EXHIBIT T3C-4
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CINEMARK MEXICO (USA), INC.
Issuer,
CINEMARK DE MEXICO, S.A. de C.V.
Guarantor
AND
UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee
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THIRD SUPPLEMENTAL INDENTURE
Dated as of September 30, 1996
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12% Senior Subordinated PIK Notes
due 2003
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THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE (the "Third Supplemental Indenture"),
dated as of September 30, 1996, among Cinemark Mexico (USA), Inc., a Texas
corporation (the "Issuer"), Cinemark de Mexico, S.A. de C.V., a Mexican
corporation (the "Guarantor"), and United States Trust Company of New York, as
Trustee (the "Trustee").
RECITALS
A. Issuer, Guarantor and the Trustee executed an indenture, dated as of
July 30, 1993 (the "Original Indenture"), relating to the Issuer's 12% Senior
Subordinated Notes due 2003 (the "Securities"), which was amended by (i) the
First Supplemental Indenture dated as of May 2, 1994 (the "First Supplemental
Indenture") and (ii) the Second Supplemental Indenture dated as of August 30,
1995 (the "Second Supplemental Indenture") (the original Indenture as amended by
the First Supplemental Indenture and the Second Supplemental Indenture is
hereinafter referred to as the "Indenture").
B. Issuer and Guarantor, with the consent of holders of more than 50%
of the aggregate principal amount of the Securities outstanding, exclusive of
any Securities owned by Issuer, Guarantor or their respective affiliates, desire
to amend and/or restate certain Sections of the Indenture in connection with the
creation of a new Series D of the Securities and the increase of the maximum
original principal amount of Securities that may be issued, authenticated and
delivered under the Indenture.
C. The holders of all of the aggregate principal amount of the
Securities outstanding, exclusive of the Securities owned, if any, by Issuer,
Guarantor or their respective affiliates, desire to exchange (the "Exchange")
their respective Securities for new promissory notes (the "Exchange Notes"). The
Exchange Notes shall contain provisions permitting the Issuer to elect, for the
period through and including February 1, 2000, to pay all accrued and unpaid
interest on each interest payment date by issuing additional notes of the same
series (the "Additional Securities") in an aggregate principal amount equal to
the interest that would have been payable during such period assuming the
principal on the applicable Securities accrued interest for such period at an
interest rate equal to 13% per annum.
D. Issuer and Guarantor, with the consent of holders of all of the
aggregate principal amount of the Securities now outstanding, exclusive of any
Securities owned by Issuer, Guarantor and their respective affiliates, desire to
amend and/or restate certain Sections of the Indenture in connection with the
Exchange.
E. All conditions precedent provided for in the Indenture relating to
this Third Supplemental Indenture have been complied with. Capitalized items
used herein shall have the meanings assigned to them in the Indenture unless
otherwise defined herein.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH,
that for and in consideration of the premises and of the covenants contained
herein, the Issuer and Guarantor hereby covenant and agree with the Trustee, for
the equal benefit of all the present and future holders of the Securities
without preference, priority or distinction of any of the Securities over any of
the others by reason of priority in time of issuance, negotiation or maturity
thereof, or otherwise, and for the benefit of the Trustee and its successors and
assigns, as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
1.1 Amendment to Recitals. The first paragraph of THE RECITALS OF
THE COMPANY is hereby amended and restated in its entirety as follows:
The Company has duly authorized the creation of an issue of
up to $39,272,900 aggregate original principal amount of its (a) 12%
Series A Senior Subordinated Notes due 2003 (the "Series A
Securities"), (b) 12% Senior Subordinated Notes due 2003 (the "Series B
Securities"), 12% Series C Senior Subordinated Notes due 2003 (the
"Series C Securities"), (d) 12% Series D Senior Subordinated Notes due
2003 (the "Series D
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Securities" and, collectively with the Series A Securities, the Series
B Securities and the Series C Securities, the "Securities") of
substantially the tenor and amount hereinafter set forth, and to
provide therefor the Company has duly authorized the execution and
delivery of this Indenture.
1.2 Amendments to Section 1.1
(a) Definition of "Accreted Value". The definition of
"Accreted Value" in Section 1.1 of the Indenture is hereby amended and rested in
its entirety to read as follows:
"Accreted Value" as of any date from and after
September 30, 1996, shall mean the aggregate principal amount of any
Securities Outstanding.
(b) Definitions. The following definitions are hereby
added after the definition of "Additional Interest" in Section 1.1 of the
Indenture.
