EXHIBIT 10.1


 


NOTE: THIS DOCUMENT IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED. PORTIONS OF THIS DOCUMENT FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED HAVE BEEN REDACTED AND ARE MARKED HEREIN BY “[***]”. SUCH
REDACTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
THE CONFIDENTIAL TREATMENT REQUEST.


 


SECOND AMENDMENT
TO


EXHIBITOR
SERVICES AGREEMENT


 


This SECOND AMENDMENT TO EXHIBITOR SERVICES AGREEMENT (this “Amendment”), dated as of September 15,
2010, is between REGAL CINEMAS, INC., a
Tennessee corporation (“FM”), and NATIONAL CINEMEDIA, LLC, a Delaware limited
liability company (“LLC”).


 


RECITALS


 


WHEREAS, FM and LLC have entered
into the Exhibitor Services Agreement dated as of February 13, 2007, as
amended by the Amendment to Exhibitor Services Agreement dated as of November 5,
2008 (collectively, the “Agreement”);
and


 


WHEREAS, FM and LLC desire to
provide for certain amendments to the Agreement specified herein.


 


NOW, THEREFORE, in consideration of the
premises made hereunder, and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


Section 1.       Definitions.  Unless otherwise expressly defined herein,
all capitalized terms used herein and defined in the Agreement shall be used
herein as so defined.


 


Section 2.       Amendments to Article 1 — Definitions.


 


(a)   Section 1.01 of the Agreement
is hereby amended by adding the following definitions of “3D”, “3D Advertising
Services”, “3D Digital Programming Services”, “3D Glasses”, “3D Meeting
Services” and “3D Services” before “4.03 Revenue”:


 


“3D” means a digital
format that is three dimensional and creates the illusion of depth perception.


 


“3D Advertising Services” means any of
the Digital Carousel, the Pre-Feature Program, the Policy Trailer and the Event
Trailer portions of the Advertising Services that are viewed by theatre patrons
in 3D by using the Digital Cinema Equipment and 3D Glasses.


 

















 


“3D Digital Programming Services” means
the Digital Programming Services that are viewed by theatre patrons in 3D by
using the Digital Cinema Equipment and 3D Glasses.


 


“3D Glasses” means glasses
worn by theatre patrons to enable them to view content in 3D that meet or
exceed 3D Equipment supplier’s specifications and are approved by Exhibitor.


 


“3D Meeting Services” means the Meeting
Services that are viewed by theatre patrons in 3D by using the Digital Cinema
Equipment and 3D Glasses distributed through LLC’s Digital Content Network.


 


“3D Services” means
collectively, any of the 3D Advertising Services, the 3D Meeting Services and
the 3D Digital Programming Services.


 


(b)   Section 1.01 of the Agreement
is hereby amended by adding the following definition of “ACE Solution”
immediately after the definition of “Acceptance Notice” contained therein:


 


“ACE Solution” means a
delivery system in which the DCN screen player is eliminated, and the ACE (also
referred to as an alternative content engine) interfaces directly with the
digital cinema theatre management server (also referred to as “TMS”), as
illustrated on Schedule 2.  The ACE
Solution is also known as “fully integrated”.


 


(c)   Section 1.01 of the
Agreement is hereby amended by adding the following definitions of “DCI Spec
Compliance” and “DCIP” immediately after the definition of “Creative Services”
contained therein:


 


“DCI Spec Compliance” means compliance
with (i) the Digital Cinema Specification Version 1.2 released on March 7,
2008 by Digital Cinema Initiatives, LLC and its errata; (ii) the DCI
Stereoscopic Digital Cinema Addendum Version 1.0 released on July 11, 2007
and its errata; and (iii) any applicable specifications formally approved
and adopted by SMPTE DC28, each as of March 10, 2010.


 


“DCIP” means Digital Cinema
Implementation Partners, LLC, a Delaware limited liability company.


 


(d)   Section 1.01 of the
Agreement is hereby amended by adding the following definitions of “Digital
Cinema Equipment” and “Digital Cinema Screen” immediately after the definition
of “Digital Carousel” contained therein:


 


“Digital Cinema Equipment” has the meaning
assigned to it in Section 3.06(a).


