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 LLCs 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