"Additional Securities" means the Additional
Series A Securities, the Additional Series B Securities, the Additional
Series C Securities or the Additional Series D Securities, as
applicable.
"Additional Series A Securities" means the
additional Series A Securities issued on an Interest Payment Date in lieu of
making a cash interest payment on the Series A Securities pursuant to Section
2.2.
"Additional Series B Securities" means the
additional Series B Securities issued on an Interest Payment Date in lieu of
making a cash interest payment on the Series B Securities pursuant to Section
2.2.
"Additional Series C Securities" means the
additional Series C Securities issued on an Interest Payment Date in lieu of
making a cash interest payment on the Series C Securities pursuant to Section
2.2.
"Additional Series D Securities" means the
additional Series D Securities issued on an Interest Payment Date in lieu of
making a cash interest payment on the Series D Securities pursuant to Section
2.2.
(c) Definition of "Credit Agreement". The first
sentence of the definition of Credit Agreement shall be amended and restated to
read as follows:
"Credit Agreement" means any credit agreement or agreements
which the Company or any Subsidiary shall enter into which provide
credit facilities to the Company or such Subsidiary and their
Subsidiaries in an aggregate original principal amount not to exceed
$10,000,000, plus any accrued interest (including accrued interest
added to such principal amount outstanding), penalties, reimbursements
or indemnity accounts, fees accruing thereon, and interest accruing on
or after the filing of any petition in bankruptcy or for reorganization
relating to the Company or such Subsidiary, whether or not such claim
for post-election interest is allowed in such proceeding."
(d) Definition of "Fractional Additional Securities".
The following is hereby added after the definition of "Expiration Date" in
Section 1.1 of the Indenture:
"Fractional Additional Securities" means
Additional Securities the principal amount of which would be less than $100.00.
(e) Definition of "Securities". The definition of
"Securities" in Section 1.1 of the Indenture is hereby amended and restated in
its entirety as follows:
"Securities" means the Series A Securities, the
Series B Securities, the Series C Securities and the Series D
Securities designated as such in the first paragraph of
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the RECITALS OF THE COMPANY, including the Additional Securities issued
with respect to each series of such Securities.
(f) Definition of "Series D Securities". The following
is hereby added after the definition of "Series C Securities" in Section 1.1 of
the Indenture.
"Series D Securities" means the Series D
Securities designated as such in the first paragraph of the RECITALS OF
THE COMPANY.
1.3 Amendment to Section 2.2.
(a) The following is hereby added after the sixth paragraph
of Section 2.2 of the Indenture:
"If Series D Securities, then insert 12% Series D Senior
Subordinated PIK Notes due 2003.
(b) The seventh paragraph of Section 2.2 of the Indenture is
hereby amended and restated in its entirety as follows:
"Cinemark Mexico (USA), Inc., a corporation duly organized
and existing under the laws of Texas (herein called the "Company",
which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
______________________________, or registered assigns, the principal of
this Security in an amount equal to the sum of $__________ Dollars on
August 1, 2003, and to pay interest on the unpaid principal amount from
the most recent date to which interest has been paid or, if no interest
has been paid, from the date of the original issuance hereof, at the
rate of 12% per annum until the principal hereof is paid or made
available for payment and at the rate of 12% per annum on any overdue
principal and premium and on any overdue installment of interest (but
not to exceed the maximum rate permitted by applicable law) until paid
as specified on the reverse hereof. The Company shall pay interest
semi-annually on August 1 and February 1 of each year, commencing
February 1, 1997 or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"). On any
Interest Payment Date through and including February 1, 2000, the
Company may, at its option, by giving the Holder of such Security and
the Trustee notice of its election not less than 5 days nor more than
45 days prior to the record date for the related Interest Payment Date,
pay interest on the Security either in cash (at the rate specified
above) or through the issuance of Additional Securities in an aggregate
principal amount equal to the amount of interest that would have been
payable if such Security had accrued interest during the relevant
interest period at the rate of 13% per annum. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the July 15th or January 15th (whether or not
a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on
which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture. On each such Interest Payment Date when the Company elects
to issue Additional Securities, the Trustee shall, upon the Company's
order, authenticate and deliver Additional Securities for original
issuance to the Holder of this Security on the relevant record date, as
shown by the records of the Security Register, in the aggregate
principal amount required to pay such interest; provided, however, that
in lieu of the issuance of any Additional Securities as set forth
above, the Company shall pay the holder of a Fractional Additional
Security an amount in cash equal to the Fractional Additional Security.
