FIRST AMENDED AND RESTATED REDUCING REVOLVING CREDIT AGREEMENT This FIRST AMENDED AND RESTATED REDUCING REVOLVING CREDIT AGREEMENT is entered into as of December 12, 1996 among CINEMARK USA, Inc., a Texas corporation (the "Company"), the several...

EXHIBIT 10.12(a)

FIRST AMENDED AND RESTATED
REDUCING REVOLVING CREDIT AGREEMENT

This FIRST AMENDED AND RESTATED REDUCING REVOLVING CREDIT AGREEMENT is
entered into as of December 12, 1996 among CINEMARK USA, Inc., a Texas
corporation (the "Company"), the several financial institutions from time to
time party to this Agreement (collectively, the "Banks"; individually, a
"Bank"), and Bank of America National Trust and Savings Association, as agent
for the Banks (the "Administrative Agent").

RECITAL

The Banks desire to amend and restate the Existing Credit Facility on
the terms and conditions set forth herein by making available to the Company a
reducing revolving credit facility upon the terms and conditions set forth in
this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:

SECTION 1

DEFINITIONS

1.1 Defined Terms. In addition to the terms defined
elsewhere in this Agreement, the following terms have the
following meanings:

"Affiliate" means, as to any Person, any other Person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person, whether
through the ownership of voting securities, by contract or otherwise. Without
limitation, any director, executive officer or beneficial owner of 10% or more
of the voting interest

of a Person shall for the purposes of this Agreement, be deemed to control the
other Person. In no event shall any Bank be deemed an "Affiliate" of the Company
or of any Subsidiary of the Company.

"Agent-Related Persons" means BofA and any successor agent arising
under Section 9.9, and the Documentation Agent, together with their respective
Affiliates, and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.

"Aggregate Commitment" means the combined Commitments of the Banks in
the amount of $225,000,000, as such amount may be reduced from time to time
pursuant to this Agreement.

"Agreement" means this First Amended and Restated Reducing Revolving
Credit Agreement, as amended, modified, supplemented or waived from time to time
in accordance with the terms hereof.

"Annualized Cash Flow" means, for any period, for the Company and its
Restricted Subsidiaries, Cash Flow for such period plus (a) Proforma Cash Flow
for Annualized Theatres less (b) Cash Flow from Annualized Theatres; provided,
however, that if during the period for which Annualized Cash Flow is being
determined, the Company or any of its Restricted Subsidiaries shall have
acquired any assets identified to the Agent other than assets acquired as a
result of Capital Expenditures made in the ordinary course of business
(including without limitation acquisition by merger or consolidation) or
Disposed of assets, the Cash Flow of the Company and its Restricted Subsidiaries
shall be calculated on a pro forma basis as if such acquisition or disposition
had occurred at the beginning of such period.

"Annualized Theatres" means, for any period, newly constructed
theatres identified to the Agent that have had more than one complete quarter of
operation, but less than four complete quarters of operation (each, an
"Annualized Theatre").

"Applicable Amount" means, subject, with respect to Offshore Rate
Loans, to the provisos immediately following the table, the percentage specified
below applicable to interest rates and the Commitment fee opposite the
applicable ratio of

Total Indebtedness to Annualized Cash Flow, as set forth in the most recent
certificate received by the Administrative Agent pursuant to Section 4.1(g) or
6.2(a):

Ratio of Total
Indebtedness to
Annualized Cash Offshore Base Commitment
Flow Rate Loans Rate Loans Fee

x 4.50 1.750% 0.50% 0.3750%
4.00 x 4.50 1.500% 0.25% 0.3500%
3.50 x 4.00 1.250% -- 0.3250%
3.00 x 3.50 1.000% -- 0.2750%
2.50 x 3.00 0.750% -- 0.2250%
2.00 x 2.50 0.625% -- 0.2000%
x 2.00 0.500% -- 0.1875%

provided, however, that any time the ratio of Senior Indebtedness to Annualized
Cash Flow is (a) less than 2.50 to 1, but greater than or equal to 1.75 to 1,
the above Applicable Amount for Offshore Rate Loans shall be reduced by 0.125%
per annum, or (b) less than 1.75 to 1, the above Applicable Amount for Offshore
Rate Loans shall be reduced by 0.250% per annum.

