Item 1.01 Entry into Material Definitive Agreement

On January 17, 2023, National CineMedia, LLC (the "Borrower") entered into (i) Amendment No. 4 (the "Credit Agreement Amendment") to its Credit Agreement, dated as of June 20, 2018, among the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as previously amended (the "Credit Agreement") and (ii) Amendment No. 1 to its Revolving Credit Agreement dated as of January 5, 2022, among the Borrower, lender parties thereto and Wilmington Savings Fund Society, FSB, as administrative agent (the "Revolving Credit Agreement Amendment"). The Credit Agreement Amendment and Revolving Credit Agreement Amendment provide for the addback of specified professional fees paid by the Borrower during the period of January 6, 2023 through the date the Borrower delivers a compliance certificate for the quarter ending on or about December 28, 2023, when calculating the sum of unrestricted cash on hand at the Borrower and revolving credit facility availability under the Credit Agreement and Revolving Credit Agreement required to be maintained under each respective agreement.

The foregoing description of the Credit Agreement Amendment and Revolving Credit Agreement Amendment are qualified in their entirety by reference to the complete copies of the Credit Agreement Amendment and Revolving Credit Agreement Amendment, respectively, filed as Exhibit 10.1 and Exhibit 10.2, to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits




Exhibit No.       Description

10.1                Amendment No. 4 to the Credit Agreement, dated as of January 17, 2023, by and
                  among National CineMedia, LLC, each lender party thereto, and JPMorgan Chase Bank,
                  N.A., as administrative agent
10.2                Amendment No. 1 to the Revolving Credit Agreement, dated as of January 17, 2023,
                  by and among National CineMedia, LLC, each lender party thereto, and Wilmington
                  Savings Fund Society, FSB, as administrative agent
104               Cover Page Interactive Data File (embedded within the Inline XBRL document).

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