 


“Digital Cinema Screen” means a screen in an
auditorium in a Theatre that is equipped with Digital Cinema Equipment and such
Digital Cinema Equipment is operational to provide the Services.


 


2

















 


(e)   Section 1.01 of the
Agreement is hereby amended by adding the following definition of “Dual
Interface Architecture” immediately after the definition of “Disposition”
contained therein:


 


“Dual Interface Architecture”
means a delivery system in which the SMS and the DCN screen player connect to
the same digital cinema projector (one projector with two play-back servers),
as illustrated on Schedule 3.


 


(f)    Section 1.01 of the
Agreement is hereby amended by adding the following definition of “Low
Resolution Projection System” immediately after the definition of “Loews
Theatres” contained therein:


 


“Low
Resolution Projection System” means a digital projection system
deployed in Theatres that (i) is not DCI Spec Compliant, (ii) has a
maximum resolution less than 2K (i.e., a resolution of less than 2048×1080),
and (iii) is similar in functionality to the low resolution projection
systems currently deployed in Theatres, as illustrated on Schedule 4.


 


(g)   Section 1.01 of the
Agreement is hereby amended by adding the following definition of “LLC
Confirmation” immediately after the definition of “LLC Agreement” contained
therein:


 


“LLC Confirmation” has the meaning assigned
to it in Section 3.06(a).


 


(h)   Section 1.01 of the
Agreement is hereby amended by adding the following definition of “Non-LLC 3D
Content” immediately after the definition of “Non-Digitized Theatres” contained
therein:


 


“Non-LLC 3D Content” has the meaning
assigned to it in Section 4.16(c).


 


(i)    Section 1.01 of the
Agreement is hereby amended by adding the following definition of “PDA”
immediately after the definition of “Party” contained therein:


 


“PDA” has the meaning assigned to it in Section 3.06(a).


 


(j)    Section 1.01 of the
Agreement is hereby amended by adding the following definition of “Projection
System” immediately after the definition of “Pre-Feature Programming Schedule”
contained therein:


 


“Projection System” means,
collectively, a digital projection system including at least the following
components: a digital projector with a minimum resolution of 2K, a digital
cinema playout system (server or media block) and a screen management system
for the relevant Screen.


 


(k)   Section 1.01 of the
Agreement is hereby amended by adding the following definition of “Theatre
Maintenance Fee per Digital Cinema Screen” immediately after the definition of “Theatre
Advertising” contained therein:


 


3

















 


“Theatre
Maintenance Fee per Digital Cinema Screen” has the meaning assigned
to it in Schedule 1.


 


Section 3.       Amendment to Article 2 -  Participation and Fees.  Article 2 of the Agreement is hereby
amended by adding the following Section 2.05(b)(iv) immediately after
Section 2.05(b)(iii):


 


(iv)  Theatre
Maintenance Fee per Digital Cinema Screen. 
If applicable, LLC shall pay FM the Theatre Maintenance Fee per Digital
Screen, as set forth in Schedule 1, along with and at the same time as the
Theatre Access Fee, beginning with the first month in which a LLC Confirmation
(as defined in Section 3.06(a)) is delivered to FM.


 


Section 4.       Amendment to Article 3 — Equipment.  Article 3 of the Agreement
is hereby amended by deleting Section 3.06 in its entirety and
substituting the following:


 


Section 3.06.  Conversion
of Theatres to Digital Cinema Equipment.