Any Additional Securities so issued shall
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be dated the applicable Interest Payment Date, shall bear interest from
and after such date, shall mature on August 1, 2003 and shall be
governed by, and subject to the terms, provisions and conditions of,
such Indenture and shall have the same rights and benefits as this
Security."
1.4 Amendment to Section 2.3. (a) The first paragraph of Section
2.3 of the Indenture is hereby amended and restated in its entirety as follows:
This Security is one of a duly authorized issue of Securities
of the Company designated as its [If Series A Securities, then insert
-- 12% Series A Senior Subordinated PIK Notes due 2003 (the "Series A
Securities") issued under an Indenture, dated as of July 30, 1993, as
amended (herein called the "Indenture"), between the Company and the
United States Trust Company of New York, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), together with the 12% Series B Senior Subordinated PIK
Notes due 2003 of the Company (the "Series B Securities"), the 12%
Series C Senior Subordinated PIK Notes due 2003 (the "Series C
Securities") and the 12% Series D Senior Subordinated PIK Notes due
2003 (the "Series D Securities", and collectively with the Series A
Securities, the Series B Securities and the Series C Securities, the
"Securities").] [If Series B Securities, then insert -- 12%Series B
Senior Subordinated PIK Notes due 2003 (the "Series B Securities")
issued under an Indenture, dated as of July 30, 1993, as amended
(hereinafter called the "Indenture"), between the Company and the
United States Trust Company of New York, as Trustee (herein called the
"Trustee"), which term includes any trustee under the Indenture),
together with the 12% Series A Senior Subordinated PIK Notes due 2003
of the Company (the "Series A Securities"), the 12% Series C Senior
Subordinated PIK Note due 2003 of the Company (the "Series C
Securities"), and the 12% Series D Senior Subordinated PIK Notes due
2003 of the Company (the "Series D Securities", and collectively with
the Series A Securities, Series B Securities and Series C Securities,
the "Securities").] [If Series C Securities, then insert -- 12% Series
C Senior Subordinated PIK Notes due 2003 (the "Series C Securities")
issued under an Indenture, dated as of July 30, 1993, as amended
(herein called the "Indenture"), between the Company and the United
States Trust Company of New York, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), together with the 12% Series A Senior Subordinated PIK
Notes due 2003 of the Company (the "Series A Securities"), the 12%
Series B Senior Subordinated PIK Notes due 2003 of the Company (the
"Series B Securities") and the 12% Series D Senior Subordinated PIK
Notes due 2003 (the "Series D Securities", and collectively with the
Series A Securities, the Series B Securities and the Series C
Securities, the "Securities").] [If Series D Securities, then insert --
12% Series D Senior Subordinated PIK Notes due 2003 (the "Series D
Securities") issued under an Indenture, dated as of July 30, 1993, as
amended (herein called the "Indenture"), between the Company and the
United States Trust Company of New York, as Trustee (herein called the
"Trustee", which term includes any successor or trustee under the
Indenture), together with the 12% Series A Senior Subordinated PIK
Notes due 2003 of the Company (the "Series A Securities"), the 12%
Series B Senior Subordinated PIK Notes due 2003 of the Company (the
"Series B Securities") and the 12% Series C Senior Subordinated PIK
Notes due 2003 of the Company (the "Series C Securities", and
collectively with the Series A Securities, the Series B Securities and
the Series D Securities, the "Securities").] The Securities are limited
in aggregate original principal amount of up to $39,272,900. Reference
is hereby made to the Indenture and all indentures supplemental thereto
for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee, the holders of
the Senior Debt and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered.
(b) The last sentence of the seventh paragraph of Section 2.3
of the Indenture is hereby amended and restated in its entirety as follows:
Each of the Series A Securities, the Series B
Securities, the Series C Securities and the Series D Securities shall rank pari
passu.
(c) The tenth paragraph of Section 2.3 of the Indenture is
hereby amended and restated in its entirety as follows:
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Unless the context otherwise requires, the Series
A Securities, the Series B Securities, the Series C Securities and the
Series D Securities shall constitute one series for all purposes under
the Indenture, including without limitation, amendments, waivers,
approvals, redemptions and Offers to Purchase (except, in the case of
redemptions and Offers to Purchase, for any differences required as a
result of the Series C Securities and the Series D Securities having a
different Accreted Value from the Series A Securities and the Series B
Securities).
(d) The fourteenth paragraph of Section 2.3 of the Indenture
is hereby amended and restated in its entirety as follows:
"The Securities shall be issued only in registered
form without coupons and only in denominations of $1,000 and any
integral multiple thereof; provided, however, the Series D Securities
and the Additional Securities may be issued in denominations of $100
and any integral multiple thereof."
