NATIONAL CINEMEDIA, LLC AND WELLS FARGO BANK, NATIONAL ASSOCIATION AS TRUSTEE 7.875% SENIOR NOTES DUE 2021 INDENTURE DATED AS OF JULY 5, 2011Indenture • July 7th, 2011 • National CineMedia, Inc. • Services-advertising • New York
INDENTURE dated as of July 5, 2011, 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.
CREDIT AGREEMENT among NATIONAL CINEMEDIA, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC. and as Arrangers JPMORGAN CHASE BANK, N.A., as Syndication Agent CREDIT SUISSE (USA) LLC and MORGAN STANLEY SENIOR...Credit Agreement • February 6th, 2007 • National CineMedia, Inc. • Services-advertising • New York
CREDIT AGREEMENT, dated as of February [__], 2007, 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”), Lehman Brothers Inc. and J.P. Morgan Securities, Inc., as joint lead arrangers (in such capacity, the “Arrangers”), JPMorgan Chase Bank, N.A., as syndication agent (in such capacity, the “Syndication Agent”), Credit Suisse (USA) LLC and Morgan Stanley Senior Funding, Inc., as co-documentation agents (in such capacity, the “Co-Documentation Agents”) and Lehman Commercial Paper Inc., as administrative agent (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2022 • National CineMedia, Inc. • Services-advertising • Colorado
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between National CineMedia, Inc. (the “Company or Employer”), and Thomas F. Lesinski (“Executive”, and together with the Company or Employer, the “Parties”), is entered into as of July 20, 2022 (the “Execution Date”) and shall take effect as of August 1, 2022 (the “Effective Date”). Until the Effective Date, Executive’s Employment Agreement with the Company, dated August 1, 2019, (the “Initial Agreement”), will remain in force and effect and continue to govern Executive’s employment with the Company. In consideration of the covenants and agreements contained herein, the Parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made effective as of February 13, 2007, among National CineMedia, Inc., a Delaware corporation (“NCM Inc.”, the “Company”), National CineMedia, LLC, a Delaware limited liability company (“NCM LLC”), and Gary W. Ferrera (the “Executive”).
NATIONAL CINEMEDIA, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT DATED AS OF FEBRUARY 13, 2007Limited Liability Company Operating Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware
SECOND AMENDMENT TO EXHIBITOR SERVICES AGREEMENTExhibitor Services Agreement • October 6th, 2010 • National CineMedia, Inc. • Services-advertising
This SECOND AMENDMENT TO EXHIBITOR SERVICES AGREEMENT (this “Amendment”), dated as of October 1, 2010, is between REGAL CINEMAS, INC., a Tennessee corporation (“FM”), and NATIONAL CINEMEDIA, LLC, a Delaware limited liability company (“LLC”).
AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT BETWEEN NATIONAL CINEMEDIA, LLC AND CINEMARK USA, INC. DATED AS OF FEBRUARY 13, 2007 AND AMENDED AND RESTATED AS OF DECEMBER 26, 2013Exhibitor Services Agreement • February 21st, 2014 • National CineMedia, Inc. • Services-advertising • Delaware
THIS AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT (this “Agreement”) is entered into as of December 26, 2013 (the “Restated Effective Date”) by and between National CineMedia, LLC, a Delaware limited liability company (“LLC”), and Cinemark USA, Inc., a Texas corporation (“Cinemark,” and with LLC, each a “Party” and collectively, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2011 • National CineMedia, Inc. • Services-advertising • New York
This REGISTRATION RIGHTS AGREEMENT dated July 5, 2011 (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”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2009 • National CineMedia, Inc. • Services-advertising
This First Amendment to Employment Agreement is entered into, among National CineMedia, Inc., a Delaware corporation (the “Company” or “NCM, Inc.”), National CineMedia, LLC, a Delaware limited liability company (“NCM LLC”), and Ralph E. Hardy (the “Executive”) to be effective as of January 1, 2009 (the “Effective Date”), unless otherwise provided
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • January 6th, 2022 • National CineMedia, Inc. • Services-advertising • New York
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2007 (the “Effective Date”), between NATIONAL CINEMEDIA, LLC, a Delaware limited liability company (“NCM LLC”), and NATIONAL CINEMEDIA, INC., a Delaware corporation (“NCM Inc.”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 7th, 2018 • National CineMedia, Inc. • Services-advertising • Delaware
THIS INDEMNIFICATION AGREEMENT, effective as of ________, is made by and between National CineMedia, Inc., a Delaware corporation (the “Company”) and _____________ (the “Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2015 • National CineMedia, Inc. • Services-advertising • Colorado
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, (this “Agreement”), is made effective as of May 8, 2015, between National CineMedia, Inc., a Delaware corporation (“NCM” or the “Company”), and Clifford E. Marks (the “Executive”).