 


(a)           Conversion of
Digitized Theatres.  During the
Term and at its sole option, FM may choose to install a Projection System in
one or more auditoriums in any Digitized Theatre.  As between FM and LLC, FM will be responsible
for purchasing, installing and maintaining the Projection Systems selected by
FM.  After the installation of a
Projection System in an auditorium in a Digitized Theatres, FM, at its sole
option, may elect to convert the manner in which the Services are exhibited in
such auditorium from the existing Low Resolution Projection System to either a
Dual Interface Architecture or the ACE Solution; provided that equipment
capable of exhibiting live Digital Programming Services need not be provided by
FM to an extent greater than that hereafter set forth in this Section 3.06(a) required
by this Agreement. Upon such conversion, such Projection Systems shall
constitute FM Equipment under this Agreement (the “Digital
Cinema Equipment”), including, but not limited to, the Equipment set
forth on Schedule A. Notwithstanding the foregoing, LLC shall not be permitted
to use the Digital Cinema Equipment for Digital Programming Services or Meeting
Services unless (i) LLC has entered into a participating distributor
agreement (a “PDA”) with DCIP or, under certain
circumstances (including without limitation, upon the expiration or termination
of the PDA with DCIP), with FM, (ii) such PDA has not been terminated and
is not in default  and (iii) for
Meeting Services, all content utilizing the Digital Cinema Equipment is
distributed through LLC’s Digital Content Network.  FM will ensure that such conversion of the
Services will not lessen the number of auditoriums in such Digitized Theatre
which are required by the Agreement to exhibit live Digital Programming
Services; provided that (i) LLC shall ensure that such live Digital
Programming Services are delivered to such Digital Cinema Equipment in a format
that is compatible with such Digital Cinema Equipment without any additional
equipment, software or licenses unless such additional equipment, software or
licenses are purchased by LLC and does not render such Digital Cinema Equipment
not DCI Spec Compliant.  During such
conversion, FM shall be responsible for connecting the Equipment, including LLC
Equipment, to the FM Equipment in a functional manner as mutually agreed by FM
and LLC.  LLC shall be responsible for
providing specifications 


 


4

















 


and
process instructions to FM for such connectivity in advance of the scheduled
conversion; provided that such specifications and process instructions shall
not require FM to acquire any additional equipment or software in order to
effectuate such connectivity unless such additional equipment or software is
purchased by LLC and does not render such Digital Cinema Equipment not DCI Spec
Compliant.  Once LLC receives notice from
FM that a Projection System has been installed in a given auditorium and that
FM has elected to convert the Services to such Projection System, LLC and FM
shall have the responsibility to jointly test such conversion to ensure that
the Digital Cinema Equipment is operational to provide the Services.  LLC and FM hereby agree that the Auditoriums
listed on Schedule 3.06(a) have Digital Cinema Equipment operational to
provide Services as of the date of this Amendment.  If the conversion is operational to provide
the Services, LLC shall notify FM in writing (the “LLC
Confirmation”).  If the
conversion is not operational to provide the Services, LLC and FM shall
cooperate to make the system operational to provide the Services. The Parties
agree that LLC shall have 60 days, which shall include all testing, following
receipt of notice from FM that a Projection System has been installed and is
capable of receiving the Services in a given auditorium to complete the
conversion in such auditorium.  Until the
testing of the conversion has been completed and approved, FM shall not be
permitted to remove the Low Resolution Projection System from such
auditorium.  After a conversion of an
auditorium has been completed and approved, FM may, in certain limited circumstances,
replace the Digital Cinema Equipment with 35mm projection.  In such event FM shall reinstall Low
Resolution Projection Systems in order to deliver the Services in such
auditoriums and FM will no longer be required to exhibit 3D Services in such auditoriums.


 


(b)           Non-Digital
Theatres.  During the
Term and at its sole option, FM may choose to install a Projection System in
one or more auditoriums in any Non-Digitized Theatre.  As between FM and LLC, FM will be responsible
for purchasing, installing and maintaining the Projection Systems selected by
FM.  After the installation of a
Projection System in an Auditorium in a Non-Digitized Theatre, FM, at its sole
option, may elect to convert such Non-Digitized Theatre to a Digitized Theatre;
provided that LLC shall not be permitted to use the Digital Cinema Equipment
for Digital Programming Services or Meeting Services unless (i) LLC has
entered into a PDA with DCIP or, under certain circumstances (including without
limitation, upon the expiration or termination of the PDA with DCIP), with FM, (ii) such
PDA has not been terminated and is not in default and (iii) for Meeting
Services, all content utilizing the Digital Cinema Equipment is distributed
through LLC’s Digital Content Network. 
Upon such conversion, such Projection Systems shall constitute Digital
Cinema Equipment under this Agreement. 
During such conversion, FM shall be responsible for connecting the
Equipment, including LLC Equipment, to the FM Equipment in a functional manner
as mutually agreed by FM and LLC.  LLC
shall be responsible for providing specifications and process instructions to
FM for such connectivity in advance of the scheduled conversion; provided that
such specifications and process instructions shall not require FM to acquire any
additional equipment or software in order to effectuate such connectivity.  Once LLC receives notice from FM that a
Projection System has been installed in a given auditorium and that FM has
elected to convert such Non-Digitized Theatre to a Digitized Theatre, LLC and
FM shall have the responsibility to jointly test such conversion to 


