LOAN, SECURITY AND GUARANTEE AGREEMENT Dated as of August 7, 2023 NATIONAL CINEMEDIA, LLC, and CERTAIN OTHER PERSONS FROM TIME TO TIME DESIGNATED AS A BORROWER HEREUNDER, as Borrowers, CERTAIN OTHER PERSONS FROM TIME TO TIME DESIGNATED AS A GUARANTOR...Loan, Security and Guarantee Agreement • August 7th, 2023 • National CineMedia, Inc. • Services-advertising • New York
THIS LOAN, SECURITY AND GUARANTEE AGREEMENT (this “Agreement”) is dated as of August 7, 2023, among NATIONAL CINEMEDIA, LLC, a Delaware limited liability company (“NCM”, and together with any other Person from time to time designated as a borrower hereunder, collectively, the “Borrowers” and each, individually, a “Borrower”), the other Obligors from time to time party hereto, the financial institutions party to this Agreement from time to time as Lenders, and CIT NORTHBRIDGE CREDIT LLC, a Delaware limited liability company (“CNC”), as agent for the Secured Parties (in such capacity, “Agent”).
FIFTH AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF NATIONAL CINEMEDIA, LLCLimited Liability Company Operating Agreement • August 7th, 2023 • National CineMedia, Inc. • Services-advertising
This Fifth 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 August 7, 2023, 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”), the Third Amendment to the Third Amended Agreement, dated as of September 3, 2013 (the “Third Amendment”) and the Fourth Amendment to the Third Amended Agreement, dated as of January 23, 2019 (together with the Third Amended Agreement, the First Amendment, the Second Amendment, and the Third Amendment, the
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • August 7th, 2023 • National CineMedia, Inc. • Services-advertising • Delaware
THIS DIRECTOR DESIGNATION AGREEMENT dated as of August 7, 2023 (this “Agreement”), is among National CineMedia, Inc., a Delaware corporation (“NCM Inc.”), and the members of the designating committee (the “Consenting Creditor Designation Committee”) set forth on Exhibit A, as such exhibit shall be amended from time to time (each, in such capacity, a “Committee Designator”), and Blantyre Capital Limited (“Blantyre”), as a party with individual rights hereunder (in such capacity, the “Blantyre Designator”, and collectively with the Committee Designators, the “Designators”). Certain terms used in this Agreement are defined in Section 1.1.
