10.45 Eleventh Amendment

EXECUTION VERSION

PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”

ELEVENTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT

AGREEMENT (this “Eleventh Amendment”), dated as of December 29, 2025, is entered into by and among Consolidated Amusement Holdings, LLC, a Nevada limited liability company (the “Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Guarantors”), the financial institutions identified on the signature pages hereto (collectively, the “Lenders”), and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, with reference to the following facts:

RECITALS

A. The Borrower, the Guarantors, the Lenders, and Bank of America as Administrative Agent, Swingline Lender and L/C Issuer are parties to a Second Amended and Restated Credit Agreement, dated as of March 6, 2020, as amended by a Waiver and First Amendment to Second Amended and Restated Credit Agreement dated as of May 15, 2020 (the “First Amendment”), by a Waiver and Second Amendment to Second Amended and Restated Credit Agreement dated as of August 7, 2020 (the “Second Amendment”), by a Waiver and Third Amendment to Second Amended and Restated Credit Agreement dated as of November 8, 2021 (the “Third Amendment”), by a Fourth Amendment to Second Amended and Restated Credit Agreement dated as of November 29, 2022 (the “Fourth Amendment”), by a Waiver and Fifth Amendment to Second Amended and Restated Credit Agreement dated as of March 30, 2023 (the “Fifth Amendment”), by a Waiver and Sixth Amendment to Second Amended and Restated Credit Agreement dated as of March 27, 2024 (the “Sixth Amendment”), by a Waiver and Seventh Amendment to Second Amended and Restated Credit Agreement dated as of October 3, 2024 (the “Seventh Amendment”), by an Eighth Amendment to Second Amended and Restated Credit Agreement dated as of January 3, 2025 (the “Eighth Amendment”), by a Ninth Amendment to Second Amended and Restated Credit Agreement dated as of April 3, 2025 (the “Ninth Amendment”), and by a Tenth Amendment to Second Amended and Restated Credit Agreement dated as of July 3, 2025 (the “Tenth Amendment”) and collectively with the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment, Ninth Amendment, and Second Amended and Restated Credit Agreement, the “Credit Agreement”), pursuant to which the Lenders provide a revolving credit facility to the Borrower in an aggregate amount of up to $55,000,000.00.

B. The parties are entering into this Eleventh Amendment by which the Lenders will amend and supplement the Credit Agreement as set forth below.

NOW, THEREFORE, the parties hereby agree as follows:

1. Defined Terms. Any and all initially capitalized terms used in this Eleventh Amendment without definition (including, without limitation, in the recitals to this Eleventh Amendment) shall have the respective meanings set forth for such terms in the Credit Agreement.

Amendments to Credit Agreement.

2.1.

Extension of Maturity Date. The definition of “Maturity Date” set forth in Section

1.01 of the Credit Agreement is amended and restated to read as follows:

#90642192v1<BN> - Eleventh Amendment to Second Amended and Restated Credit Agreement

“Maturity Date” means the date that is September 18, 2026; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.”

2.2. Dispositions of Real Property. Sections 2.05(b)B. of the Credit Agreement is amended and restated to read as follows:

“B. RESERVED.”

For the avoidance of doubt, the Borrower Group’s obligation to pay the Net Property Sale Proceeds in the event of a sale of [***] shall remain in full force and effect.

2.3. Interest Rate. Section 2.08(a) of the Credit Agreement is amended and restated to read as follows:

“(a) Interest. All Borrowings shall bear interest at the Base Rate. Subject to the provisions of Section 2.08(b), through and including December 31, 2025, each Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus two hundred fifty (250) basis points. Beginning January 1, 2026 and continuing through and including June 30, 2026, each Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus three hundred fifty (350) basis points. Beginning July 1, 2026, each Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the Base Rate plus five hundred (500) basis points.”

(b)

Default Rate.

