Amendment No. 4 to the Credit Agreement, dated as of January 17, 2023, by and among National CineMedia, LLC, each lender party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of January 17, 2023 among National CineMedia, LLC, a Delaware limited liability company (the “Borrower”) and each of the Lenders (as defined below) party hereto.

A.     The Borrower, the lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") are parties to the Credit Agreement dated as of June 20, 2018 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of April 30, 2020, that certain Amendment No. 2 to Credit Agreement, dated as of March 8, 2021, that certain Amendment No. 3 to Credit Agreement, dated as of January 5, 2022, and as further amended, restated, amended and restated, extended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”);

B.    The Borrower has requested that the Required Lenders calculate Professional Fees (as defined below) as part of the Minimum Liquidity Requirement; and

C.    Accordingly, the Lenders party hereto have agreed to the Loan Parties’ requests on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1.Definitions. Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings given to them in the Credit Agreement as amended by this Amendment.

2.Amendments to the Existing Credit Agreement. Each of the parties hereto agrees that, effective on the date hereof:

(a)Section 1.1 of the Existing Credit Agreement is hereby amended to add or amend the following definitions, as the case may be, as follows:

“Amendment No. 4 Effective Date” means January 17, 2023.

“Latham” means Latham & Watkins LLP.

“Minimum Liquidity Addback Amounts” shall have the meaning as defined in Section 7.17(a).

“Professionals” means any attorneys, investment bankers, financial advisors or other professionals retained by (a) the Borrower (including, but not limited to, Latham and Lazard Frères & Co. LLC), (b) the Administrative Agent (including, but not limited to, Milbank LLP) and/or (c) the Specified Lender Advisors.

“Professional Fees” means all fees and expenses that have been incurred by any of the Professionals in connection with any matters directly or indirectly related to the Borrower that are paid by the Borrower after January 6, 2023 (inclusive of amounts that were invoiced but not paid

as of such date), plus any retainers remitted by the Borrower to (i) Latham provided that any such retainers were requested by Latham prior to the Amendment No. 4 Effective Date, (ii) local restructuring counsel, if any, retained by the Borrower in an amount not to exceed $200,000, and/ or (iii) a financial advisor, if any, retained by the Borrower in an amount not to exceed $250,000.

“Specified Lender Advisors” means (x) Gibson, Dunn & Crutcher LLP, as legal counsel, and (y) Centerview Partners LLC, as financial advisor.

(b)Section 7.17 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

“Minimum Liquidity Covenant.

    (a) Until (and including) the Q4 End Date, permit the sum of the Available Revolving Credit Commitments (both as defined herein and as defined and existing under the Existing Credit Agreement) and Unrestricted Cash on hand that is held in Approved Deposit Accounts (which, subject to the Deposit Account Grace Period, shall be subject to Control Agreements) plus, without duplication, the aggregate amounts of (i) any Professional Fees that have been paid by the Borrower during such period pursuant to Section 10.5 of the Credit Agreement or otherwise, (ii) any amounts paid by the Borrower to the Administrative Agent under the Credit Agreement for the account of the Administrative Agent in its capacity as such, and/or (iii) any amounts paid by the Borrower to the administrative agent for its own account in its capacity as administrative agent (and its counsel and other restructuring advisors) under the Existing Credit Agreement (the amounts in clauses (i)-(iii), the “Minimum Liquidity Addback Amounts”), to be less than $55,000,000 at any time (the “Minimum Liquidity Requirement”).

    (b) Commencing on January 16, 2023, until (and including) the Q4 End Date, on January 16, 2023 and on each Monday of every other calendar week thereafter, the Borrower shall furnish to the Administrative Agent and the Specified Lender Advisors by way of an email to their legal counsel an accounting of all Minimum Liquidity Addback Amounts (broken out per category of clauses (i)-(iii) of Section 7.17(a), invoiced (or otherwise agreed to be paid) and/or paid for the prior two weeks, which reporting shall show each Professional and the Professional Fees for each Professional and provide a summary description of the services rendered, accompanied by a bank account statement, invoice, or other evidence of the Minimum Liquidity Addback Amounts (which can include screenshots and redactions of information not related to the Minimum Liquidity Addback Amounts).”

(c)Section 8(b) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

“(i) any Loan Party shall default in the observance or performance of any agreement contained in Section 6.4(a)(i) (with respect to the Borrower only), Section 6.7(a), Section 6.9, Section 6.11(a), Section 6.11(b)(I), Section 6.14 or Section 7 (excluding Section 7.17(b)); provided, however, that (i) in the case of a non-consensual Lien not permitted under Section 7.3 (other than Liens on Collateral consisting of contracts, agreements or Capital Stock), such failure remains unremedied for five (5) Business Days