 


5

















 


ensure
that the Equipment is operational to provide the Services.  If the conversion is operational to provide
the Services, LLC shall provide FM with a LLC Confirmation.  If the conversion is not operational to
provide the Services, LLC and FM shall cooperate to make the system operational
to provide the Services.  The Parties
agree that LLC shall have 60 days, which shall include all testing, following
receipt of notice from FM that a Projection System has been installed and is
capable of receiving the Services in a given auditorium to complete the
conversion in such auditorium.  After a
conversion of an auditorium has been completed and approved, FM may, in certain
limited circumstances, replace the Digital Cinema Equipment with 35mm
projection.  In such event FM shall
install Low Resolution Projection Systems in order to deliver the Services in
such auditoriums and FM will no longer be required to exhibit 3D Services in
such auditoriums.


 


(c)           Maintenance
Obligations.  At the time
any Digital Cinema Equipment is used to deliver Services hereunder, whether
using a Dual Interface Architecture or the ACE Solution, LLC shall have no
further obligation to maintain the Low Resolution Projection System in that
auditorium or to remove or dispose of such projection system.  LLC shall continue to be responsible for
maintaining the Equipment, including the LLC Equipment and any remaining Low
Resolution Projection Systems in use at such Digitized Theatre, pursuant to the
terms of this Agreement, as identified on Schedules 2, 3 and 4.  FM shall continue to be responsible for
maintaining all FM Equipment, including the Digital Cinema Equipment.


 


(d)           Dual Interface
Architecture or ACE Solution.  Subject to
the requirements and procedures set forth in Section 3.06(a) or (b) as
applicable nothing in this Section 3.06 shall prohibit FM from
implementing either a Dual Interface Architecture or the ACE Solution or from
switching from a Dual Interface Architecture to the ACE Solution or
vice-versa.  In addition, in certain
limited circumstances, FM may replace the Digital Cinema Equipment with 35mm
projection in specific auditoriums and, in such circumstances, FM shall
reinstall Low Resolution Projection Systems in order to deliver the Services in
such auditoriums on the same terms and conditions as existed prior to the
initial conversion to either a Dual Interface Architecture or ACE Solution, as
applicable.  For any auditorium converted
to the ACE Solution, LLC shall be responsible for all costs necessary to
provide the Services for each digital cinema playlist in the SMPTE format
described in Section 4.01(a), and FM will be responsible for all costs
necessary to receive the Services content into FM’s TMS and append the digital
cinema playlist to provide LLC substantially the same functionality that
existed before the conversion to the ACE Solution.


 


(e)           Conversion
Reporting.  FM will
provide LLC with a weekly report setting forth (i) a list of the
auditoriums in each Digitized Theatre that FM intends to convert the Services
to Dual Interface Architecture or ACE Solution and the time frame thereof,  (ii) a list of the auditoriums in each
Non-Digitized Theatre that FM intends to convert to auditoriums in a Digitized
Theatre using a Dual Interface Architecture or ACE Solution and the time frame
thereof, and (iii) a list of the auditoriums in each Theatre as to which
Digital Cinema Equipment is being used for Services.