(i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Upon the request of the Required Lenders, while any Event of Default exists (including a payment default), all outstanding Obligations (including Letter of Credit Fees) may accrue at a fluctuating interestrate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

Interest Payments. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d) Borrower agrees to pay additional interest on the unpaid principal balance of the Loan at the rate of (i) one-half of one percent (0.50%) per annum commencing on January 1, 2024 and continuing until December 31, 2024 and (ii) one and one-half of one percent (1.50%) per annum commencing on January 1, 2025 and continuing until the Loan is paid in full (the “PIK Interest”). The PIK Interest shall accrue but not be due and payable until the earlier of (i) the Maturity Date or (ii) the date on which the Loan is paid in full.”

2.4. Mandatory Principal Payments. Section 4.3 of the Third Amendment is amended and restated to read as follows:

“Borrower shall make the following principal payments on the Loan:

Date	Principal Payment Amount
January 2, 2026	$50,000.00
February 2, 2026	$50,000.00
March 2, 2026	$500,000.00
April 1, 2026	$50,000.00
May 1, 2026	$50,000.00
June 1, 2026	$500,000.00
July 1, 2026	$50,000.00
August 3, 2026	$50,000.00
Maturity Date	The remaining outstanding balance of the Loans”

2.5. Marketing of [***]. By not later than February 13, 2026, [***] shall be listed for sale with a commercial broker pursuant a listing agreement approved by Administrative Agent in its reasonable discretion.

3. General Release. From and after the effective date of this Eleventh Amendment, the Borrower and each Guarantor hereby agrees that, without any further act, the Administrative Agent, each Lender and each other Secured Party is fully and forever released and discharged from any and all claims for damages or losses to the Borrower, any Guarantor, or to any property of the Borrower or any Guarantor (whether any such damages or losses are known or unknown, foreseen or unforeseen, or patent or latent),

including, without limitation, any tort claim, demand, action or cause of action of any nature, whatsoever, arising under or relating to the Credit Agreement or the other Loan Documents or any of the transactions related thereto, in each case, prior to the date hereof, and the Borrower and each Guarantor hereby waive application of California Civil Code Section 1542. The Borrower and each Guarantor certify that they have read the following provisions of California Civil Code Section 1542:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

The Borrower and each Guarantor understands and acknowledges that the significance and consequence of this waiver of California Civil Code Section 1542 is that even if the Borrower or such Guarantor should eventually suffer additional damages arising out of the facts referred to above, it will not be able to make any claim for those damages. Furthermore, the Borrower and each Guarantor acknowledge that they intend these consequences even as to claims for damages that may exist as of the date of this release but which the Borrower or such Guarantor does not know exist, and which, if known, would materially affect the Borrower’s or such Guarantor’s decision to execute this Eleventh Amendment, regardless of whether the Borrower’s or such Guarantor’s lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause.

4. Conditions Precedent. This Eleventh Amendment shall become effective as of the date first set forth above upon satisfaction of the following conditions:

4.1. This Eleventh Amendment. The Administrative Agent shall have received this Eleventh Amendment duly executed by the Borrower, the Guarantors, and each of the Lenders, as applicable;

4.2. Officer’s Certificates. Administrative Agent shall have received officer’s certificates and resolutions authorizing this Eleventh Amendment; and

4.3. Due Diligence. Administrative Agent and Lenders have received and are reasonably satisfied with all reports, inspections, and examinations required by Administrative Agent and Lenders, provided that Lenders shall not require updated certified articles of organization, so long as the Officer’s Certificates described above include a certification that there have been no changes to the articles of organization since the closing of the Tenth Amendment.

5. Reaffirmation and Ratification. The Borrower and each Guarantor hereby reaffirms, ratifies and confirms its Obligations under the Credit Agreement (to the extent it is a party) and all other Loan Documents and acknowledges that all of the terms and conditions of the Credit Agreement and all other Loan Documents, except as otherwise provided herein or therein, remain in full force and effect. The Borrower and each Guarantor further acknowledges and agrees that the liens, security interests, pledges, and assignments created by the Credit Agreement and Loan Documents are valid, effective, properly perfected, and enforceable liens, security interests, pledges, and assignments, and hereby reaffirms the grant of all liens, security interests, pledges, and assignments which each has previously granted to the Administrative Agent and Lenders.

