Contract

Exhibit 10.1

LOGO

12 June 2007

To: NATIONAL CINEMEDIA, LLC

Attn: David Oddo

Fax: 13037928668

Re: Swap Transaction Ref. No. HR6K9

THIS CONFIRMATION AMENDS AND RESTATES IN ITS ENTIRETY THE PREVIOUS CONFIRMATION FOR THIS TRANSACTION

Amendment: ATE removed, ISDA Master Agreement date added

Dear Sir or Madam:

The purpose of this letter agreement is to set forth the terms and conditions of the transaction entered into between MORGAN STANLEY CAPITAL SERVICES INC. and National Cinemedia, LLC on the Trade Date specified below (the “Transaction”). This facsimile constitutes a “Confirmation” as referred to in the Agreement as specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (the “Definitions”) as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. For these purposes, all references in the Definitions to a “Swap Transaction” shall be deemed to apply to the Transaction referred to herein. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of March 2, 2007, as amended and supplemented from time to time (the “Agreement”) between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

This confirmation will be governed by and construed in accordance with New York Law without choice of law doctrine, provided that this provision will be superseded by any choice of law provision contained in the Agreement to be executed between us.

The terms of the particular Transaction to which this Confirmation relates are as follows:

 

Party A:    MORGAN STANLEY CAPITAL SERVICES INC.
Party A Credit Support:    Payments guaranteed by Morgan Stanley   
Party B:    NATIONAL CINEMEDIA, LLC   
Notional Amount:    USD 137,500,000   
Trade Date:    2 March 2007   
Effective Date:    13 March 2007   
Termination Date:    13 February 2015, subject to adjustment in accordance with the Modified Following Business Day Convention.


Floating Amounts      
Floating Rate Payer:    Party A
Floating Rate Payer Notional Amount:    USD 137,500,000
Floating Rate Payer Payment Dates:    On 13 March, 13 June, 13 September And 13 December in each year, from and including 13 June 2007 to and including 13 December 2014 with a final payment on 13 February 2015, subject to adjustment in accordance with the Modified Following Business Day Convention
Floating Rate Option:    USD-LIBOR-BBA
Designated Maturity:    3 Months, except for the final Calculation Period which shall be the Linear Interpolation between two months and three months.
Floating Rate Day Count Fraction:    ACTUAL/360
Reset Dates:    The first day of each Calculation Period   
Fixed Amounts      
Fixed Rate Payer:    Party B   
Fixed Rate Payer Notional Amount:    USD 137,500,000   
Fixed Rate Payer Payment Dates:    On 13 March, 13 June, 13 September And 13 December in each year, from and including 13 June 2007 to and including 13 December 2014 with a final payment on 13 February 2015, subject to adjustment in accordance with the Modified Following Business Day Convention
Fixed Rate:    4.984000 %   
Fixed Rate Day Count Fraction:    ACTUAL/360   
Business Days for Payment    London And New York   
Calculation Agent:    Party A, or as specified in the Agreement   

Other Provisions:

None

     


Account Details:      
Account for payments to Party A:      
Account for payments in USD :    As per Standard Settlement Instructions   
Account for payments to Party B:      
Account for payments in USD :    Please supply details   

Documentation and Operations

Contacts:

     
Documentation:      
Institutional Clients:   

Hotline: +1-212-761-2996

Facsimile: +1-212-404-4726

Email: Derivative.Confirms.Americas@morganstanley.com

Interbank Clients:   

Hotline: +1-410-534-1593

Facsimile: +1-212-404-4726

Email: Derivative.Confirms.Americas@morganstanley.com

Operations:   

Telephone New York (212) 761 4662

Facsimile New York (410) 534 1431

Confirmation:

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation, our Reference No. HR6K9, and returning it to us by sending to us a facsimile substantially similar to this facsimile which sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms. We are delighted to have executed this Transaction with you and look forward to working with you again.

 

Yours sincerely,
By:  

/s/ David N. Moore

Name:   David N. Moore
Title:   Vice President
MORGAN STANLEY CAPITAL SERVICES INC.

Confirmed as of the date first written above:

NATIONAL CINEMEDIA, LLC

 

By:  

/s/ Gary W. Ferrera

Name:   Gary W. Ferrera
Title:   Executive Vice President and Chief Financial Officer