 


6

















 


(f)            Integration.  The Parties shall cooperate in good faith
during the conversion process contemplated by this Section 3.06.  Once LLC receives notice from FM that a
Projection System has been installed in a given auditorium and FM has elected
to convert the Services to such Projection System, LLC shall reimburse FM for
incremental costs incurred by FM resulting from delays by LLC in completing the
integration within 60 days following receipt of notice from FM that a
Projection System has been installed in a given auditorium.


 


Section 5.       Amendments to Article 4 — Delivery of the Service.


 


(a)   Article 4 of the
Agreement is hereby amended by adding the following sentences to the end of Section 4.01(a):


 


If FM elects to use the ACE Solution to deliver the Services which use
Digital Cinema Equipment, LLC shall ensure that such Services that are not live
are provided to FM as specified in the SMPTE draft, as of March 10, 2010,
named Proposed 430-8, D-Cinema Operations Show Playlist (which addresses
provision of show playlist and showpack by a third party to a DCI compliant
TMS) and, with respect to the Digital Carousel, the Pre-Feature Program, the
Policy Trailer and the Event Trailer, in the format of the film exhibited on
the FM Equipment which follows the Services.   
The Parties further agree that any Digital Programming Services provided
by LLC which use Digital Cinema Equipment will meet the following standards
with respect to digital and projection format: JPEG 2000 encoded, MXF wrapped
and in the flat format (1:1.85 aspect ratio) or such other requirements as are
adopted by motion picture distributors as the appropriate standards for the
exhibition of motion pictures.  LLC and FM agree to cooperate in good faith
to deliver in the future live broadcast services to FM by IP stream if so
requested by FM.  Notwithstanding the
foregoing, the Parties agree that from the date hereof through the earlier of (i) the
date that the ACE Solution has been installed with respect to 1,000 total
Digital Screens (including Digital Screens operated by the other Founding
Members of LLC and Network Affiliates), or (ii) December 31, 2011,
LLC may deliver the Services to Theatres requiring the JPEG 2000 format via disc
drives rather than via satellite.


 


(b)   Article 4 of the
Agreement is hereby amended by adding Section 4.16 as follows:


 


Section 4.16. 
3D Services.


 


(a)           Access to
Projection Systems for 3D Digital Programming Services and 3D Meeting Services.  Subject to the terms and conditions of this
Agreement, including, without limitation Exhibit B hereof and this Section 4.16,
if and to the extent that FM has the capability to exhibit full-length motion
pictures using a Projection System in 3D in one or more auditoriums in any
Theatre, LLC shall have the right to exhibit 3D Digital Programming Services or
3D Meeting Services using such Projection System in the minimum number of
auditorium(s) specified in Exhibit B provided such auditoriums have
the equipment necessary to exhibit Digital Programming Services; provided that
prior to any such exhibition, (i) LLC shall have entered into a PDA with
DCIP, or under 


 


7

















 


certain
circumstances (including without limitation, upon the expiration or termination
of the PDA with DCIP), with FM, (ii) such PDA shall not have been
terminated and is not in default, (iii) all 3D content has been properly
conditioned to meet the specifications of FM D equipment provider and (iv) in
addition to the amounts payable to FM pursuant to the terms of this Agreement,
LLC shall have agreed to reimburse FM for a percentage of any third party
licensing fees (the “3D Licensing Fees,” which are currently deemed to be
$[***] per each patron who attends the relevant exhibition) incurred by FM
related to use of the 3D equipment for the exhibition of such 3D Digital
Programming Services or 3D Meeting Services equal to the percentage of revenue
LLC retains for each ticket sale for such exhibition.  For example, in the case of Digital
Programming Services for which FM retains [***]% of Net Ticket Revenue for
tickets sold pursuant to Exhibit B, LLC will reimburse FM for [***]% of
the third party licensing fees and FM shall pay the remaining [***]%.  Thus, based on the current 3D Licensing Fee
of $[***] per patron the amount reimbursed by LLC would be $[***] per patron,
based on the just preceding example.  The
parties acknowledge, however, that FM may, from time to time and in its
discretion, renegotiate the amount of the 3D Licensing Fee with respect to
alternative content in the United States with the relevant 3D equipment
provider.  If so, then the renegotiated
3D Licensing Fee shall be used to calculate the amounts reimbursable by LLC
pursuant to the preceding clause (iv). LLC (i) acknowledges that FM is
currently negotiating certain licensing fees with its 3D equipment provider for
use of certain technology and hardware necessary to stream live 3D content and (ii) agrees
that such negotiations, or resulting amendment, shall not cause the preceding
sentence to become operative.  To the
extent such Projection System has not become Digital Cinema Equipment in
accordance with Section 3.06, LLC shall be responsible for providing such
3D Digital Programming Services and 3D Meeting Services in a form and format to
be reasonably requested by FM.  In the
event that LLC requests FM to ingest and play 3D Digital Programming Services
or 3D Meeting Services on FM’s Player, if there are incremented costs that are
going to be received beyond FM’s normal operating procedures then FM and LLC
must meet and agree on the appropriate reimbursement to be paid by LLC to FM to
offset such FM incremental costs necessary to accommodate LLC’s request.


