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)