1.5 Amendment to Section 3.1. (a) The first paragraph of Section
3.1 of the Indenture is hereby amended and restated in its entirety as follows:
The aggregate original principal amount of Securities
(including Additional Securities) which may be authenticated and
delivered under this Indenture is limited to $39,272,900.00 (the Series
A Securities are limited to an aggregate original principal amount,
(including Additional Series A Securities) of $662,600.00, the Series B
Securities are limited to an aggregate original principal amount
(including Additional Series B Securities) of $33,129,100.00, the
Series C Securities are limited to an aggregate original principal
amount (including Additional Series C Securities) of $3,313,000.00 and
the Series D Securities are limited to an aggregate original principal
amount (including Additional Series D Securities) of $2,168,200.00),
except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.8 or in connection with
an Offer to Purchase pursuant to Sections 10.11, 10.13 and 10.18.
Subject to such exceptions (i) the maximum aggregate original principal
amount of Securities which may be authenticated and delivered under
this Indenture other than as Additional Securities shall be limited to
$23,822,800.00 (consisting of $400,000 of Series A Securities,
$20,000,000 of Series B Securities, $2,000,000 of Series C Securities
and $1,422,800.00 of Series D Securities), and (ii) the maximum
aggregate original principal amount of Additional Securities which may
be authenticated and delivered under this indenture is limited to
$15,450,100.00 (consisting of $262,600.00 of Additional Series A
Securities, $13,129,100.00 of Additional Series B Securities,
$1,313,000.00 of Additional Series C Securities, and $745,400.00 of
Additional Series D Securities).
(b) The third paragraph of Section 3.1 of the
Indenture is hereby deleted.
(c) The fourth paragraph of Section 3.1 is hereby
amended and restated in its entirety as follows:
The Series A Securities shall be known and
designated as the "12% Series A Senior Subordinated PIK Notes due 2003"
of the Company, the Series B Securities shall be known and designated
as the "12% Series B Senior Subordinated PIK Notes due 2003" of the
Company, the Series C Securities shall be known and designated as the
"12% Series C Senior Subordinated PIK Notes due 2003" of the Company
and the Series D Securities shall be known and designated as the "12%
Series D Senior Subordinated PIK Notes due 2003" of the Company. The
Stated Maturity of the Securities shall be August 1, 2003. The
Securities shall bear interest on the unpaid principal amount of such
Securities at the rate of 12% per annum, payable semi-annually on
August 1 and February 1, commencing February 1, 1997 in the case of the
Series A Securities, the Series B Securities, the Series C Securities,
and the Series D Securities, until the principal thereof is paid or
made available for payment; provided, however, on any Interest Payment
Date through and including February 1, 2000, the Company may, at its
option, by giving the holder of this Security and the Trustee notice of
its election not less than 5 days nor more than 45 days prior to the
record date for the related Interest Payment Date, pay interest on the
Security, in lieu of payment of interest on the Security in cash,
through the
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issuance of Additional Securities, in an aggregate principal amount
equal to the amount of the interest that would have been payable if
such Note had accrued interest during the relevant interest period at
the rate of 13% per annum. Additional Securities may only be issued in
lieu of payment of interest in cash on Securities. Additional
Securities issued in lieu of payment of interest in cash on Series A
Securities shall constitute additional Series A Securities; Additional
Securities issued in lieu of payment of interest in cash on Series B
Securities shall constitute additional Series B Securities; Additional
Securities issued in lieu of payment of interest in cash on Series C
Securities shall constitute additional Series C Securities; and
Additional Securities issued in lieu of payment of interest in cash on
Series D Securities shall constitute additional Series D Securities.
(d) The eighth paragraph of Section 3.1 of the
Indenture is hereby amended and restated in its entirety as follows:
The Securities shall be subordinated in right of
payment to Senior Debt as provided in Article XII and the Series A
Securities, the Series B Securities, the Series C Securities and the
Series D Securities shall rank pari passu.
(e) The tenth paragraph of Section 3.1 of the
Indenture is hereby amended and restated in its entirety as follows:
Unless the context otherwise requires, the Series
A Securities, the Series B Securities, the Series C Securities and the
Series D Securities (including all Additional Securities constituting
Securities of each such series) shall constitute one series for all
purposes under the Indenture, including without limitation, amendments,
waivers, approvals, redemptions and Offers to Purchase (except, in the
case of redemptions and Offers to Purchase, for any differences
required as a result of the Series C Securities and the Series D
Securities having a different Accreted Value from the Series A
Securities and the Series B Securities).
