Amendment to Exhibitor Services Agreement



 Exhibit 10.2 
 Execution Copy 
 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. 
 AMENDMENT TO 
 EXHIBITOR SERVICES AGREEMENT 
 This
AMENDMENT TO EXHIBITOR SERVICES AGREEMENT (this “Amendment”), dated as of November 5, 2008, is between CINEMARK USA, INC., a Texas corporation (“Cinemark”), and NATIONAL CINEMEDIA, LLC, a
Delaware limited liability company (“LLC”). 
 RECITALS 
 WHEREAS, Cinemark and LLC have entered into the Exhibitor Services Agreement dated as of February 13, 2007 (the “Agreement”);
and 
 WHEREAS, Cinemark 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. Amendment to Article 1- Definitions. Section 1.01 of the Agreement is hereby amended by adding the following definition of “Major Distributor” immediately after the definition of “Loews
Theatres” contained therein: 
 “Major Distributor” means each of [***], including any of their respective releasing or
distributing subsidiaries and any person or entity that is the legal successor of any of the foregoing named entities or becomes the owner of all or substantially all of the motion picture production and/or distribution business thereof.”

 Section 3. Amendment to Article 2 - Participation and Fees. Section 2.04 of the Agreement is hereby amended by deleting
the second sentence contained therein and substituting the following: 
 “Except as expressly provided in this Agreement,
(i) during the Term, Cinemark shall neither engage nor permit a third party (excluding third party designees of LLC as provided hereunder) to provide, or itself provide, to a Theatre any of the services specifically set forth in the definition
of “Advertising Service” set forth in Part A of Exhibit A, (ii) during the Meeting Services Term, Cinemark shall neither engage nor permit a third party (excluding third party designees of LLC as provided hereunder) to provide,
or itself provide, to a Theatre any of the services specifically set forth in the 

  

 Amendment to Cinemark Exhibitor Services Agreement 








 
definition of “Meeting Services” set forth in Part C of Exhibit A, and (iii) during the Digital Programming Term, Cinemark shall
neither engage nor permit a third party (excluding third party designees of LLC as provided hereunder) to provide, or itself provide, to a Theatre any of the services specifically set forth in the definition of “Digital Programming
Services” set forth in Part B of Exhibit A; provided that if a Major Distributor seeks to provide Theatres with Digital Programming Services (“Major Studio Digital Programming Services”), then notwithstanding clause
(iii) above, Cinemark will be permitted to arrange for such Major Distributor to provide such services to Cinemark provided that Cinemark complies with the revenue share requirements set forth in Section 1 of Part C of Exhibit B.

 Section 4. Amendment to Article 4 - Delivery of the Service. Section 4.13(b) of the Agreement is hereby amended by
deleting the third sentence contained therein and substituting the following: 
 “Notwithstanding the foregoing, all IMAX Screens will
be subject to the exclusivity obligations of Cinemark, as set forth in Section 2.04 to the same extent as a Theatre hereunder (including the application of the proviso set forth in clause (iii) contained in the second sentence thereof (as
amended by Section 3 of the Amendment dated November 5, 2008) to all such Imax Screens).” 
 Section 5. Amendment to
Article 6 - Digital Programming Services and Meeting Services, (a) Section 6.01 of the Agreement is hereby amended by deleting the first sentence contained therein and substituting the following: 
 “All Digitized Theatres with the necessary equipment to exhibit an event are available for Digital Programming Services either automatically or
subject to Cinemark’s approval, based on criteria specified in Exhibit B.” 
 (b) Section 6.05 of the Agreement is
hereby amended by deleting the first sentence contained therein and substituting the following: 
 “Cinemark will submit to LLC for
consideration by LLC any event opportunities that are identified by or presented to Cinemark and that would ordinarily fall within the definition of Digital Programming Services and Meeting Services; provided that such obligation shall not
apply to Major Distributor Digital Programming Services.” 
 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 deleting the definition of “Digital Programming EBITDA” contained therein and substituting the following: 
 ““Digital Programming EBITDA” means, for the applicable measurement period, the portion of LLC EBITDA attributable to the Digital
Programming Services business line, as reasonably determined by LLC based upon the revenues for Digital Programming Services and an estimated allocation of expenses for such period, provided that to the extent that the portion of LLC EBITDA
attributable to the Digital Programming Services business line includes any MDDPS Revenue (as defined in Section 1 of Part C of Exhibit B), then, for the purpose of determining whether LLC has met the Digital Programming EBITDA Threshold
pursuant to Section 9.0l(b), Digital Programming EBITDA shall only include [***]% of such MDDPS Revenue.” 
  

