Item 1.01 Entry into Material Definitive Agreement




On January 5, 2022, National CineMedia LLC (the "Borrower") entered into
Amendment No. 3 (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"). Among other things, the Credit Agreement Amendment provides
for: (i) certain modifications to and extensions to modifications of the
affirmative and negative covenants therein; (ii) the suspension of the
consolidated net total leverage and consolidated net senior secured leverage
financial covenants through the fiscal quarter ended December 29, 2022; (iii)
the consolidated net total leverage ratio and consolidated net senior secured
leverage ratio financial covenants to be set to 9.25 to 1.00 and 7.25 to 1.00,
respectively, for the fiscal quarter ending on or about March 30, 2023, 8.50 to
1.00 and 6.50 to 1.00, respectively, for the fiscal quarter ending on or about
June 29, 2023, 8.00 to 1.00 and 6.00 to 1.00, respectively, for the fiscal
quarter ending on or about September 28, 2023, and 6.25 to 1.00 and 4.50 to
1.00, respectively, for the fiscal quarter ending on or about December 28, 2023
and each fiscal quarter thereafter, and (iv) with respect to the Borrower's
audited financial statements for the fiscal year ended December 30, 2021, a
waiver of the requirement to deliver an auditor's opinion for such financial
statements without a "going concern" or like qualification or exception.
Additionally, pursuant to the terms of the Credit Agreement Amendment, the
Borrower is restricted from making available cash distributions until after the
Borrower delivers a compliance certificate for the quarter ending on or about
December 28, 2023, and, thereafter, the Borrower may only make available cash
distributions if: (i) no default or event of default under the Credit Agreement
has occurred and is continuing; (ii) the consolidated net senior secured
leverage ratio is equal to or less than 4.00 to 1.00; and (iii) the aggregate
principal amount of all outstanding revolving loans under the Credit Agreement
is $39.0 million or less (after giving effect to such distribution). The
requirement for the Borrower to make mandatory prepayments on the term loans
under the Credit Agreement relating to any excess cash flow will not include
Available Cash (as defined in the Credit Agreement) for any fiscal quarters of
the Borrower commencing with the fiscal quarter ending on or about June 30, 2020
and ending with the fiscal quarter ending on or about March 30, 2023.
On January 5, 2022, the Borrower also entered into a Revolving Credit Agreement
(the "New Revolving Credit Agreement") among the Borrower, the lenders party
thereto and Wilmington Savings Fund Society, FSB, as administrative agent and
collateral agent. The New Revolving Credit Agreement provides for revolving loan
commitments of $50.0 million of secured revolving loans, the entire amount of
which was funded on January 5, 2022. The New Revolving Credit Agreement provides
for (i) a cash interest rate of term Secured Overnight Financing Rate (SOFR)
plus 8.0%, with a 1.0% floor, (ii) a maturity date of June 20, 2023 and (iii) a
termination premium if the Borrower terminates the commitments under the New
Revolving Credit Agreement at any time before maturity. The New Revolving Credit
Agreement also contains covenants, representations and warranties and events of
default that are substantially similar to the Credit Agreement.
The foregoing description of the Credit Agreement Amendment and New Revolving
Credit Agreement is qualified in its entirety by reference to the complete
copies of the Credit Agreement Amendment and New Revolving Credit Agreement
filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K
and incorporated by reference herein.
Item 2.03       Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
                Sheet Arrangement of Registrant


The information provided in Item 1.01 of this Form 8-K concerning the New
Revolving Credit Agreement and Credit Agreement Amendment is hereby incorporated
into this Item 2.03.
Item 7.01   Regulation FD Disclosure.


On January 6, 2022, the Company issued a press release announcing the Credit
Agreement Amendment and Revolving Credit Agreement disclosed under Item 1.01
above. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Item 7.01, including the press release, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set
forth by reference to such filing.


                   Item 9.01   Financial Statements and Exhibits




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Exhibit No. Description



10.1                Amendment No. 3 to the Credit Agreement, dated as of

January 5, 2022, by and among

National CineMedia, LLC, each lender party thereto, and

JPMorgan Chase Bank, N.A., as


                  administrative agent
10.2                Revolving Credit Agreement, dated as of January 5,

2022, by and among National

CineMedia, LLC, each lender party thereto, and Wilmington

Savings Fund Society, FSB,


                  as administrative     agent and collateral     agent
99.1                Press Release of National CineMedia, Inc. dated January 6, 2022.
104               Cover Page Interactive Data File (embedded within the Inline XBRL document).

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