NATIONAL CINEMEDIA, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT DATED AS OF __________ ____, 2007Limited Liability Company Operating Agreement • December 21st, 2006 • National CineMedia, Inc. • Services-advertising • Delaware
This Third Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of National CineMedia, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of __________ ____, 2007, by and among each of the parties hereto and amends and restates in full the Second Amended Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2006 • National CineMedia, Inc. • Services-advertising • Delaware
This Registration Rights Agreement (this “Agreement”) is entered into as of [ ], 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 [ ], 2007 (the “Operating Agreement”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • December 21st, 2006 • National CineMedia, Inc. • Services-advertising • Delaware
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2007 (the “Effective Date”), between NATIONAL CINEMEDIA, LLC, a Delaware limited liability company (“NCM LLC”), and NATIONAL CINEMEDIA, INC., a Delaware corporation (“NCM Inc.”).
COMMON UNIT ADJUSTMENT AGREEMENTCommon Unit Adjustment Agreement • December 21st, 2006 • National CineMedia, Inc. • Services-advertising • Delaware
This COMMON UNIT ADJUSTMENT AGREEMENT (this “Agreement”), dated as of , 2007 (the “Effective Date”), is 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 (the “Regal Founding Member”), American Mutli-Cinema, Inc., a Missouri corporation (the “AMC Founding Member” or the “AMC ESA Party”), Cinemark Media, Inc., a Delaware corporation (the “Cinemark Founding Member”), Regal Cinemas, Inc., a Tennessee corporation (the “Regal ESA Party”), and Cinemark USA, Inc., a Texas corporation (the “Cinemark ESA Party”). Certain terms used in this Agreement are defined in Section 1.
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”).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • December 21st, 2006 • National CineMedia, Inc. • Services-advertising • Delaware
THIS DIRECTOR DESIGNATION AGREEMENT dated as of , 2007 (this “Agreement”), is among National CineMedia, Inc., a Delaware corporation (“NCM Inc.”), American Multi-Cinema, Inc., a Missouri corporation (“AMC”), Cinemark Media, Inc., a Delaware corporation (“Cinemark Media”), and Regal CineMedia Holdings, LLC, a Delaware limited liability company (“Regal,” and together with AMC and Cinemark Media, including any Affiliate or Permitted Transferee thereof, so long as any Permitted Transferee continues to qualify as a Permitted Transferee, the “Founding Members”). Certain terms used in this Agreement are defined in Section 1.1.