The Applicable Amount shall be in effect from the date the most recent
certificate delivered pursuant to Section 4.1(g) or 6.2(a) is received by the
Administrative Agent to but excluding the date the next such certificate is
received; provided, however, that if the Company fails to timely deliver the
next such certificate, the Applicable Amount from date such certificate was due
to but excluding the date such certificate is received by the Administrative
Agent (the "Delinquent Period") shall be the higher of (a) the Applicable Amount
already in effect and (b) the Applicable Amount as set forth in such certificate
when received, retroactively applied to the Delinquent Period.

"Assignee" has the meaning specified in Section
10.8(a).

"Bank" has the meanings specified in the introductory
clause hereto, and any successors to, and permitted assigns of,

such Banks. Unless the context otherwise clearly requires, "Bank" includes any
such institution, or any Affiliate of such institution, in its capacity as a
counterparty under any Swap Contract.

"Bank Affiliate" means a Person engaged primarily in the business of
commercial banking and that is a Subsidiary of a Bank or of a Person of which a
Bank is a Subsidiary.

"Bankruptcy Code" means the Federal Bankruptcy Reform
Act of 1978 (12 U.S.C. ss. 101, et seq.).

"Base Rate" means the higher of: (a) the rate of interest publicly
announced from time to time by BofA in San Francisco, California, as its
"reference rate." It is a rate set by BofA based upon various factors including
BofA's costs and desired return, general economic conditions and other factors,
and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate; and (b) one-half percent per annum above
the Federal Funds Rate. Any change in the reference rate announced by BofA shall
take effect at the opening of business on the day specified in the public
announcement of such change.

"Base Rate Loan" means a Loan that bears interest based on the Base
Rate.

"BofA" means Bank of America National Trust and Savings Association, a
national banking association, and any successors thereto under this Agreement.

"Borrowing" means a borrowing hereunder consisting of Loans made to
the Company on the same day by the Banks pursuant to Section 2.

"Borrowing Date" means the date a Borrowing is made.

"Business Day" means any day other than a Saturday, Sunday or other
day on which commercial banks in New York City or San Francisco are authorized
or required by law to close and, if the applicable Business Day relates to any
Offshore Rate Loan, means such a day on which dealings are carried on in the
applicable offshore dollar interbank market.

"Capital Expenditures" means, for any period and with respect to any
Person, the aggregate of all expenditures by such Person and its Restricted
Subsidiaries for the acquisition or leasing of fixed or capital assets or
additions to equipment (including replacements, capitalized repairs and
improvements during such period) which should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Restricted Subsidiaries. For
the purpose of this definition, the purchase price of equipment which is
purchased simultaneously with the trade-in of existing equipment owned by such
Person or any of its Restricted Subsidiaries or with insurance proceeds shall be
included in Capital Expenditures only to the extent of the gross amount of such
purchase price less the credit granted by the seller of such equipment for such
equipment being traded in at such time, or the amount of such proceeds, as the
case may be.

"Capital Lease" has the meaning specified in the
definition of Capital Lease Obligations.

"Capital Lease Obligations" means all monetary obligations of the
Company or any of its Restricted Subsidiaries under any leasing or similar
arrangement which, in accordance with GAAP, is classified as a capital lease
("Capital Lease").

"Capital Stock" of any Person means (a) any and all shares, interest,
participations or other equivalents (however designated) of such Persons'
capital stock and any warrants, options and similar rights to acquire such
capital stock, (b) in the case of a partnership, partnership interests (whether
general or limited) and (c) any other interest or participation that confers on
a Person the right to receive a share of the profits and losses of, or
distributions or assets of, the issuing Person.

