Confirmation of Swap, dated as of August 6, 2007



 Exhibit 10.3 
 

 
 Interest Rate Swap Transaction (REVISION) 
 The purpose of this letter agreement is to confirm the amendment of the terms and conditions of the Transaction entered into between: 
 JPMORGAN CHASE BANK, N.A. 
 (“JPMorgan”) 
 and 
 NATIONAL CINEMEDIA LLC 
 (the “Counterparty”) 
 on the Trade Date and identified by the JPMorgan Deal Number specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Master Agreement
specified below, and supersedes any previous confirmation or other writing with respect to the transaction described below. 
 The definitions and provisions
contained in the 2000 ISDA Definitions (the “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. 
 If JPMORGAN CHASE BANK,
N.A. (“JPMorgan”) and NATIONAL CINEMEDIA LLC (the “Counterparty”) are not yet parties to an ISDA Master Agreement, the parties agree that this Transaction will be documented under a master agreement to be
entered into on the basis of the printed form of the 1992 Master Agreement (the “Master Agreement”) published by the International Swap and Derivatives Association, Inc. (“ISDA”), together with such changes as shall be
agreed between the parties. Upon execution and delivery by the parties of the Master Agreement, this Confirmation shall supplement, form a part of, and be subject to such Master Agreement. Until the parties execute and deliver the Master Agreement,
this Confirmation, together with all other documents referring to the Master Agreement confirming the transactions entered into between the parties, shall supplement, form a part of, and be subject to the printed form of Master Agreement published
by ISDA, as if the parties had executed that agreement in such form (but without any Schedule except for the election of the law of the State of New York as the governing law and US Dollars as the Termination Currency) on the Trade Date of
this Transaction. 








 

 
  

 The terms of the particular Interest Rate Swap Transaction to which this Confirmation relates are as
follows: 
 A. TRANSACTION DETAILS 
  

			
	JPMorgan Deal Number(s):	  	6900033659368
		
	Notional Amount:	  	USD 137,500,000.00
		
	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:	  	The 13 June, 13 September, 13 December and 13 March in each year, from and including 13 June 2007 to 13 December 2014 and including the Termination
Date, subject to adjustment in accordance with the Modified Following Business Day Convention and there will be an adjustment to the Calculation Period.
		
	Fixed Rate:	  	4.98400 percent
		
	Fixed Rate Day Count Fraction:	  	Actual/360
		
	Business Days:	  	New York, London
		
	Floating Amounts:	  	
		
	Floating Rate Payer:	  	JPMorgan
		
	Floating Rate Payer Payment Dates:	  	The 13 June, 13 September, 13 December and 13 March in each year, from and including 13 June 2007 to 13 December 2014 and including the Termination
Date, subject to adjustment in accordance with the Modified Following Business Day Convention and there will be an adjustment to the Calculation Period.
		
	Floating Rate for initial Calculation Period:	  	5.34000 percent
		
	Floating Rate Option:	  	USD-LIBOR-BBA

  

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	Designated Maturity:	  	3 Month
		
	Spread:	  	None
		
	Floating Rate Day Count Fraction:	  	Actual/360
		
	Reset Dates:	  	The first day of each Calculation Period.
		
	Compounding:	  	Inapplicable
		
	Business Days:	  	New York, London
		
	Calculation Agent:	  	JPMorgan, unless otherwise stated in the Agreement.
		
	B. ACCOUNT DETAILS	  	
		
	Payments to JPMorgan in USD:	  	JPMORGAN CHASE BANK, N.A.
		  	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
		  	BIC: CHASUS33XXX
		  	AC No: 099997979
		
	Payments to Counterparty in USD:	  	As per your standard settlement instructions.
		
	C. OFFICES	  	
		
	JPMorgan:	  	NEW YORK
		
	Counterparty:	  	CENTENNIAL

 D. GOVERNING LAW 
 The laws of the State of New York, provided, however, that upon execution of the Master Agreement, this Confirmation shall be governed by the law governing such Master Agreement. 
 E. DOCUMENTS TO BE DELIVERED 
 Each party shall deliver to the
other, at the time of its execution of this Confirmation, evidence of the incumbency and specimen signature of the person(s) executing this Confirmation, unless such evidence has been previously supplied and remains true and in effect.

 F. RELATIONSHIP BETWEEN PARTIES 
 Each party will
be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): 
 (a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that
Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into 

  

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that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results
of that Transaction. 
 (b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or
through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is capable of assuming, and assumes the risks of that Transaction. 
 (c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction. 
 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a
letter, telex or facsimile substantially similar to this letter, which letter, telex or facsimile sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms. When referring to this
Confirmation, please indicate: JPMorgan Deal Number(s): 6900033659368 
  

					
	JPMorgan Chase Bank, N.A.	  	
		
	

    STARTSIGNATURE:U284298	  	
		
	 /s/ Carmine Pilla
	  	
	Name:	  	Carmine Pilla	  	
	Title:	  	Vice President	  	

 Accepted and confirmed as of the date 
 first written: 
 NATIONAL CINEMEDIA LLC 
  

			
	 /s/ Gary W. Ferrera

	Name:	 	Gary W. Ferrera
	Title:	 	CFO/EVP


			
	Your reference number:	 	  


  

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 Client Service Group 
 All queries regarding confirmations should be sent to: 
 JPMorgan Chase Bank, N.A. 
  

			
	Contacts	 	
	 JPMorgan Contact
	 	Telephone Number
		
	 Client Service Group
	 	(001 ) 3026344960
		
	 Group E-mail address:
	 	
	 Facsimile:
	 	(001 ) 888 803 3606
	 Telex:
	 	
	 Cable:
	 	

 Please quote the JPMorgan deal number(s): 6900033659368. 
  

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