To: NATIONAL CINEMEDIA, LLC (the “Counterparty”) Attn: David Oddo Fax No: 0013037928829 From: BARCLAYS BANK PLC (LONDON HEAD OFFICE) (“Barclays”) Date: December 13, 2012 Reference: nyk0d28e0f2 / 3700890B / 11674032
Exhibit 10.37.2
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Tel: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇ ▇▇ |
| To: |
NATIONAL CINEMEDIA, LLC (the “Counterparty”) | |
| Attn: |
▇▇▇▇▇ ▇▇▇▇ | |
| Fax No: |
▇▇▇▇▇▇▇▇▇▇▇▇▇ | |
| From: |
BARCLAYS BANK PLC (LONDON HEAD OFFICE) (“Barclays”) | |
| Date: |
December 13, 2012 | |
| Reference: |
nyk0d28e0f2 / 3700890B / 11674032 | |
Amended Cancellation of Interest Rate Swap Transaction
THIS CANCELLATION AGREEMENT is made on November 26, 2012
Between Barclays and Counterparty
WHEREAS Barclays and Counterparty have entered into a certain transaction detailed in the attached Schedule which is subject to the ISDA Master Agreement dated as of February 4, 2010, as amended or supplemented (the “Transaction” and the “Agreement” respectively), the parties hereto have agreed to cancel the Transaction upon the following terms. The purpose of this Cancellation of Transaction agreement (this Confirmation) is to confirm the terms and conditions of the Cancellation of Transaction agreed between us on the Cancellation Date specified below (the Transaction). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified above.
| Cancellation Date: |
November 26, 2012 | |
| Cancellation Fee: |
USD 6,339,600.00 | |
| Payer: |
Counterparty | |
| Payee: |
Barclays | |
| Payment Date: |
November 26, 2012 | |
| Barclays Account Details: |
Correspondent: BARCLAYS BANK PLC-NEW | |
| YORK | ||
| BIC: ▇▇▇▇▇▇▇▇▇▇▇ | ||
| Account: 050019228 | ||
| Barclays Account Details: |
Beneficiary: Barclays Bank PLC | |
1. In consideration of the payment of the Cancellation Fee by the Payer to the Payee on the Payment Date, the Transaction is hereby cancelled with effect from the Cancellation Date such that no further rights or obligations
Barclays offers premier investment banking products and services to its clients through Barclays Bank PLC, Barclays Bank PLC is authorised and regulated by the UK Financial Services Authority and a member of the London Stock Exchange. Barclays Bank PLC is registered in England No. 1026167. Registered Office: ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇.
shall arise in relation to either party, except that, any obligation of either party under the Transaction which became due on or before the Cancellation Date shall remain due until paid or discharged; and
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2. Counterparty hereby releases Barclays from any and all obligations and liability after the Cancellation Date under or in connection with the Transaction.
3. Barclays hereby releases Counterparty from any and all obligations and liability after the Cancellation Date under or in connection with the Transaction.
4. The foregoing is the entire agreement and understanding between the parties with respect to the subject matter hereof.
5. Capitalised terms used herein and not defined in this Cancellation Agreement will have the meanings ascribed to them in the Agreement. Any reference to the singular shall include the plural.
6. This Cancellation Agreement shall be governed by and construed in accordance with the governing law of the Agreement.
SCHEDULE
| Reference: |
nyk0d28e0f2 | |
| Type of Transaction: |
Interest Rate Swap Transaction | |
| Trade Date: |
February 4, 2010 | |
| Notional Amount: |
USD 56,250,000.00 | |
| Effective Date: |
December 14, 2009 | |
| Termination Date: |
February 13, 2015 | |
| Fixed Rate Payer: |
Counterparty | |
| Floating Rate Payer: |
Barclays | |
| Fixed Rate: |
4.984% per annum | |
Please confirm that the foregoing correctly sets forth all the terms and conditions of our agreement with respect to the Swap Transaction by responding within three (3) Business Days by promptly signing in the space provided below and faxing the signed copy to Incoming Transaction Documentation, Barclays Global OTC Transaction Documentation & Management, Global Operations, Fax ▇(▇) ▇▇▇-▇▇▇-▇▇▇▇, Tel ▇(▇) ▇▇▇-▇▇▇-▇▇▇▇, Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.
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| For and on behalf of BARCLAYS BANK PLC |
For and on behalf of NATIONAL CINEMEDIA, LLC | |||
| By: National CineMedia, Inc. its Manager | ||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| NAME: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Authorised Signatory Date: 14 December 2012 |
NAME: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Authorised Signatory EVP/CFO Date: 1/11/13 | |||
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