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 Amendment to Cinemark Exhibitor Services Agreement 








 Section 7. Amendment to Exhibit A - The Service, (a) Part B of Exhibit A of the
Agreement is hereby amended by deleting the definition of “Digital Programming Services” contained therein and substituting the following: 
 “Digital Programming Services” means the distribution and broadcast, or rebroadcast, of a live event or substantially live event (such as sports, music and comedy events), other than the Pre-Feature
Program, the Digital Carousel and the Video Display Program, and the exhibition thereof. “Digital Programming Services” shall not include the distribution, broadcast and/or exhibition of (i) feature films or Trailers,
(ii) digital feature film content (“Digital Films”) or Trailers or (iii) any form of content which is booked in the majority of Theatres exhibiting such content for at least seven (7) consecutive days; provided, that
the exception set forth in this clause (iii) shall not apply to (x) live events or (y) content distributed by the persons set forth on Schedule 1 to Exhibit A. Notwithstanding the foregoing, LLC may distribute Digital Films or
Trailers across the Digital Content Network upon the prior written approval of Cinemark.” 
 (b) Exhibit A of the Agreement is
hereby amended by adding Schedule 1 attached to this Amendment to Exhibit A. Such schedule shall be referred to in the Agreement as Schedule 1 to Exhibit A. 
 Section 8. Amendment to Exhibit B. Section 1 (Revenue Share) of Part C (Digital Programming) of Exhibit B of the Agreement is hereby amended by deleting the first paragraph contained therein
and substituting the following: 
 “Cinemark will retain [***]% of Net Ticket Revenue for tickets sold pursuant to Digital Programming
Services and 100% of all Concession sales. If Cinemark receives Major Distributor Digital Programming Services as permitted by the first proviso of the second sentence of Section 2.04, then Cinemark shall pay LLC the amounts set forth below:

 A. With respect to content provided as a part of Major Distributor Digital Programming Services which is exhibited during any Monday
through Thursday during non-Digital Event Peak Season, Cinemark will pay LLC [***]% of Net Ticket Revenue for tickets sold pursuant to such Major Distributor Digital Programming Services (such payment, “Non-Peak MDDPS Revenue”).

 B. With respect to content provided as a part of Major Distributor Digital Programming Services that is exhibited during any period other
than Monday through Thursday during non-Digital Event Peak Season, Cinemark will pay LLC [***]% of Net Ticket Revenue for tickets sold pursuant to such Major Distributor Digital Programming Services (such payment, “Peak MDDPS Revenue” and
together with Non-Peak MDDPS Revenue, “MDDPS Revenue”). 
 “Net Ticket Revenue” means all ticket revenue, net of taxes and refunds,
excluding “Comp Passes” distributed for marketing purposes, which shall not exceed 25 per Theatre. If Comp Passes exceed 25 per Theatre, then (i) with respect to Digital Programming Services, LLC shall reimburse Cinemark Net
Ticket Revenue for such Comp Passes exceeding 25 per Theatre and (ii) with respect to Major Distributor Digital Programming Services, Cinemark shall pay LLC LLC’s share of Net Ticket Revenue for such Comp Passes exceeding 25 per
Theatre.” 
  

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 Amendment to Cinemark Exhibitor Services Agreement 








 Section 9. 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. 
 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. 
  

			
	CINEMARK USA, INC.
		
	By:	 	/s/ Michael Cavalier
	Name:	 	Michael Cavalier
	Title:	 	Senior Vice President – General Counsel
	
	NATIONAL CINEMEDIA, LLC
	By: National CineMedia, Inc., its Manager
		
	By:	 	/s/ Kurt C. Hall
	Name:	 	Kurt C. Hall
	Title:	 	Chairman and CEO


  

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 Amendment to Cinemark Exhibitor Services Agreement 








 SCHEDULE 1 TO EXHIBIT A 
  

			
	 Event Name
	  	 Distributor

	[***]	  	[***]

  

 5 
 Amendment to Cinemark Exhibitor Services Agreement