SEC Filings

AMENDED AND RESTATED

EXHIBITOR SERVICES AGREEMENT

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”).

BACKGROUND

WHEREAS, American Multi-Cinema, Inc. (“AMC”), AMC Showplace Theatres, Inc. (“AMC Showplace”), Regal Cinemas, Inc. (“Regal”), Regal CineMedia Holdings, LLC (“RCH”) and Cinemark Media, Inc. (“Cinemark Media”) are parties to that certain Third Amended and Restated Limited Liability Company Operating Agreement, dated as of February 13, 2007, as amended (the “LLC Agreement”), which governs the rights and obligations of AMC, AMC Showplace, Regal, RCH and Cinemark Media (collectively, the “Founding Members”) and National CineMedia, Inc. (“National CineMedia”) as Members of the LLC; and

WHEREAS, LLC and Cinemark are parties to that certain Exhibitor Services Agreement dated as of February 13, 2007 (the “Original Agreement”), which has been subsequently amended by the Amendments (as defined below), pursuant to which LLC provides Cinemark certain advertising and digital programming services; and

WHEREAS, LLC and Cinemark are parties to that certain Amendment to Exhibitor Services Agreement dated as of November 5, 2008 (the “First Amendment”); and

WHEREAS, LLC and Cinemark are parties to that certain Second Amendment to Exhibitor Services Agreement dated as of October 1, 2010 (the “Second Amendment”); and

WHEREAS, LLC and Cinemark are parties to that certain Third Amendment to Exhibitor Services Agreement dated as of April 17, 2012 (the “Third Amendment”; the First Amendment, the Second Amendment and the Third Amendment are referred to herein as the “Amendments”); and

WHEREAS, in anticipation of (a) the assignment of LLC’s rights and obligations under the Original Agreement, as amended by the Amendments, with respect to digital programming services to Alternative Content JV (as defined herein), (b) the assumption by Alternative Content JV of such rights and obligations and (c) LLC and Alternative Content JV entering into the Alternative Content Services Agreement (as defined herein), the Parties are hereby (x) dividing the Original Agreement, as amended by the Amendments, into two separate agreements, one of which will address rights and obligations of the Parties related to Advertising Services (as defined herein) and the other of which will address rights and obligations of the Parties related to digital programming services, (y) incorporating the Amendments (to the extent relating to Advertising Services) into this Agreement and amending and restating the Parties’ respective rights and obligations as they relate to Advertising Services in this Agreement, and (z) incorporating the Amendments (to the extent relating to digital programming services) into, and amending and restating the Parties’ respective rights and obligations as they relate to digital programming services in, a Digital Programming Exhibitor Services Agreement (as defined herein); and