6. Acknowledgements. The Loan Parties acknowledge and agree that as of the effective date of this Eleventh Amendment: (i) the Indebtedness is just, due, and owing, without any right of any Loan Party to setoff, recoup, or counterclaim; (ii) the Administrative Agent and Lenders have fully performed all of their obligations under the Credit Agreement and Loan Documents and are not in default under any

terms, provisions, or conditions of the Credit Agreement or the Loan Documents, and in addition, no circumstances exist under which Administrative Agent and Lenders may be deemed in default merely upon service of notice or passage of time or both; and (iii) the Loan Parties have no defenses to the Indebtedness, the Credit Agreement, or the Loan Documents.

7. Representations and Warranties. Each of the Loan Parties hereby confirms that all representations and warranties of the Loan Parties contained in Article V of the Credit Agreement (to the extent it is a party to the Credit Agreement or in the case of Reading International, Inc., all of the representations and warranties in its Continuing and Unconditional Guaranty dated March 27, 2024), as applicable, continue to be true and correct in all material respects after giving effect to this Eleventh Amendment, except: (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects; and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, in each case, that any representation or warranty which is qualified by reference to Material Adverse Effect shall exclude events, circumstances, occurrences or conditions arising from the COVID-19 pandemic.

8. Events of Default. After giving effect to this Eleventh Amendment, no Default nor any Event of Default has occurred and is continuing under the Credit Agreement.

9. Integration. This Eleventh Amendment constitutes the entire agreement of the parties in connection with the subject matter hereof and cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations regarding the subject matter hereof, if any, are merged into this Eleventh Amendment.

10. Counterparts. This Eleventh Amendment may be executed in multiple counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute but one and the same agreement.

11. Governing Law. This Eleventh Amendment shall be governed by, and construed and enforced in accordance with, the internal laws (as opposed to the conflicts of law principles) of the State of New York.

[Rest of page intentionally left blank; signature pages follow]

IN WITNESS WHEREOF, the patties hereto have executed this Eleventh Amendment by their respective duly authorized officers as of the date first above written.

BORROWER:


	CONSOLIDATED AMUSEMENT HOLDINGS,
	LLC, a Nevada limited liability company
	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer

GUARANTORS:


	CONSOLIDATED ENTERTAINMENT, LLC,
	a Nevada limited liability company

	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer


	ANGELIKA FILM CENTER MOSAIC, LLC,
	a Nevada limited liability company

	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer


	ANGELIKA FILM CENTERs LLC,
	a Delaware limited liability company

	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer


	READING CINEMAS NJ, INC.,
	a Delaware corporation

	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer


	CONSOLIDATED CINEMA SERVICES, LLC,
	a Nevada limited liability company

	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer


	READING MURRIETA THEATER, LLC,
	a Nevada limited liability company

	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer


	KAHALA CINEMA COMPANY, LLC,,
	a Nevada limited liability company

	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer




	KAAHUMANU CINEMAS, LLC,
	a Nevada limited liability company

	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer


	READING CONSOLIDATING HOLDINGS, INC,
	a Nevada corporation

	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer


	KMA CINEMAS, LLC,
	a Nevada limited liability company

	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer


	CARMEL THEATRES, LLC,
	a Nevada limited liability company

	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer



	READING FOOD SERVICES, LLC,
	a Nevada limited liability company

	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer



	READING INTERNATIONAL, INC.,
	a Nevada corporation

	By: /s/ Gilbert Avanes
	Gilbert Avanes
	Chief Financial Officer


	ADMINISTRATIVE AGENT AND LENDERS

	BANK OF AMERICA, N.A.,
	as Administrative Agent

	By: /s/ G. Christopher Miller
	Name: G. Christopher Miller
	Title: Senior Vice President




	BANK OF AMERICA, N.A.,
	as a Lender, L/C Issuer and Swingline Lender

	By: /s/ G. Christopher Miller
	Name: G. Christopher Miller
	Title: Senior Vice President




	BANK OF HAWAII,
	as a Lender

	By: /s/ Merleen Lee
	Name: Merleen Lee
	Title: Vice President