1.6 Amendment to Section 3.2. Section 3.2 is hereby amended and
restated in its entirety to read as follows:
"The Securities shall be issued only in registered
form without coupons and only in denominations of $1,000 and any
integral multiple thereof; provided, however, the Series D Securities
and the Additional Securities may be issued in denominations of $100
and any integral multiple thereof."
1.7 Amendment to Section 3.5. The last sentence of the first
paragraph of Section 3.5 of the Indenture is hereby amended and restated in its
entirety as follows:
Such Security Register shall distinguish between
Series A Securities, Series B Securities, Series C Securities and
Series D Securities.
1.8 Amendment to Section 10.8(b). Section 10.8(b) is hereby
amended and restated to read in its entirety as follows:
Limitation on Consolidated Debt.
(b) After September 30, 1996, the Company and its
Subsidiaries may Incur Debt, if, at the date of and giving
effect to the incurrence of such Debt, the Pro Forma Cash
Flow Coverage Ratio is equal to or greater than 2.0 to 1.0.
Notwithstanding the foregoing sentence, the Company or any
Subsidiary may Incur Permitted Debt without regard to the
foregoing limitation.
1.9 Amendment to Section 10.13. The first paragraph of Section
10.13 is hereby amended and restated in its entirety to read as follows:
"At the end of any two consecutive fiscal quarters during the
periods after December 31, 1999, the Cash Flow Coverage of
the Company for such two fiscal quarters then ending shall
equal or exceed a ratio of 2.0 to 1.0.
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1.10 Amendment to Section 11.1. The last paragraph of Section 11.1
of the Indenture is hereby amended and restated in its entirety as follows:
Subject to Section 3.1, the Series A Securities, the Series B
Securities, the Series C Securities and the Series D Securities shall
be treated as one class for all purposes under this Indenture,
including, without limitation, redemptions hereunder.
ARTICLE II
Previously Authenticated Notes
To the extent that Series A Securities, Series B Securities and Series
C Securities have been authenticated by the Trustee prior to the date of this
Third Supplemental Indenture, such Securities shall continue to be valid and
binding obligations of the Company notwithstanding the fact that such Securities
do not contain the revised language provided for in Section 1.4 of this Third
Supplemental Indenture. After the date of this Third Supplemental Indenture if
any previously authenticated Securities are presented to the Trustee for
transfer or exchange, any new Series A Securities, Series B Securities or Series
C Securities authenticated by the Trustee as a result of such transfer or
exchange may be in the form prescribed by the Original Indenture; provided that
such Securities contain a legend substantially similar to the following:
Pursuant to the terms of a Third Supplemental Indenture among the
Company, the Guarantor and the Trustee, an additional Series D has been
authorized, which Series D Securities shall rank pari passu with the
Series A Securities, the Series B Securities and the Series C
Securities. Generally, all four series of Securities shall constitute
one series for all purposes under the Indenture, including without
limitation, amendments, waivers, approvals, redemptions and Offers to
Purchase. A copy of the Third Supplemental Indenture is available upon
request from the Company.
ARTICLE III
Miscellaneous Provisions
3.1 Counterparts. This Third Supplemental Indenture may be executed in
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
3.2 Severability. In the event that any provision in this Third
Supplemental Indenture shall be held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
3.3 Headings. The article and section headings are for
convenience only and shall not affect the construction hereof.
3.4 Successors and Assigns. Any covenants and agreements in this Third
Supplemental Indenture by Issuer shall bind its successors and assigns, whether
so expressed or not.
3.5 GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED IN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
3.6 Effect of Third Supplemental Indenture. Except as amended by
this Third Supplemental Indenture, the terms and provisions of the Indenture
shall remain in full force and effect.
3.7 Trustee. The Trustee accepts the modifications of the Trust
effected by this Third Supplemental Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of Issuer, and
the Trustee shall not be responsible or accountable in any way whatsoever for or
with respect to
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the validity or execution or sufficiency of this Third Supplemental Indenture
and the Trustee makes no representation with respect thereto.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be executed by their duly authorized representative as
of the date hereof.
ATTEST: CINEMARK MEXICO (USA), INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By:/s/ ▇▇▇▇ ▇. Stock
Printed Name: ▇▇▇▇ ▇. Stock
Title: President
ATTEST: CINEMARK DE MEXICO, S.A. de C.V.
/s/ ▇▇▇▇ ▇. Stock By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
ATTEST: UNITED STATES TRUST COMPANY OF
NEW YORK
_______________________________ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Printed Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
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