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
EXHIBITOR SERVICES AGREEMENT BETWEEN NATIONAL CINEMEDIA, LLC AND CINEMARK USA, INC. DATED AS OF FEBRUARY 13, 2007Exhibitor Services Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware
THIS EXHIBITOR SERVICES AGREEMENT (this “Agreement”) is entered into and effective as of February 13, 2007 (the “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 • 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”).
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”).
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”).
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
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”).
EXHIBITOR SERVICES AGREEMENT BETWEEN NATIONAL CINEMEDIA, LLC AND AMERICAN MULTI-CINEMA, INC. DATED AS OF FEBRUARY 13, 2007Exhibitor Services Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware
THIS EXHIBITOR SERVICES AGREEMENT (this “Agreement”) is entered into and effective as of February 13, 2007 (the “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”).
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.”).
COMMON UNIT ADJUSTMENT AGREEMENTCommon Unit Adjustment Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware
This COMMON UNIT ADJUSTMENT AGREEMENT (this “Agreement”), dated as of February 13, 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 Multi-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.
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware
THIS DIRECTOR DESIGNATION AGREEMENT dated as of February 13, 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.
SECOND AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENTSoftware License Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising
This Second Amended and Restated Software License Agreement (this “Agreement”) is made and entered into as of February 13, 2007 (“Effective Date”) by and among American Multi-Cinema, Inc., a Missouri corporation (“AMC”), Regal CineMedia Corporation, a Virginia corporation (“Regal”), Cinemark USA, Inc., a Texas corporation (“Cinemark”), Digital Cinema Implementation Partners, LLC (“DCIP”) and National CineMedia, LLC (the “Company”), and amends and restates in its entirety the Amended and Restated Software License Agreement by and among AMC, Regal, Cinemark, and the Company dated as of July 15, 2005 (the “First Amended and Restated Agreement”), which in turn amended and restated in its entirety the Software License Agreement by and among AMC, Regal, and the Company dated as of March 29, 2005 (the “Original Agreement”). AMC, Regal and Cinemark are at times collectively referred to herein as the “Exhibitors,” and together with DCIP and the Company, are at times together referred to herein
EXHIBITOR SERVICES AGREEMENT BETWEEN NATIONAL CINEMEDIA, LLC AND REGAL CINEMAS, INC. DATED AS OF FEBRUARY 13, 2007Exhibitor Services Agreement • February 16th, 2007 • National CineMedia, Inc. • Services-advertising • Delaware
THIS EXHIBITOR SERVICES AGREEMENT (this “Agreement”) is entered into and effective as of February 13, 2007 (the “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”).