TAX RECEIVABLE AGREEMENT among NATIONAL CINEMEDIA, INC., NATIONAL CINEMEDIA, LLC, REGAL CINEMEDIA HOLDINGS, LLC, CINEMARK MEDIA, INC., REGAL CINEMAS, INC., AMERICAN MULTI-CINEMA, INC., and CINEMARK USA, INC. DATED AS OF FEBRUARY 13, 2007Tax Receivable Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 13, 2007, by and among National CineMedia, Inc., a Delaware corporation (“NCM Inc.”), National CineMedia, LLC, a Delaware limited liability company (“NCM LLC”), Regal CineMedia Holdings, LLC, a Delaware limited liability company (“Regal Founding Member”), Cinemark Media, Inc., a Delaware corporation (“Cinemark Founding Member”), Regal Cinemas, Inc., a Tennessee corporation (“Regal ESA Party”), American Multi-Cinema, Inc., a Missouri corporation (“AMCI”), and Cinemark USA, Inc., a Texas corporation (“Cinemark ESA Party”).
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”).
CREDIT AGREEMENT amongCredit Agreement • June 25th, 2018 • National CineMedia, Inc. • Services-advertising • New York
CREDIT AGREEMENT, dated as of June 20, 2018, 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”), and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
NATIONAL CINEMEDIA, INC. 2020 OMNIBUS INCENTIVE PLAN 20XX PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT Performance Period: Fiscal Year [___] - Fiscal Year [____]Restricted Stock Unit Agreement • November 2nd, 2020 • National CineMedia, Inc. • Services-advertising • Delaware
The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted an award of Performance-Based Restricted Stock Units under the National CineMedia, Inc. 2020 Omnibus Incentive Plan (the “Plan”), to the Grantee named below. This Performance- Based Restricted Stock Unit Agreement (the “Agreement”) evidences the terms of the Company’s grant of Restricted Stock Units, each representing the right to receive one share of the Company’s Common Stock, on the terms and subject to the conditions set forth herein and in the Plan. Any capitalized term in this Agreement shall have the meaning assigned to it in this Agreement or in the Plan, as applicable.
AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT BETWEEN NATIONAL CINEMEDIA, LLC AND REGAL CINEMAS, INC. DATED AS OF FEBRUARY 13, 2007 AND AMENDED AND RESTATED AS OF DECEMBER 26, 2013Exhibitor Services Agreement • February 21st, 2014 • National CineMedia, Inc. • Services-advertising • Delaware
THIS AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT (this “Agreement”) is entered into as of December 26, 2013 (the “Restated Effective Date”) by and between National CineMedia, LLC, a Delaware limited liability company (“LLC”), and Regal Cinemas, Inc., a Tennessee corporation (“Regal,” and with LLC, each a “Party” and collectively, the “Parties”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 13th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware
THIS INDEMNIFICATION AGREEMENT, dated as of February , 2007, is made by and between National CineMedia, Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”).
EXHIBITOR SERVICES AGREEMENT BETWEEN NATIONAL CINEMEDIA, LLC AND [CIRCUIT A] DATED AS OF , 2007Exhibitor Services Agreement • December 21st, 2006 • National CineMedia, Inc. • Services-advertising • Delaware
THIS EXHIBITOR SERVICES AGREEMENT (this “Agreement”) is entered into and effective as of , 2007 (the “Effective Date”) by and between National CineMedia, LLC, a Delaware limited liability company (“LLC”), and [Circuit A], a [Insert state and type of entity] (“[Circuit A],” and with LLC, each a “Party” and collectively, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware
This Registration Rights Agreement (this “Agreement”) is entered into as of February 13, 2007 by and among National CineMedia, Inc., a Delaware corporation (the “Company”), American Multi-Cinema, Inc., a Missouri corporation, Regal CineMedia Holdings, LLC, a Delaware limited liability company, and Cinemark Media, Inc., a Delaware corporation (each, including any Affiliate or Permitted Transferee thereof who is a subsequent holder of any Registrable Securities, a “Founding Member” and collectively the “Founding Members”). The Company and the Founding Members are parties to the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC (“NCM LLC”), dated February 13, 2007 (the “Operating Agreement”).
NATIONAL CINEMEDIA, INC. 2016 EQUITY INCENTIVE PLAN 2017 RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 24th, 2017 • National CineMedia, Inc. • 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.
FIRST AMENDED AND RESTATED LOEWS SCREEN INTEGRATION AGREEMENTLoews Screen Integration Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware
THIS FIRST AMENDED AND RESTATED LOEWS SCREEN INTEGRATION AGREEMENT (this “Agreement”) is made and entered into as of February 13, 2007, between NATIONAL CINEMEDIA, LLC, a Delaware limited liability company (“NCM LLC”) and AMERICAN MULTI-CINEMA, INC., a Missouri corporation (“AMC;” collectively with NCM LLC, the “Parties”).
Number of Shares] NATIONAL CINEMEDIA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2007 • National CineMedia, Inc. • Services-advertising • New York
NATIONAL CINEMEDIA, INC.Restricted Stock Agreement • February 27th, 2015 • National CineMedia, Inc. • 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. 2007 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.