"Cash Equivalents" means any Investment in the
following kinds of instruments:

(a) readily marketable obligations issued or unconditionally
guaranteed as to principal and interest by the United States of America or by
any agency or authority controlled or supervised by and acting as an
instrumentality of the United States of America if, on the date of purchase or
other acquisition of any such instrument by the Company or any Restricted
Subsidiary of the Company, the remaining term to

maturity or interest rate adjustment is not more than two years;

(b) obligations (including, but not limited to, demand
or time deposits, bankers' acceptances and certificates of
deposit) issued by a depository institution or trust company
incorporated under the laws of the United States of America, any
state thereof or the District of Columbia, Canada or any province
thereof, provided that (1) such instrument has a final maturity
not more than one year from the date of purchase thereof by the
Company or any Restricted Subsidiary of the Company and (2) such
depository institution or trust company has, at the time of the
Company's or such Restricted Subsidiary's Investment therein or
contractual commitment providing for such Investment, (x)
capital, surplus and undivided profits (as of the date of such
institution's most recently published financial statements) in
excess of $100,000,000 and (y) the long-term unsecured debt
obligations (other than such obligations rated on the basis of
the credit of a person or entity other than such institution) of
such institution, at the time of the Company's or any Restricted
Subsidiary's Investment therein or contractual commitment
providing for such Investment, are rated in the highest rating
category of both Standard & Poor's Rating Group ("S&P") and
▇▇▇▇▇'▇ Investor Service, Inc. ("Moody's");

(c) commercial paper issued by any corporation, if such commercial
paper has, at the time of the Company's or any Restricted Subsidiary's
Investment therein or contractual commitment providing for such Investment,
credit ratings of at
least A-1 by S&P and P-1 by Moody's;

(d) money market mutual or similar funds having assets
in excess of $100,000,000;

(e) readily marketable debt obligations issued by any corporation, if
at the time of the Company's or any Restricted Subsidiary's Investment therein
or contractual commitment providing for such Investment (1) the remaining term
to maturity is not more than two years and (2) such debt obligations are rated
in one of the two highest rating categories of both S&P and Moody's;

(f) demand or time deposit accounts used in the
ordinary course of business with commercial banks the balances in

which are at all times fully insured as to principal and interest by the Federal
Deposit Insurance Corporation or any successor thereto or any Canadian
equivalent thereof; and

(g) demand or time deposit accounts used in the ordinary course of
business with overseas branches of commercial banks incorporated under the laws
of the United States of America, any state thereof or the District of Columbia,
Canada or any province; provided that such commercial bank has, at the time of
the Company's or such Restricted Subsidiary's Investment therein, (1) capital,
surplus and undivided profits (as of the date of such institution's most
recently published financial statements) in excess of $100,000,000 and (2) the
long-term unsecured debt obligations (other than such obligations rated on the
basis of the credit of a person or entity other than such institution) of such
institution, at the time of the Company's or such Restricted Subsidiary's
Investment therein are rated in the highest rating category of both S&P and
Moody's. In the event that either S&P or Moody's ceases to publish ratings of
the type provided herein, a replacement rating agency shall be selected by the
Company with the consent of the Majority Banks, and in each case the rating of
such replacement rating agency most nearly equivalent to the corresponding S&P
or ▇▇▇▇▇'▇ rating, as the case may be, shall be used for purposes hereof.

"Cash Flow" means, for any period, for the Company and its Restricted
Subsidiaries on a consolidated basis, or, as applicable, with respect to certain
properties or assets, determined in accordance with GAAP, the sum of (a) net
income (or net loss) plus (b) all amounts treated as expenses for depreciation
and Consolidated Interest Expense (including amortization of debt issue costs)
and the amortization of intangibles of any kind to the extent included in the
determination of such net income (or loss), plus (c) all accrued taxes on or
measured by income to the extent included in the determination of such net
income (or loss) plus (d) increases in deferred lease expense, plus (e) other
non cash items reducing net income, plus (f) compensation expense related to tax
payment plans implemented by the Company from time to time in connection with
the exercise and/or repurchase of stock options or the repurchase of any shares
of common stock issued upon the exercise of any such option which, net of the
related tax benefit, does not exceed $5,000,000 in the aggregate less (g)
decreases in

deferred lease expense, less (h) interest income; provided, however, that net
income (or loss) shall be computed for these purposes without giving effect to
gains or losses on Dispositions or extraordinary losses or extraordinary gains.

