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Credit Agreement

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Title:

Credit Agreement

Entities:

National Cinemedia, Inc.

Date:

2007

Size:

Preview shows 60KB of 470KB total

Price:

$99

ID:

#2699623

► Loans ► Credit Agreements

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$805,000,000

CREDIT AGREEMENT

among

NATIONAL CINEMEDIA, LLC,

as Borrower,

The Several Lenders

from Time to Time Parties Hereto,

LEHMAN BROTHERS INC. and

J.P. MORGAN SECURITIES, INC.,

as Arrangers

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent

CREDIT SUISSE (USA) LLC and

MORGAN STANLEY SENIOR FUNDING, INC., as

Co-Documentation Agents

and

LEHMAN COMMERCIAL PAPER INC.,

as Administrative Agent

Dated as of February 13, 2007

TABLE OF CONTENTS


		Page
SECTION 1.	DEFINITIONS	1
1.1	Defined Terms	1
1.2	Other Definitional Provisions	27

SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	28
2.1	Term Loan Commitments	28
2.2	Procedure for Term Loan Borrowing	28
2.3	Repayment of Term Loans	28
2.4	Revolving Credit Commitments	28
2.5	Procedure for Revolving Credit Borrowing	29
2.6	Swing Line Commitment	29
2.7	Procedure for Swing Line Borrowing; Refunding of Swing Line Loans	30
2.8	Repayment of Loans; Evidence of Debt	31
2.9	Commitment Fees, etc	32
2.10	Termination or Reduction of Revolving Credit Commitments	32
2.11	Optional Prepayments	33
2.12	Mandatory Prepayments	33
2.13	Conversion and Continuation Options	34
2.14	Minimum Amounts and Maximum Number of Eurodollar Tranches	34
2.15	Interest Rates and Payment Dates	35
2.16	Computation of Interest and Fees	35
2.17	Inability to Determine Interest Rate	36
2.18	Pro Rata Treatment and Payments	36
2.19	Requirements of Law	38
2.20	Taxes	39
2.21	Indemnity	41
2.22	Illegality	41
2.23	Change of Lending Office	42
2.24	Replacement of Lenders under Certain Circumstances	42
2.25	Incremental Credit Extensions	42

SECTION 3.	LETTERS OF CREDIT	44
3.1	L/C Commitment	44
3.2	Procedure for Issuance of Letter of Credit	45
3.3	Fees and Other Charges	45
3.4	L/C Participations	45
3.5	Reimbursement Obligation of the Borrower	47
3.6	Obligations Absolute	47
3.7	Letter of Credit Payments	48
3.8	Applications	48

SECTION 4.	REPRESENTATIONS AND WARRANTIES	48
4.1	Financial Condition	48


4.2	No Change	49
4.3	Corporate Existence; Compliance with Law	49
4.4	Power; Authorization; Enforceable Obligations	49
4.5	No Legal Bar	50
4.6	No Material Litigation	50
4.7	No Default	50
4.8	Ownership of Property; Liens	50
4.9	Intellectual Property	50
4.10	Taxes	51
4.11	Federal Regulations	51
4.12	Labor Matters	51
4.13	ERISA	51
4.14	Investment Company Act; Other Regulations	52
4.15	Subsidiaries	52
4.16	Use of Proceeds	52
4.17	Environmental Matters	52
4.18	Accuracy of Information, etc	53
4.19	Security Documents	53
4.20	Solvency	54
4.21	Certain Documents	54

SECTION 5.	CONDITIONS PRECEDENT	54
5.1	Conditions to Initial Extension of Credit	54
5.2	Conditions to Each Extension of Credit	56

SECTION 6.	AFFIRMATIVE COVENANTS	57
6.1	Financial Statements	57
6.2	Certificates; Other Information	58
6.3	Payment of Obligations	59
6.4	Conduct of Business and Maintenance of Existence; Compliance.	59
6.5	Maintenance of Property; Insurance	59
6.6	Inspection of Property; Books and Records; Discussions	59
6.7	Notices	60
6.8	Environmental Laws	61
6.9	Interest Rate Protection	61
6.10	Additional Collateral, etc.	61
6.11	Further Assurances	63

SECTION 7.	NEGATIVE COVENANTS	63
7.1	Financial Condition Covenant	63
7.2	Limitation on Indebtedness	64
7.3	Limitation on Liens	65
7.4	Limitation on Fundamental Changes	67
7.5	Limitation on Disposition of Property	67
7.6	Limitation on Restricted Payments	69
7.7	Limitation on Capital Expenditures	70
7.8	Limitation on Investments	71


