Confirmation of Swap, dated as of July 25, 2007



 Exhibit 10.1 
 25 July 2007 
 National CineMedia, LLC. 
 91 10 East Nicholas Avenue, Suite 200 
 Circle Suite 360 E 
 Centennial, Co 80112 
 External ID: 53199051 
  

 Dear Sir/Madam: 
 The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date
specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below. 
 This Confirmation amends restates and supersedes in its entirety all Confirmations dated prior to the date hereof in respect of this Transaction. 
 In this Confirmation “CSIN” means Credit Suisse International and “Counterparty” means National CineMedia, LLC. 
  

	1.	The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. References herein to a “Transaction” shall be deemed to be references to a “Swap
Transaction” for the purposes of the 2000 ISDA Definitions. 

 This Confirmation supplements, forms part of, and is subject
to the 1992 ISDA Master Agreement dated as of 02 March 2007 as amended and supplemented from time to time (the “Agreement”), between you and us. All provisions contained in the Agreement govern this Confirmation except as
expressly modified below 
  

	2.	The terms of the particular Transaction to which this Confirmation relates are as follows: 

  

			
	 Notional Amount:
	 	USD 137,500,000
		
	 Trade Date:
	 	02 March 2007
		
	 Effective Date:
	 	13 March 2007
		
	 Termination Date:
	 	 13 February 2015, subject to adjustment in
 accordance
with the Modified Following Business
 Day Convention










			
	Fixed Amounts:	 	
		
	 Fixed Rate Payer:
	 	Counterparty
		
	 Fixed Rate Payer
	 	
	 Payment Dates:
	 	Each 13 March, 13 June, 13 September and 13 December, from and including 13 June 2007, to and including 13 December 2014, with a final payment on 13 February 2015, subject to adjustment in
accordance with the Modified Following Business Day Convention
		
	 Fixed Rate:
	 	4.984%
		
	 Fixed Rate
	 	
	 Day Count Fraction:
	 	Actual/360
		
	 Floating Amounts:
	 	
		
	 Floating Rate Payer:
	 	CSIN
		
	 Floating Rate Payer
	 	
	 Payment Dates:
	 	Each 13 March, 13 June, 13 September and 13 December, from and including 13 June 2007, to and including 13 December 2014, with a final payment on 13 February 2015, subject to adjustment in
accordance with the Modified Following Business Day Convention
		
	 Floating Rate Option:
	 	USD-LIBOR-BBA; provided, however, that in respect of the initial Calculation Period, Linear Interpolation shall apply based upon a Designated Maturity of 1 month and a Designated Maturity of 2
months
		
	 Designated Maturity:
	 	3 months (except as noted above)
		
	 Spread:
	 	None
		
	 Floating Rate
	 	
	 Day Count Fraction:
	 	Actual/360
		
	 Reset Dates:
	 	The first day of each Calculation Period
		
	 Compounding:
	 	Inapplicable

  

 2 









			
	 Business Day:
	 	New York, London
		
	 Calculation Agent:
	 	CSIN

  

	4.	Account Details: 

  

			
	 Payments to CSIN:
	 	As advised separately in writing
		
	 Payments to Counterparty:
	 	As advised separately in writing

 Credit Suisse International is authorised and regulated by the Financial Services Authority and has entered into
this transaction as principal. The time at which the above transaction was executed will be notified to Counterparty on request. 
 Please confirm that the
foregoing correctly sets forth the terms of our agreement by signing and returning this Confirmation. 
  

			
	Yours faithfully,
	
	Credit Suisse International
		
	By:	 	 /s/ Karen Newton

	Name:	 	Karen Newton
	Title:	 	Managing Director


 Confirmed as of the date first written above: 
  

			
	National CineMedia, LLC
		
	By:	 	 /s/ Gary W. Ferrera

	Name:	 	Gary W. Ferrera
	Title:	 	CFO/EVP

  

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