"CERCLA" has the meaning specified in the definition of
"Environmental Laws."

"Change in Control Event" means:

(a) the acquisition, including through merger, consolidation or
otherwise, by any Person or any Persons acting together which would constitute a
"group" (a "Group") for purposes of Section 13(d) of the Exchange Act, together
with all affiliates and associates (as defined in Rule 12b-2 under the Exchange
Act) thereof, of direct or indirect beneficial ownership (as defined in Rule
13d-3 under the Exchange Act) of more than 50% of, (i) the outstanding shares of
common stock of the Company or (ii) the total voting power of all classes of
Capital Stock of the Company entitled to vote generally in the election of
directors; or

(b) the election by any Person or Group, together with all affiliates
and associates thereof, of a sufficient number of its or their nominees to the
Board of Directors of the Company such that such nominees, when added to any
existing directors remaining on such Board of Directors after such election who
are affiliates or associates of such Person or Group, shall constitute a
majority of such Board of Directors;

provided, however, that, for purposes of this definition, the terms "Person" and
"Group" shall be deemed not to include (v) the Company, (w) any Restricted
Subsidiary of the Company that is a Wholly Owned Subsidiary, (x) the ▇▇▇▇▇▇▇▇
Family, (y) any group which includes any member or members of the ▇▇▇▇▇▇▇▇
Family if a majority of the Capital Stock of the Company held by such group is
beneficially owned (including the power to vote such Capital Stock of the
Company) by such member or members or by one or more affiliates at least 80% of
the equity interests of which are owned by such member or members or (z) Cypress
Merchant Banking Partners L.P. or Cypress Pictures Ltd.; provided, further,
that, the term "Change of Control" shall be deemed not to include any
transaction or series of transactions that results in the Capital

Stock of the Company being held by one or more Persons if the beneficial
ownership, direct or indirect, of the Company after such transaction or series
of transactions is substantially the same as the beneficial ownership, direct or
indirect, of the Company prior to such transaction or transactions.

"Cinemark International" means Cinemark International,
Inc. a Texas corporation and formerly known as Cinemark II, Inc.

"Closing Date" means the date on which all conditions precedent set
forth in Section 4.1 are satisfied or waived by all Banks.

"Code" means the Internal Revenue Code of 1986, and
regulations promulgated thereunder.

"Collateral" means all property and interests in property and proceeds
thereof now owned or hereafter acquired by the Pledgors upon which a Lien now or
hereafter exists in favor of the Banks, or the Administrative Agent on behalf of
the Banks, whether under this Agreement or under any other documents executed by
any such persons and delivered to the Administrative Agent or the Banks, for the
purpose of securing the Obligations.

"Collateral Documents" means, collectively, (a) the Pledge Agreements
and all other security agreements, and other similar agreements between any
Person and the Administrative Agent now or hereafter delivered to the
Administrative Agent pursuant to or in connection with the transactions
contemplated hereby, and all financing statements (or comparable documents) now
or hereafter filed in accordance with the UCC (or comparable law) against any
Person as debtor in favor of the Administrative Agent for the benefit of itself
and the Banks, and (b) any amendments, supplements, modifications, renewals,
replacements, consolidations, substitutions and extensions of any of the
foregoing.

"Commitment", with respect to each Bank, has the
meaning specified in Section 2.1.

"Consolidated Cash Interest Expense" means, for any period,
Consolidated Interest Expense paid or due to be paid during such period.

"Consolidated Interest Expense" means, for any period, gross
consolidated interest expense for the period determined in accordance with GAAP
(including all commissions, discounts, fees and other charges in connection with
standby letters of credit and similar instruments and amortization of debt issue
costs) for the Company and its Restricted Subsidiaries, plus (a) the portion of
the upfront costs and expenses for Swap Contracts of the Company and its
Restricted Subsidiaries (to the extent not included in gross consolidated
interest expense) fairly allocated to such Swap Contracts as expenses for such
period, and (b) capitalized interest of the Company and its Restricted
Subsidiaries for the period.

