSTEE 5.875% SENIOR SECURED NOTES DUE 2028 INDENTURE DATED AS OF OCTOBER 8, 2019Indenture • October 8th, 2019 • National CineMedia, LLC • Services-advertising • New York
INDENTURE dated as of October 8, 2019, between NATIONAL CINEMEDIA, LLC, a Delaware limited liability company (the “Company”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). Certain capitalized terms used herein have the respective meanings set forth in Article I.
AGREEMENT AND PLAN OF MERGER among SV HOLDCO, LLC and ACQUIROR SUB 1, LLC and ACQUIROR SUB 2, LLC and NATIONAL CINEMEDIA, INC. and SCREENVISION, LLC dated as of May 5, 2014Merger Agreement • May 6th, 2014 • National CineMedia, LLC • Services-advertising • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of May 5, 2014, is entered into by and among SCREENVISION, LLC, a Delaware limited liability company (the “Company”), and NATIONAL CINEMEDIA, INC., a Delaware corporation (“Parent”), ACQUIROR SUB 1, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Sub 1”), ACQUIROR SUB 2, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Acquiror”), and SV HOLDCO, LLC, a Delaware limited liability company (the “Company Member”).
NATIONAL CINEMEDIA, LLC AND WELLS FARGO BANK, NATIONAL ASSOCIATION AS TRUSTEE 6.00% SENIOR SECURED NOTES DUE 2022 INDENTURE DATED AS OF APRIL 27, 2012Indenture • April 30th, 2012 • National CineMedia, LLC • Services-advertising • New York
INDENTURE dated as of April 27, 2012, between NATIONAL CINEMEDIA, LLC, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”). Certain capitalized terms used herein have the respective meanings set forth in Article I.
AMENDMENT NO. 3Credit Agreement • April 30th, 2012 • National CineMedia, LLC • Services-advertising • New York
AMENDMENT NO. 3 (this “Amendment”), dated as of April 27, 2012, amends the (i) CREDIT AGREEMENT (as defined below) and (ii) GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 13, 2007, as amended, supplemented or otherwise modified prior to the date hereof (the “Guarantee and Collateral Agreement”), among each of the Grantors (as defined therein) from time to time parties thereto and Barclays Bank PLC (as successor to Lehman Commercial Paper Inc.), as administrative agent (in such capacity, the “Administrative Agent”), and is among National CineMedia, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Amendment, the Administrative Agent and the other parties listed on the signature pages hereto. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
AMENDMENT NO. 4Credit Agreement • November 28th, 2012 • National CineMedia, LLC • Services-advertising • New York
AMENDMENT NO. 4 (this “Amendment”), dated as of November 26, 2012, amends and restates the EXISTINGCREDIT AGREEMENT (as defined below) and is among Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”), National CineMedia, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and the Issuing Lenders (as defined in the Existing Credit Agreement).
DIRECTOR SERVICE AGREEMENTDirector Service Agreement • May 4th, 2017 • National CineMedia, LLC • Services-advertising • Colorado
THIS DIRECTOR SERVICE AGREEMENT (this “Agreement”) is made this 28th day of April 2017, by and among National CineMedia, Inc. (“NCM Inc.” or the “Company”) and National CineMedia, LLC (“NCM LLC”) and Scott Schneider (the “Director”).
SECOND AMENDMENT TO AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENTExhibitor Services Agreement • September 17th, 2019 • National CineMedia, LLC • Services-advertising
This Second Amendment to Amended and Restated Exhibitor Services Agreement (this “Amendment”), dated September 17, 2019 (the “Amendment Effective Date”), is by and between National CineMedia, LLC (“LLC”) and Regal Cinemas, Inc. (“Regal”). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Amended and Restated Exhibitor Services Agreement between LLC and Regal, dated as of February 13, 2007, amended and restated as of December 26, 2013 and amended on March 9, 2017 (the “ESA”).
AMENDMENT NO. 6Credit Agreement • July 3rd, 2014 • National CineMedia, LLC • Services-advertising • New York
This AMENDMENT NO. 6 (this “Amendment”), dated as of July 2, 2014, amends the Credit Agreement (as defined below) and is among Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”), National CineMedia, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities parties thereto (the “Lenders”), the Swing Line Lender and the Issuing Lenders (as defined in the Credit Agreement).
NCM and AMC Reach Agreement Allowing AMC to Comply with DOJ’s Final Order on Carmike MergerExhibitor Services Agreement • March 15th, 2017 • National CineMedia, LLC • Services-advertising
CENTENNIAL, CO — March 10, 2017 — National CineMedia, Inc. (NCM) and American Multi-Cinema, Inc. (AMC) and have reached an agreement that enables AMC to comply with the Department of Justice’s (DOJ) Final Order on its acquisition of Carmike Cinemas, Inc. while reaffirming the companies’ commitment to their continued partnership.
THIRD AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NATIONAL CINEMEDIA, LLCLimited Liability Company Operating Agreement • September 9th, 2013 • National CineMedia, LLC • Services-advertising
This Third Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement (this “Amendment”) of National CineMedia, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of September 3, 2013, by and among each of the parties hereto and amends the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC, dated as of February 13, 2007 (the “Third Amended Agreement”), as amended by the First Amendment to the Third Amended Agreement, dated as of March 16, 2009 (the “First Amendment”), the Second Amendment to the Third Amended Agreement, dated as of August 6, 2010 (the “Second Amendment,” and together with the Third Amended Agreement, as so amended by the First Amendment and the Second Amendment, the “LLC Agreement”).