 


(b)           Access to
Projection Systems for 3D Advertising Services.  Subject to the terms and conditions of this
Agreement, including, without limitation this Section 4.16, if and to the
extent that FM has the capability to exhibit full-length motion pictures using
a Projection System in 3D in one or more auditoriums in any Digitized Theatre,
LLC shall have the right to exhibit 3D Advertising Services using such
Projection System in such auditoriums, in the following instances
(i) after the Services have been converted to such Projection System in accordance
with Section 3.06, (ii) prior to the presentation of a 3D motion
picture or other 3D content that is not distributed by LLC (“Non-LLC 3D
Content”) or (iii) in conjunction with Digital Programming Services; in
each case, such 3D Advertising Services, (x) will be properly conditioned
to meet the specifications of FM 3D equipment providers, and (y) LLC shall
pay or reimburse FM for any and all third party licensing fees incurred by FM
related to use of the 3D equipment in conjunction with 3D Advertising
Services.  Notwithstanding the foregoing,
to the extent such Projection System has not become Digital Cinema Equipment in
accordance with Section 3.06, LLC shall be responsible for providing such
3D Advertising Services in a form and 


 


8
















 


format
to be reasonably requested by FM.  In the
event that LLC requests FM to ingest and play 3D Advertising on FM’s player, if
there are incremental costs that are going to be incurred beyond FM’s normal
operating procedures then FM and LLC must meet and agree on the appropriate
reimbursement to be paid by LLC to FM to offset such FM incremental costs
necessary to accommodate LLC’s request.


 


(c)           3D Glasses.  LLC agrees that FM will bear no expense with
respect to 3D Glasses provided to theatre patrons to view 3D Services.  If 3D Services are to be exhibited prior to a
stand-alone Digital Programming Services or Meeting Services, whether in 3D or
not, LLC will pay all costs for 3D Glasses and will arrange for the delivery of
the 3D Glasses to appropriate theatres. 
In the case of 3D Services distributed prior to the presentation of
Non-LLC 3D Content, LLC  shall obtain any
and all necessary consents to allow theatre patrons to use the 3D Glasses
delivered to FM by the  provider of such
Non-LLC 3D Content; provided that LLC shall be liable for, and, if necessary,
reimburse FM for, any and all costs imposed by such provider on either LLC or
FM for the use of 3D Glasses to view the 3D Services; provided, further, that
if FM agrees with such provider to purchase 3D Glasses in order to provide them
to theatre patrons to view such Non-LLC 3D Content, then the Parties will
negotiate in good faith a reasonable allocation of such costs between FM and
LLC, which costs shall include additional payroll or general and administrative
costs incurred by FM for inventory and storing such 3D Glasses for LLC.  LLC will not interfere with the rights of
Real D to advertise its business, products or services on storage bins for 3D
Glasses, as set in the current agreement(s) between FM and Real D, or
between Real D and any distributor.


