EX-10.37.2



 Exhibit 10.37.2 

 

			
	



	 	 5 The North Colonnade

Canary Wharf
 London

E14 4BB
 United Kingdom

 
 Tel: +44 (0)20 7623 23 23


  

			
	 To:
	  	NATIONAL CINEMEDIA, LLC (the “Counterparty”)
		
	 Attn:
	  	David Oddo
		
	 Fax No:
	  	0013037928829
		
	 From:
	  	BARCLAYS BANK PLC (LONDON HEAD OFFICE) (“Barclays”)
		
	 Date:
	  	December 13, 2012
		
	 Reference:
	  	nyk0d28e0f2 / 3700890B / 11674032

 Amended Cancellation of Interest Rate Swap Transaction 

THIS CANCELLATION AGREEMENT is made on November 26, 2012 
 Between Barclays and Counterparty 
 WHEREAS Barclays and Counterparty have entered into a certain
transaction detailed in the attached Schedule which is subject to the ISDA Master Agreement dated as of February 4, 2010, as amended or supplemented (the “Transaction” and the “Agreement” respectively), the parties
hereto have agreed to cancel the Transaction upon the following terms. The purpose of this Cancellation of Transaction agreement (this Confirmation) is to confirm the terms and conditions of the Cancellation of Transaction agreed
between us on the Cancellation Date specified below (the Transaction). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified above. 

 

			
	 Cancellation Date:
	  	November 26, 2012
		
	 Cancellation Fee:
	  	USD 6,339,600.00
		
	 Payer:
	  	Counterparty
		
	 Payee:
	  	Barclays
		
	 Payment Date:
	  	November 26, 2012
		
	 Barclays Account Details:
	  	Correspondent: BARCLAYS BANK PLC-NEW
		  	YORK
		  	BIC: BARCUS33XXX
		  	Account: 050019228
		
	 Barclays Account Details:
	  	Beneficiary: Barclays Bank PLC

 1. In consideration of the payment of the Cancellation Fee by the Payer to the Payee on the Payment Date, the Transaction
is hereby cancelled with effect from the Cancellation Date such that no further rights or obligations 
 Barclays offers premier investment
banking products and services to its clients through Barclays Bank PLC, Barclays Bank PLC is authorised and regulated by the UK Financial Services Authority and a member of the London Stock Exchange. Barclays Bank PLC is registered in England
No. 1026167. Registered Office: 1 Churchill Place, London E14 5HP. 
 shall arise in relation to either party, except that, any obligation
of either party under the Transaction which became due on or before the Cancellation Date shall remain due until paid or discharged; and 

  
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 2. Counterparty hereby releases Barclays from any and all obligations and liability after the Cancellation
Date under or in connection with the Transaction. 
 3. Barclays hereby releases Counterparty from any and all obligations and liability after
the Cancellation Date under or in connection with the Transaction. 
 4. The foregoing is the entire agreement and understanding between the
parties with respect to the subject matter hereof. 
 5. Capitalised terms used herein and not defined in this Cancellation Agreement will have
the meanings ascribed to them in the Agreement. Any reference to the singular shall include the plural. 
 6. This Cancellation Agreement shall
be governed by and construed in accordance with the governing law of the Agreement. 
 SCHEDULE 

 

			
		
	 Reference:
	  	nyk0d28e0f2
		
	 Type of Transaction:
	  	Interest Rate Swap Transaction
		
	 Trade Date:
	  	February 4, 2010
		
	 Notional Amount:
	  	USD 56,250,000.00
		
	 Effective Date:
	  	December 14, 2009
		
	 Termination Date:
	  	February 13, 2015
		
	 Fixed Rate Payer:
	  	Counterparty
		
	 Floating Rate Payer:
	  	Barclays
		
	 Fixed Rate:
	  	4.984% per annum

 Please confirm that the foregoing correctly sets forth all the terms and conditions of our agreement with respect to the
Swap Transaction by responding within three (3) Business Days by promptly signing in the space provided below and faxing the signed copy to Incoming Transaction Documentation, Barclays Global OTC Transaction Documentation & Management,
Global Operations, Fax +(1) 212-412-1211, Tel +(1) 212-412-3990, Email: NYRatesDerivativesConfirmation@barclays.com. 

  
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	 For and on behalf of

BARCLAYS BANK PLC
	 		 	 For and on behalf of

NATIONAL CINEMEDIA, LLC

			
		 		 	By: National CineMedia, Inc. its Manager
			
	/s/ Robert Chibowski	 		 	/s/ Gary W. Ferrera
	 NAME: Robert Chibowski

Authorised Signatory
 Date: 14 December
2012
	 		 	 NAME: Gary W. Ferrera

Authorised Signatory EVP/CFO
 Date:
1/11/13



  
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