REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2012 • National CineMedia, LLC • Services-advertising • New York
This REGISTRATION RIGHTS AGREEMENT dated April 27, 2012 (this “Agreement”) is entered into by and between National CineMedia, LLC, a Delaware limited liability company (the “Issuer”), and Barclays Capital Inc. (“Barclays”), as representative of the initial purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
NATIONAL CINEMEDIA, LLC AND WELLS FARGO BANK, NATIONAL ASSOCIATION AS TRUSTEE 6.00% SENIOR SECURED NOTES DUE 2022 INDENTURE DATED AS OF APRIL 27, 2012Intercreditor Agreement • 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.
