FIRST AMENDMENT TO AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT

Amendment of Section 4.13 (Excluded Theatres; IMAX Screens).  Section 4.13 of the ESA shall be amended and restated to read in its entirety as follows:

Excluded Theatres. AMC shall have the right to designate art house and draft house theatres that for purposes of this Agreement shall be “Excluded Theatres”; provided, however, that the aggregate annual attendance at all such Excluded Theatres on the date of designation shall not exceed four (4) percent of the aggregate annual attendance at the Theatres. The list of Excluded Theatres identified as of the Restated Effective Date is set forth in the Specification Documentation.  In addition, upon the consent of the Board of Directors of National CineMedia, in the event that AMC: (i) enters into a transaction to acquire a theatre chain, (ii) to secure governmental approval for such transaction is required by the United States Department of Justice to transfer, for a period not to exceed 10 years (the Transfer Period), the advertising services of certain theatres (the Transfer Theatres) to a cinema advertising company other than LLC, (iii) agrees that immediately upon the expiration of the Transfer Period such Transfer Theatres shall be transferred back to NCM and again will become NCM exhibitors and Theatres within the meaning of the ESA, (iv) agrees that NCM’s tax basis for the ESA asset will be reduced by (A) the value of the Common Unit Adjustment in respect of such Transfer Theaters, which shall be determined in accordance with the Common Unit Adjustment Agreement as if such Transfer Theatres had been Disposed on a date to be mutually agreed by NCM and AMC plus (B) an additional amount which will equal fair value to NCM for the Transfer Theatres being deemed Excluded Theatres during the Transfer Period and further agrees that there shall be a corresponding reduction to NCM’s obligation under the Tax Receivables Agreement, as such agreement may be amended from time to time, which reduction to NCM’s obligation shall be borne solely by AMC and shall not affect TRA payments to the TRA parties (other than AMC) and (v) if, in the judgment of the Board of Directors of National CineMedia, the aggregate annual

attendance at the Transfer Theatres on the date of designation represents a diminimis amount of the aggregate annual attendance at the Theatres, then AMC shall have the right to designate such Transfer Theatres as “Excluded Theatres” for the purposes of this Agreement, and during the Transfer Period such Transfer Theatres shall be treated as Excluded Theatres and shall be exempt from the exclusivity obligations set forth in Section 2.04.  AMC shall provide written or electronic notice to LLC, in the form specified by LLC, each time there is a change in its list of Excluded Theatres. Excluded Theatres shall not be deemed Theatres for purposes of this Agreement. Excluded Theatres will not receive Advertising Services. Excluded Theatres will not be considered for purposes of the calculation of Theatre Access Fees. Except as specifically provided in the foregoing, Excluded Theatres will be subject to the exclusivity obligations of AMC, as set forth in Section 2.04 to the same extent as a Theatre hereunder. With respect to any Theatre subsequently designated as an Excluded Theatre, the parties will negotiate in good faith terms for the discontinuation of delivery of the Advertising Services to such Excluded Theatre.

Ratification.  Except as otherwise provided herein, all of the terms, covenants and other provisions of the ESA are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.  After the date hereof, all references to the ESA shall refer to the ESA as amended by this Amendment.

Miscellaneous.  Section 15.07 of the ESA shall apply to this Amendment mutatis mutandi.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument and shall bind and inure to the benefit of the parties and their respective successors and assigns.