Partial Cancellation Confirmation of Derivative Transaction between National CineMedia, LLC and Morgan Stanley Capital Services LLC
This agreement documents the partial cancellation of a $137,500,000 derivative transaction between National CineMedia, LLC and Morgan Stanley Capital Services LLC, originally dated March 2, 2007. Effective April 27, 2012, $81,250,000 of the notional amount is cancelled, leaving $56,250,000 outstanding. National CineMedia paid $10,504,000 to Morgan Stanley as consideration for the cancellation. The agreement clarifies that prior obligations remain enforceable and that the remaining portion of the transaction continues under the original terms.
Exhibit 10.7
Morgan Stanley
Date: 21 May 2012
To: NATIONAL CINEMEDIA, LLC
Attn: David Oddo
Email: ***@***
Fax: (720) ###-###-####
PARTIAL CANCELLATION of Transaction Ref. No.: HR6K9 (the “Original Transaction”)
Re: USD 137,500,000 transaction between MORGAN STANLEY CAPITAL SERVICES LLC (‘Party A’) and NATIONAL CINEMEDIA, LLC (‘Party B’) with a Trade Date of 2 March 2007 and maturing on 13 February 2015
THIS CONFIRMATION SUPPLEMENTS AND MODIFIES THE PREVIOUS CONFIRMATION FOR THIS TRANSACTION
Dear Sir or Madam:
The purpose of this letter (this “Confirmation”) is to confirm the terms on which it has been agreed to cancel a portion of the Original Transaction. Such partial cancellation constitutes a “Transaction” under the ISDA Master Agreement dated as of 2 March 2007 between Party A and Party B (the “Agreement”) and this Confirmation constitutes a “Confirmation” as referred to in, and supplements, forms part of, and is subject to, the Agreement.
Accordingly, with effect from 27 April 2012 (the “Partial Cancellation Effective Date”) a notional amount of USD 81,250,000 of the Original Transaction shall be cancelled, and Party A and Party B shall each be released and discharged from their respective rights and obligations relating thereto; provided however, that such release and discharge shall not affect any rights, liabilities or obligations of either party with respect to (i) payments or other obligations due and payable or due to be performed on or prior to the Partial Cancellation Effective Date and all such payments and obligations shall be paid or performed by the relevant party in accordance with the terms of the Original Transaction as in effect prior to the Partial Cancellation Effective Date or (ii) that portion of the Original Transaction that is not cancelled, as stated in the next sentence. USD 56,250,000 of the Original Transaction shall remain outstanding. For the avoidance of doubt, the notional amount of the Transaction, for the calculation of future payments, including without limitation, the payment due 13 June 2012, is 56,250,000.
| Unwind Payment: | Further, in consideration for the partial cancellation of the Transaction Party B has paid to Party A the amount of USD 10,504,000 for value 27 April 2012. | |
| Other Provisions: None | ||
| Account Details: Account for payments to Party A: Account for payments in MXN: | As per standard settlement instructions | |
| Account for payments to Party B: Account for payments to MXN: | Please provide details | |
| Documentation and Operations Contacts: | ||
| Documentation: | ||
| Institutional Clients: Tel: +1 ###-###-#### Fax: + 212 ###-###-#### | ||
| Return Client confirmations to: ***@*** | ||
Morgan Stanley
| Interbank Clients: Tel: +1 ###-###-#### Fax: + 1 ###-###-#### Returns Interbank Confirmations to: ***@*** |
| Operations: Tel: +1 ###-###-#### Fax: +1 ###-###-#### |
Confirmation:
Please confirm that the foregoing correctly sets forth the terms of our agreement (Ref. No. HR6K9) by executing a copy of this Confirmation and returning it to us, or by sending to us a facsimile or telex substantially similar to this letter which sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms.
We are delighted to have executed this Transaction with you and look forward to working with you again.
Yours sincerely,
MORGAN STANLEY CAPITAL SERVICES LLC
| By: | /s/ David Flowerdew | |
| Name: David Flowerdew | ||
| Title: Vice President | ||
Confirmed as of the date first written above:
NATIONAL CINEMEDIA, LLC
By: National Cinemedia, Inc., its manager
| By: | /s/ Gary W. Ferrera | |
| Name: | Gary S. Ferrera | |
| Title: | EVP/CFO |