7.9	Limitation on Amendments to Other Documents	73
7.10	Limitation on Transactions with Affiliates	73
7.11	Limitation on Sales and Leasebacks	73
7.12	Limitation on Changes in Fiscal Periods	73
7.13	Limitation on Negative Pledge Clauses	73
7.14	Limitation on Restrictions on Subsidiary Distributions	74
7.15	Limitation on Lines of Business	74

SECTION 8.	EVENTS OF DEFAULT	74

SECTION 9.	THE AGENTS	77
9.1	Appointment	77
9.2	Delegation of Duties	78
9.3	Exculpatory Provisions	78
9.4	Reliance by Agents	78
9.5	Notice of Default	79
9.6	Non-Reliance on Agents and Other Lenders	79
9.7	Indemnification	79
9.8	Agent in Its Individual Capacity	80
9.9	Successor Administrative Agent	80
9.10	Authorization to Release Liens and Guarantees	81
9.11	The Arranger; the Syndication Agent; the Co-Documentation Agents	81

SECTION 10.	MISCELLANEOUS	81
10.1	Amendments and Waivers	81
10.2	Notices	84
10.3	No Waiver; Cumulative Remedies	85
10.4	Survival of Representations and Warranties	85
10.5	Payment of Expenses	85
10.6	Successors and Assigns; Participations and Assignments	87
10.7	Adjustments; Set-off	90
10.8	Counterparts	91
10.9	Severability	91
10.10	Integration	91
10.11	GOVERNING LAW	91
10.12	Submission To Jurisdiction; Waivers	92
10.13	Acknowledgments	92
10.14	Confidentiality	92
10.15	Release of Collateral and Guarantee Obligations	93
10.16	Accounting Changes	94
10.17	Delivery of Lender Addenda	94
10.18	WAIVERS OF JURY TRIAL	94


SCHEDULES:

4.19(a)(i)		UCC Filing Jurisdictions
4.19(a)(ii)		UCC Financing Statements to Remain on File
4.19(a)(iii)		UCC Financing Statements to be Terminated
7.2(d)		Existing Indebtedness
7.3(f)		Existing Liens
7.10		Transactions with Affiliates

EXHIBITS:

A		Form of Guarantee and Collateral Agreement
B		Form of Compliance Certificate
C-1		Form of Closing Certificate
C-2		Form of Secretarys Certificate
D		Form of Assignment and Acceptance
E		Form of Legal Opinion of Holme Roberts & Owen LLP
F-1		Form of Term Note
F-2		Form of Revolving Credit Note
F-3		Form of Swing Line Note
G		Form of Exemption Certificate
H		Form of Lender Addendum
I		Form of Borrowing Notice
J		Form of Solvency Certificate

CREDIT AGREEMENT, dated as of February 13, 2007, among National CineMedia, LLC, a Delaware limited liability company (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), Lehman Brothers Inc. and J.P. Morgan Securities, Inc., as joint lead arrangers (in such capacity, the Arrangers), JPMorgan Chase Bank, N.A., as syndication agent (in such capacity, the Syndication Agent), Credit Suisse (USA) LLC and Morgan Stanley Senior Funding, Inc., as co-documentation agents (in such capacity, the Co-Documentation Agents) and Lehman Commercial Paper Inc., as administrative agent (in such capacity, the Administrative Agent).

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.1 below) in an initial aggregate amount of $725,000,000 and (ii) a Revolving Credit Facility in an initial aggregate amount of $80,000,000;

WHEREAS, the proceeds of the Term Loans made on the Closing Date will be permitted to be used (i) to redeem the Borrowers Preferred Equity (the Redemption and collectively with the Refinancing described below and the payments described in clauses (ii) and (iii) of this paragraph, the Transaction), (ii) to pay (directly or indirectly) fees and expenses related to the Redemption, the Refinancing, the initial public offering of the common stock of Holdings and all related transactions and (iii) to finance certain payments to the ESA Parties as compensation for amendments to the Borrowers payment obligations under the ESAs;

WHEREAS, the proceeds of the Revolving Credit Loans will be permitted to be used (i) for working capital and general corporate purposes of the Borrower and its Subsidiaries, (ii) to repay certain existing indebtedness of the Borrower (the Refinancing), (iii) to fund Restricted Payments and other payments permitted by Section 7.6 and (iv) to pay the Final Circuit Share Payments;

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