"Consolidated Tangible Assets" means, as of any date, the amount
which, in accordance with GAAP, would be set forth under the caption "Total
Assets" (or any like caption) on a consolidated balance sheet of such Person and
its Restricted Subsidiaries, less all intangible assets, including, without
limitation, goodwill, organization costs, patents, trademarks, copyrights,
franchises and research and development costs.

"Contingent Obligation" means, as applied to any Person, any direct or
indirect liability of that Person with respect to any Indebtedness, lease,
dividend, letter of credit or other obligation (the "primary obligations") of
another Person (other than a Restricted Subsidiary) (the "primary obligor"),
including any obligation of that Person, whether or not contingent, (a) to
purchase, repurchase or otherwise acquire such primary obligations or any
property constituting direct or indirect security therefor, (b) to advance or
provide funds (i) for the payment or discharge of any such primary obligation,
or (ii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency or any balance sheet item, level
of income or financial condition of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation, (d) otherwise to assure or hold harmless the
holder of any such primary obligation against loss in respect thereof, or (e) in
respect of any Swap Contract. The amount of any Contingent Obligation shall be
deemed equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made or, in the

case of Contingent Obligations other than in respect of Swap Contracts, if not
stated or if indeterminable, the maximum reasonably anticipated liability in
respect thereof and, in the case of Contingent Obligations in respect of Swap
Contracts, shall be equal to the Swap Termination Value.

"Contractual Obligations" means, as to any Person, any provision of
any security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument, document or agreement to
which such Person is a party or by which it or any of its property is bound.

"Controlled Group" means the Company and all Persons (whether or not
incorporated) under common control or treated as a single employer with the
Company pursuant to Section 414(b), (c), (m) or (o) of the Code.

"Conversion Date" means any date on which the Company elects to
convert a Base Rate Loan into an Offshore Rate Loan; continue an Offshore Rate
Loan as an Offshore Rate Loan; or convert an Offshore Rate Loan into a Base Rate
Loan.

"Covered Acquisition" means, in respect of any Disposition, (a) the
acquisition or development of theatre properties or other activities incidental
thereto within 360 days of such Disposition, or (b) the entering into a
definitive agreement to acquire or develop theatre properties or other
activities incidental thereto within 360 days of such Disposition, provided that
such acquisition or development is completed within 360 days of such
Disposition.

"Default" means any event or circumstance which, with the giving of
notice, the lapse of time, or both, would (if not cured or otherwise remedied
during such time) constitute an Event of Default.

"Disposition" means (a) the sale, lease, conveyance or other
disposition of Property, and (b) the sale or transfer by the Company or any
Restricted Subsidiary of the Company of any equity securities issued by any
Restricted Subsidiary of the Company and held by such transferor Person, in
either case, other than to the Company or a Subsidiary.

"Documentation Agent" means NationsBank of Texas, N.A.

"Dollars", "dollars" and "$" each mean lawful money of
the United States.

"Eligible Assignee" means (a) a commercial bank organized under the
laws of the United States, or any state thereof, and having a combined capital
and surplus of at least $100,000,000; (b) a commercial bank organized under the
laws of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country, and having a combined capital and surplus of at least $100,000,000,
provided that such bank is acting through a branch or agency located in the
United States; and (c) any Bank Affiliate.

"Environmental Claims" means all claims, however asserted, by any
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law or for release or injury
to the environment or threat to public health, personal injury (including
sickness, disease or death), property damage, natural resources damage, or
otherwise alleging liability or responsibility for damages (punitive or
otherwise), cleanup, removal, remedial or response costs, restitution, civil or
criminal penalties, injunctive relief, or other type of relief, resulting from
or based upon (a) the presence, placement, discharge, emission or release
(including intentional and unintentional, negligent and non-negligent, sudden or
non-sudden, accidental or non-accidental placement, spills, leaks, discharges,
emissions or releases) of any Hazardous Material at, in, or from Property,
whether or not owned by the Company or any Restricted Subsidiary, or (b) any
other circumstances forming the basis of any violation, or alleged violation, of
any Environmental Law.

