Amendment No. 1 to Loan and Security Agreement between National CineMedia, LLC and U.S. Bank National Association
This amendment updates the existing Loan and Security Agreement between National CineMedia, LLC and U.S. Bank National Association. The changes primarily affect the timing and requirements for delivering annual and quarterly financial statements. The amendment also reaffirms the borrower’s obligations and the bank’s security interests. The amendment becomes effective once both parties sign and the borrower pays the bank’s related expenses. All other terms of the original agreement remain in effect.
Execution Version
Exhibit 10.2
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of March 10, 2025, by and between NATIONAL CINEMEDIA, LLC (the “Borrower”), and U.S. BANK NATIONAL ASSOCIATION (the “Bank”), under that certain Loan and Security Agreement, dated as of January 24, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among the Borrower, the other Credit Parties party thereto from time to time and the Bank. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement.
WHEREAS, the Borrower has requested that the Bank modify the Loan Agreement in certain respects; and
WHEREAS, the Borrower and the Bank have agreed to make certain modifications to the Loan Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Bank hereby agree as follows:
(a) Section 6.1(a) of the Loan Agreement is hereby amended in its entirety as follows:
(a) as soon as available, but not later than the earlier of (i) 120 days after the end of each Fiscal Year and (ii) (x) for the Fiscal Year ended on December 26, 2024, within 7 days after the date or (y) for each other Fiscal Year, the date on which Holdings files its Form 10-K for such Fiscal Year with the United States Securities and Exchange Commission, a copy of (1) the audited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such year, (2) the unaudited consolidated balance sheet of Borrower and its Subsidiaries, prepared by Holdings and/or Borrower, as applicable, and certified by a Responsible Officer of Borrower, and (3) in each case, the related consolidated statements of income or operations, shareholders’ equity and cash flows, for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied, in respect of audited financials, by the report of any “Big Four” or other nationally recognized independent public accounting firm reasonably acceptable to Bank (it being understood and agreed that Grant Thornton LLP is acceptable to Bank) which report shall (i)
contain an unqualified opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (ii) not include any explanatory paragraph expressing substantial doubt as to going concern status; provided, that such report may contain a “going concern” or like qualification or statement to the extent (and only to the extent) that such “going concern” or like qualification or statement relates to an upcoming maturity date of any Indebtedness occurring within one year from the time such report and opinion is delivered; and
(b) Section 6.1(b) of the Loan Agreement is hereby amended in its entirety as follows:
(b) as soon as available, but (i) with respect to each Fiscal Quarter ending closest to December 31 of each Fiscal Year, concurrently with the annual financial statements to be delivered pursuant to Section 6.1(a) for such Fiscal Year or (ii) with respect to each other Fiscal Quarter, not later than 45 days after the end of each such Fiscal Quarter of each Fiscal Year, a copy of the unaudited consolidated balance sheets of Borrower and each of its Subsidiaries as of the end of such Fiscal Quarter, and the related consolidated statements of income, shareholders’ equity and cash flows, for such Fiscal Quarter and for the portion of the Fiscal Year then ended, all certified by a Responsible Officer of Borrower, as being complete, correct, and consistent with Holdings’ Form 10-Q filing with the United States Securities and Exchange Commission for the applicable Fiscal Quarter, and fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Borrower and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Loan and Security Agreement to be executed by their respective officers thereunto duly authorized as of the date first written above.
NATIONAL CINEMEDIA, LLC, as Borrower
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By: National CineMedia, Inc., a Delaware corporation, as its Manager |
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By: ____________________________________ |
Name:__________________________________ |
Title:___________________________________ |
Signature Page to
Amendment No. 1 to NCM Loan and Security Agreement
U.S. BANK NATIONAL ASSOCIATION,
as Bank
By:
Name:
Title:
Signature Page to
Amendment No. 1 to NCM Loan and Security Agreement