COMMON UNIT SUBSCRIPTION AGREEMENTCommon Unit Subscription Agreement • January 24th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware
THIS COMMON UNIT SUBSCRIPTION AGREEMENT dated as of [ ], 2007 (this “Agreement”), is between National CineMedia, Inc., a Delaware corporation (“NCM Inc.”), and National CineMedia, LLC, a Delaware limited liability company (“NCM LLC”). Certain terms used in this Agreement are defined in Section 1.1.
NATIONAL CINEMEDIA, INC.Restricted Stock Agreement • February 25th, 2011 • National CineMedia, Inc. • 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. 2007 Equity Incentive Plan (the “Plan”), as well as the possible right to be issued additional shares of Stock (the “Additional Shares”), to the Grantee named below. This Restricted Stock Agreement (the “Agreement”) evidences the terms of the Company’s grant of Restricted Stock, and the possible grant of Additional Shares, to Grantee.
CREDIT AGREEMENT among NATIONAL CINEMEDIA, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC. and J.P. MORGAN SECURITIES, INC., as Arrangers JPMORGAN CHASE BANK, N.A., as Syndication Agent CREDIT SUISSE (USA)...Credit Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 13, 2007, made by National CineMedia, LLC, a Delaware limited liability company (the “Borrower,” and together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions and entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of February 13, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), Lehman Brothers Inc. and J.P. Morgan Securities, Inc., as joint lead arrangers (in such capacity, the “Arrangers”), JPMorgan Chase Bank, N.A., as syndication agent (in such capacity, the “Syndication Agent”), Credit Suisse (USA) LL
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 3rd, 2020 • National CineMedia, Inc. • Services-advertising • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • Colorado
This EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of February 13, 2007 (the “Effective Date”) by and among National CineMedia, Inc., a Delaware corporation (“NCM Inc.”, the “Company”), National CineMedia, LLC, a Delaware limited liability company (“NCM LLC”), and Kurt C. Hall (“Executive”).
AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT BETWEEN NATIONAL CINEMEDIA, LLC AND AMERICAN MULTI-CINEMA, INC. DATED AS OF FEBRUARY 13, 2007 AND AMENDED AND RESTATED AS OF DECEMBER 26, 2013Exhibitor Services Agreement • February 21st, 2014 • National CineMedia, Inc. • Services-advertising • Delaware
THIS AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT (this “Agreement”) is entered into as of December 26, 2013 (the “Restated Effective Date”) by and between National CineMedia, LLC, a Delaware limited liability company (“LLC”), and American Multi-Cinema, Inc., a Missouri corporation (“AMC,” and with LLC, each a “Party” and collectively, the “Parties”).
NATIONAL CINEMEDIA, INC.Restricted Stock Unit Agreement • April 29th, 2016 • National CineMedia, Inc. • Services-advertising • Delaware
The Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted Restricted Stock Units issued under the National CineMedia, Inc. 2016 Equity Incentive Plan, as amended (the “Plan”) to the Grantee named below. This Restricted Stock Unit Agreement (the “Agreement”) evidences the terms of the Company’s grant of Restricted Stock Units to Grantee. Any capitalized term in this Agreement shall have the meaning assigned to it in this Agreement or in the Plan, as applicable.
National CineMedia, Inc. Centennial, Colorado 80111Letter Agreement • June 1st, 2018 • National CineMedia, Inc. • Services-advertising • Delaware
This letter agreement (this “Agreement”) constitutes the agreement between National CineMedia, Inc., a Delaware corporation (the “Company”), and Standard General L.P., a Delaware limited partnership (the “Investor”). Each of the Company and the Investor is individually a “Party” and collectively, they are the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in paragraph 8 hereof.
AMENDMENT, RESIGNATION, WAIVER, CONSENT AND APPOINTMENT AGREEMENTConsent and Appointment Agreement • April 6th, 2010 • National CineMedia, Inc. • Services-advertising • New York
This Amendment, Resignation, Waiver, Consent and Appointment Agreement (this “Agreement”) is entered into as of March 31, 2010, by and among Lehman Commercial Paper Inc. (“Lehman”), a debtor and debtor in possession under chapter 11 of the Bankruptcy Code (defined below) acting alone or through one or more of its branches, as the Administrative Agent and Swing Line Lender, (in such capacities, the “Existing Agent”) and as a Revolving Credit Lender under that certain Credit Agreement (as defined below), the Required Lenders party hereto, Successor Agent (as defined below), each Loan Party, and National Cinemedia, LLC, (the “Borrower”). Defined terms in the Credit Agreement have the same meanings where used herein, unless otherwise defined.
NATIONAL CINEMEDIA, INC.Nonstatutory Stock Option Agreement • August 3rd, 2020 • National CineMedia, Inc. • Services-advertising • Delaware
The Compensation Committee of the Board of Directors of National CineMedia, Inc., a Delaware corporation (the “Company”), granted an option under the National CineMedia, Inc. 2020 Omnibus Incentive Plan (the “Plan”) to purchase shares of common stock, $0.01 par value per share, of the Company (“Stock”) to the Optionee named below. This Stock Option Agreement (the “Agreement”) evidences the terms of the Company’s grant of an Option to Optionee. Any capitalized term in this Agreement shall have the meaning ascribed to it in this Agreement or the Plan, as applicable.