"Environmental Laws" means all federal, state or local laws, statutes,
common law duties, rules, regulations, ordinances and codes, together with all
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authorities, in each case
relating to environmental, health, safety and land use matters; including the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), the Clean Air Act, the

Federal Water Pollution Control Act of 1972, the Solid Waste Disposal Act, the
Federal Resource Conservation and Recovery Act, the Toxic Substances Control
Act, the Emergency Planning and Community Right-to-Know Act.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and regulations promulgated thereunder.

"ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Company within the meaning of
Section 414(b), 414(c) or 414(m) of the Code.

"ERISA Event" means (a) a Reportable Event with respect to a Qualified
Plan or a Multiemployer Plan; (b) a withdrawal by the Company or any ERISA
Affiliate from a Qualified Plan subject to Section 4063 of ERISA during a plan
year in which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA); (c) a complete or partial withdrawal by the Company or any ERISA
Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to
terminate, the treatment of a plan amendment as a termination under Section 4041
or 4041A of ERISA or the commencement of proceedings by the PBGC to terminate a
Qualified Plan or Multiemployer Plan subject to Title IV of ERISA; (e) a failure
by the Company or any member of the Controlled Group to make required
contributions to a Qualified Plan or Multiemployer Plan; (f) an event or
condition which might reasonably be expected to constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Qualified Plan or Multiemployer Plan; (g) the imposition of any
liability under Title IV of ERISA, other than PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate;
(h) an application for a funding waiver or an extension of any amortization
period pursuant to Section 412 of the Code with respect to any Plan; (i) a
non-exempt prohibited transaction occurs with respect to any Plan for which the
Company or any Subsidiary of the Company may be directly or indirectly liable;
or (j) a violation of the applicable requirements of Section 404 or 405 of ERISA
or the exclusive benefit rule under Section 401(a) of the Code by any fiduciary
or disqualified person with respect to any Plan for which the Company or any
member of the Controlled Group may be directly or indirectly liable.

"Event of Default" means any of the events or
circumstances specified in Section 8.1.

"Exchange Act" means the Securities and Exchange Act of 1934, as
amended from time to time, and regulations promulgated thereunder.

"Excess Net Proceeds" has the meaning set forth in
Section 2.8(a).

"Excluded Disposition" means any Disposition consisting
of:

(a) a Disposition of inventory, or used, worn-out or
surplus equipment, all in the ordinary course of business;

(b) the Disposition of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale are reasonably promptly applied to the
purchase price of such replacement equipment;

(d) a Disposition that is a Permitted Investment or a Restricted
Payment not prohibited by Section 7.10 (to the extent such Permitted Investment
may be deemed to constitute a Restricted Payment or a Disposition);

(e) the Disposition of all or substantially all of the
assets of the Company (which is governed by Section 7.3);

(f) Dispositions of Property or equity securities (other than those of
the type described in clauses (a) through (e) above) in a single transaction or
a related series of transactions having a fair market value of less than
$2,000,000; provided, however, that the fair market value of all such Property
and equity securities disposed of by the Company and its Restricted Subsidiaries
during any 12-month period does not exceed $5,000,000; provided, further, that
if the fair market value of such Property or equity securities exceeds the
foregoing limits, then (i) all Dispositions in such transaction or related

series of transactions excluded during the immediately preceding 12-month period
by reason of this clause (f) (if the $2,000,000 limit has been exceeded) and/or
(ii) all such Dispositions excluded during the immediately preceding 12-month
period by reason of this clause (f) (if the $5,000,000 limit has been exceeded)
shall thereupon not be deemed Excluded Dispositions, and the Company shall
promptly make any prepayment required by Section 2.8(a) to the extent of any
Excess Net Proceeds from such Dispositions; and

(g) Dispositions of Property or equity securities by a Restricted
Subsidiary to the Company or another Restricted Subsidiary.

"Existing Credit Facility" means that certain Credit Agreement dated
as of February 14, 1996, as amended, among the Company, the banks party thereto
and Bank of America National Trust and Savings Association, as the agent, as
amended to the date hereof.