 


(d)           Applicability
of ESA Provisions.  All
provisions of this Agreement, including the revenue provisions of Article 2
and the content standards set forth in Section 4.03, will apply to any
advertising on 3D Glasses, packaging for 3D Glasses and 3D Glasses recycling
bins used by LLC in connection with the distribution of 3D Services.  Advertising on 3D Glasses and packaging for
3D Glasses will be permitted only as approved by FM in its sole and absolute
discretion.


 


Section 6.       Amendment to Schedule 1 — Calculation of Exhibitor Allocation, Theatre
Access Fee and Run-Out Obligations.  Schedule 1 of the Agreement is
hereby amended by adding the following definition of “Theatre Maintenance Fee
per Digital Cinema Screen” immediately after the definition of “Theatre
Advertising”:


 


“Theatre Maintenance Fee per Digital Cinema Screen” means, (i) beginning
in the month in which the conversion of any screen in any auditorium in any
Theatre to a Digital Cinema Screen (either through Dual Interface Architecture
or the ACE Solution) is initially completed and is operational for the
exhibition of the Pre-Feature Program and LLC has delivered the LLC
Confirmation with respect to such Digital Cinema Screen or (ii) beginning
in the month in which a new-build auditorium with a Digital Cinema Screen is
initially operational for the exhibition of the Pre-Feature Program as
confirmed by LLC, a monthly payment in addition to the Theatre Access Fee per
Digital Screen shall be made from LLC to FM in the amount of $[***] per month
through the end of LLC’s 2011 fiscal year which additional amount shall
increase [***]% annually thereafter, with payment for (y) the first month
to be pro rata based upon the number of 


 


9

















 


days
in such month in which the converted screen is operational and (z) the
last month in the term of this Agreement (or the last month in which the
Digital Cinema Equipment is not removed from such Digital Cinema Screen) to be
[***]% of the applicable monthly payment then due.  The amount of the Theatre Maintenance Fee per
Digital Cinema Screen shall be the same regardless of whether the Dual
Interface Architecture or the ACE Solution is chosen to deliver Services in any
auditorium; provided that if FM removes the Digital Cinema Equipment in any
Digital Cinema Screen as permitted by Section 3.06, LLC shall no longer be
liable to pay FM the Theatre Maintenance Fee with  respect to such Digital Cinema Screen until
such time as  Projection System is
reinstalled in such Screen.


 


Section 7.       Limited Effect.  This Amendment relates only to the specific
matters expressly covered herein, shall not be considered to be a waiver of any
rights or remedies either Party may have under the Agreement, and shall not be
considered to create a course of dealing or to otherwise obligate in any
respect either Party to execute similar or other amendments under the same or
similar or other circumstances in the future. 
Except as expressly amended hereby, the Agreement shall remain in full
force and effect, and is hereby ratified and confirmed.


 


Section 8.       Miscellaneous.  The Parties agree that Article 15 of the
Agreement shall apply mutatis mutandis
to this Amendment and is incorporated by reference herein.


 


10

















 


IN WITNESS WHEREOF, the Parties hereto have
caused this Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.


 


 


	
   

  	
  REGAL CINEMAS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Amy E. Miles

  
	
   

  	
  Name:

  	
  Amy
  E. Miles

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL CINEMEDIA, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  National CineMedia, Inc., its Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Kurt C. Hall

  
	
   

  	
  Name:

  	
  Kurt
  C. Hall

  
	
   

  	
  Title:

  	
  Chairman
  and Chief Executive Officer

  



 


11

















 


SCHEDULE 1


DCN Advertising


Equipment List for Separate
Systems


 


[***]


 


DCN Advertising


Equipment List for Dual
Interface


 


[***]


 


DCN Advertising


Equipment List for Full
Integration


 


[***]


 


DBN Fathom


Equipment List using LCD
Projector


 


[***]


 


DBN Fathom


Equipment List using Digital
Cinema Projector


 


[***]


 


12

















 


SCHEDULE 2


“ACE Solution” Architecture


 


[***]


 


13

















 


SCHEDULE 3


“Dual Interface”
Architecture


 


[***]


 


14

















 


SCHEDULE 4


“Low Resolution Projection
System”


 


[***]


 


15