after a Responsible Officer knows or has reason to know of such non-consensual Lien, (ii) an Event of Default as a result of a breach of Section 7.1(b) shall not constitute an Event of Default with respect to any Term Loans unless and until the Majority Revolving Credit Facility Lenders (or the Administrative Agent acting at the direction of the Majority Revolving Credit Facility Lenders) have declared all amounts outstanding under the Revolving Loans to be immediately due and payable and all outstanding Revolving Credit Commitments to be terminated, in each case in accordance with this Agreement, (iii) breach of the Minimum Liquidity Requirement set forth in Section 7.17(a) shall not be an Event of Default unless the Borrower shall have failed to cause the sum of the Available Revolving Credit Commitments and Unrestricted Cash on hand that is held in Approved Deposit Accounts (which, subject to the Deposit Account Grace Period, shall be subject to Control Agreements) to be greater than $55,000,000 within five Business Days of such breach (provided, that the Borrower may only cure a breach of the agreement contained in Section 7.17(a) two times from the Amendment No. 2 Effective Date until the Q4 End Date; provided further that so long as such breach is cured within five Business Days of the applicable initial shortfall, any consecutive days of shortfall within such five Business Day period shall be deemed concurrently cured and as only one exercise of the cure right); provided that such cure may not be effectuated utilizing the cash proceeds of Indebtedness for borrowed money or Disqualified Capital Stock, and (iv) notwithstanding this clause (b), no breach or default by any Loan Party (or any other Person) under Section 7.7(c) or Section 7.9(b) will constitute an Event of Default with respect to any Term Loans unless and until the Supermajority Revolving Credit Facility Lenders have accelerated all Revolving Credit Loans, and terminated all commitments under the Revolving Credit Facility and demanded repayment of, or otherwise accelerated, the Indebtedness or other obligations under the Revolving Credit Facility and have not rescinded such demand or acceleration; or”

(d)Section 8(c) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

“any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) or (b) of this Section), and such default shall continue unremedied for a period of 30 days (and in the case of Section 7.17(b), 3 days) after the earlier of (i) notice to the Borrower from the Administrative Agent or the Required Lenders and (ii) the date on which a Responsible Officer knows of such default; provided that, notwithstanding this clause (c), no breach or default by any Loan Party (or any other Person) under Section 6.15 will constitute an Event of Default with respect to any Term Loans unless and until the Majority Revolving Credit Facility Lenders have accelerated all Revolving Credit Loans, and terminated all commitments under the Revolving Credit Facility and demanded repayment of, or otherwise accelerated, the Indebtedness or other obligations under the Revolving Credit Facility and have not rescinded such demand or acceleration; or”

(e)Section 8 of the Existing Credit Agreement is hereby amended to add the following:

“An Event of Default shall be deemed “to continue,” be “continuing,” “exist,” or be “in existence” (and similar words and phrases) at all times during the period commencing

on the date that such Event of Default occurs until the date on which such Event of Default is waived or consented to in writing pursuant to Section 10.1 of this Agreement (for the avoidance of doubt, even if the occurrence of the event that triggered or resulted in any such Event of Default has been otherwise cured or remedied or is otherwise no longer in existence).”

3.Conditions. This Amendment shall be effective on the date hereof upon:

(a) receipt by the Required Lenders of this Amendment duly executed on by the Borrower and the Lenders party hereto constituting the Required Lenders;

(b)the payment of the following costs, fees and expenses: (i) the reasonable and documented costs, fees and expenses owed to Gibson, Dunn & Crutcher LLP, as legal counsel to a certain ad hoc group of lenders, and Centerview Partners LLC, as financial advisor to a certain ad hoc group of lenders, in each case, to the extent invoiced in writing delivered to the Borrower at least one (1) Business Day prior to the date hereof and (ii) the reasonable and documented costs, fees and expenses owed to Milbank LLP, as legal counsel to the Administrative Agent, in each case to the extent invoiced in writing delivered to the Borrower at least one (1) Business Day prior to the date hereof; and

(c)the entering into, substantially concurrently with this Amendment, by the Borrower to that certain First Amendment to the Revolving Credit Agreement, dated as of the date hereof, among the Borrower, the lenders party thereto constituting Required Lenders (as defined in the Revolving Credit Agreement), Wilmington Savings Fund Society, FSB, as administrative agent and the other parties thereto, in a form reasonable satisfactory to the Lenders party hereto.

4.Representations and Warranties. After giving effect to this Amendment, the representations and warranties of each Loan Party contained in the Credit Agreement and each Loan Document are true and correct in all material respects as of the date hereof; provided, that to the extent that such representations and warranties specifically relate to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

5.Reaffirmation. The Borrower hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document (including the Guarantee and Collateral Agreement) to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (ii) [reserved] and (iii) its grant of Liens on the Collateral to the Collateral Agent for the benefit of the Lenders to secure the prompt payment and performance in full when due of the Obligations pursuant to the Security Documents.

6.Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

7.Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the

remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

8.Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

9.Loan Documents Unaffected. The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect as amended on the date hereof and that all of its obligations thereunder shall be valid and enforceable (except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and shall not be impaired or limited by the execution or effectiveness of this Amendment. On and after the date hereof, the parties confirm and acknowledge with respect to each Loan Document not amended or modified restated in connection with the Amendment that unless the context otherwise requires (i) each reference in such Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import shall be a reference to the Credit Agreement as amended by the Amendment, and as such agreement may be otherwise amended, amended and restated, modified or supplemented and in effect from time to time and (ii) the definition of any term defined in any such Loan Document by reference to the terms defined in the “Credit Agreement” shall reference the defined terms in the Credit Agreement, as amended hereby, as the same may be otherwise amended, amended and restated, modified or supplemented and in effect from time to time. This Amendment is a Loan Document.

10.Counterparts. This Amendment may be executed in any number of counterparts, each of which will be an original and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic transmission (including in “.pdf” format) will be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import in this Amendment or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

11.GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

12.Notices; Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. The provisions set forth in Sections 10.2, 10.12 and 10.18 of the Credit Agreement are hereby incorporated mutatis mutandis with all references to the “Agreement” therein being deemed references to this Amendment.

as Borrower

By its manager, National CineMedia, Inc.