FIRST AMENDMENT TO MANAGEMENTSERVICESAGREEMENT
This First Amendment (this “Amendment”), dated September 18, 2026 (the “EffectiveDate”), to the Management Services Agreement, dated February 13, 2007 (as amended or supplemented,the“Agreement”),isenteredintobetweenNATIONALCINEMEDIA,LLC,aDelawarelimitedliabilitycompany(“NCMLLC”),andNATIONALCINEMEDIA,INC., aDelawarecorporation(“NCMInc.”).CapitalizedtermsusedbutnotdefinedinthisAmendment shall have the meaning ascribed to such terms in the Agreement.
WHEREAS,ontheEffectiveDate,NCMLLCandcertainofitsaffiliatesareenteringinto the LLC Credit Agreement (as defined below) with the other credit parties thereto; and
WHEREAS, in connection with the LLC Credit Agreement, and in accordance with Section7.4 of the Agreement, NCM LLC and NCM Inc. desire to amend the Agreement in the manner set forth below.
NOW, THEREFORE, in consideration of the covenants and agreements set forth in the Agreement andherein,and forother goodandvaluableconsideration,thereceiptand sufficiency of which are hereby acknowledged, NCM LLC and NCM Inc. agree as follows:
1.
AmendmentstoSection1oftheAgreement.
(a)
Thedefinitionof“AdministrativeAgent”isherebydeletedinitsentiretyand
replacedwiththefollowing:
“Administrative Agent” means Crestline Direct Finance, L.P., a Delaware limited partnership,asadministrativeagentundertheLLCCreditAgreement(whenacting insuchcapacity) and any permittedsuccessors andassignsin accordance withthe terms of the LLC Credit Agreement.
(b)
Anewdefinitionof“CollateralAgent”isherebyinsertedasfollows:
“Collateral Agent” means Crestline Direct Finance, L.P., a Delaware limited partnership, as collateral agent under the LLC Credit Agreement for the Lenders and other Secured Parties (as defined in the LLC Credit Agreement) (when acting insuchcapacity) and any successors and permittedassignsin accordance withthe terms of the LLC Credit Agreement.
(c)
Anewdefinitionof“Lenders”isherebyinsertedasfollows:
“Lenders”meanseach“Lender”andcollectivelythe“Lenders”asdefinedinthe
LLCCreditAgreement.
(d)
Thedefinitionof“LLCCreditAgreement”isherebydeletedinitsentiretyand
replacedwiththefollowing:
“LLC Credit Agreement” means that certain Credit Agreement, dated as of the Effective Date, by and among NCM Holdings, LLC, a Delaware limited liability company, NCM LLC and Captivate Holdings, LLC, a Delaware limited liability company, as borrowers thereunder, NCMI II, LLC, a Delaware limited liability company, and NCM Parent, LLC, a Delaware limited liability company, as holdings thereunder, the Lenders party thereto from time to time, the AdministrativeAgentandtheCollateralAgent,asamended,restated,amendedand restated,supplementedorotherwisemodifiedfromtimetotimeinaccordancewith the terms thereof.
2.
Limited Amendment.Except as specifically provided in this Amendment and as the contextofthis Amendmentotherwisemayrequiretogiveeffecttotheintentandpurposesofthis Amendment, the Agreement shall remain in full force and effect without any other amendments or modifications.
3.
Counterparts; Facsimile Signature.This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party.The parties hereto may execute the signature pages hereof and exchange such signature pages by facsimile transmission.
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2
INWITNESSWHEREOF,thepartiesheretohavecausedthisAmendmenttobeexecuted on the day and year first above written.
NCMLLC:
NATIONALCINEMEDIA,LLC
By:NATIONALCINEMEDIA,INC.,
itsManager
By:Name: Tom Lesinski
Title:ChiefExecutiveOfficer
NCMINC.:
NATIONALCINEMEDIA,INC.
By:Name: Ronnie Ng
Title:ChiefFinancialOfficer
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