"Existing Unrestricted Subsidiaries" means Cinemark
International and its Subsidiaries.

"Federal Funds Rate" means the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published for such day of determination
(or if such day of determination is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.

"Federal Reserve Board" means the Board of Governors of the Federal
Reserve System, or any successor thereto.

"GAAP" means generally accepted accounting principles set forth from
time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the

accounting profession), or in such other statements by such other
entity as may be in general use by significant segments of the
U.S. accounting profession, which are applicable to the
circumstances as of the date of determination.

"Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, or any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

"Guarantor" means any Restricted Subsidiary of the Company entering
into a Subsidiary Guaranty as contemplated by Section 7.4(k).

"Hazardous Materials" means all those substances which are regulated
by, or which may form the basis of liability under, any Environmental Law,
including all substances identified under any Environmental Law as a pollutant,
contaminant, hazardous waste, hazardous constituent, special waste, hazardous
substance, hazardous material, or toxic substance, or petroleum or petroleum
derived substance or waste.

"Holding Company" means a corporation to be formed as
contemplated by the Recapitalization Agreements.

"Holdings Pledge Agreement" means the Holdings Pledge Agreement
substantially in the form of Exhibit C-2, as amended, supplemented, modified,
renewed and replaced from time to time.

"Indebtedness" of any Person means, without duplication, (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables, coupons and gift certificates entered into in the ordinary course of
business pursuant to ordinary terms); (c) all reimbursement obligations with
respect to surety bonds, letters of credit, bankers' acceptances and similar
instruments (in each case, to the extent material or non-contingent); (d) all
obligations evidenced by notes, bonds, debentures or similar instruments,
including obligations so evidenced incurred in connection with the acquisition
of property, assets or businesses

(but excluding trade accounts payable or similar accrued liabilities arising in
the ordinary course of business); (e) all indebtedness created or arising under
any conditional sale or other title retention agreement, or incurred as
financing, in either case with respect to Property acquired by the Person (even
though the rights and remedies of the seller or bank under such agreement in the
event of default are limited to repossession or sale of such property); (f) all
Capital Lease Obligations; (g) all indebtedness referred to in clauses (a)
through (f) above secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien upon or
in Property (including accounts and contracts rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such
Indebtedness (provided, however, that the amount of any such Indebtedness which
is non-recourse to such Person shall be the lesser of the fair market value of
the Property subject to the Lien and the amount of the Indebtedness secured);
and (h) all Contingent Obligations in respect of indebtedness or obligations of
others of the kinds referred to in clauses (a) through (f) above.

"Insolvency Proceeding" means (a) any case, action or proceeding
before any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution, winding-up
or relief of debtors, or (b) any general assignment for the benefit of
creditors, composition, marshalling of assets for creditors or other, similar
arrangement in respect of its creditors generally or any substantial portion of
its creditors; in each case (a) and (b) undertaken under U.S. Federal, State or
foreign law.

"Interest Payment Date" means, with respect to any Offshore Rate Loan,
the last Business Day of each Interest Period applicable to such Loan; with
respect to any Base Rate Loan, the last Business Day of each calendar quarter;
and with respect to all Loans, the Maturity Date; provided, however, that if any
Interest Period for an Offshore Rate Loan exceeds three months, interest shall
also be paid on the date which falls three, six and nine months, as applicable,
after the beginning of such Interest Period.

"Interest Period" means, with respect to any Offshore
Rate Loan, the period commencing on the Borrowing Date or the

Conversion Date for such Offshore Rate Loan and ending on the date 1, 2, 3, 6
or, if available to all Banks in their sole discretion, 12 months thereafter, as
selected by the Company in its Notice of Borrowing or Notice of
Conversion/Continuation; provided that:

(a) if any Interest Period pertaining to an Offshore Rate Loan
would otherwise end on a day which is not a Business Day, that
Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest
Period into another calendar month, in which event such Interest
Period shall end on the immediately preceding Business Day;

(b) any Interest Period pertaining to an Offshore Rate Loan that
begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day
of the calendar month at the end of such Interest Period;

(d) no Interest Period may be specified that extends beyond the
next Reduction Date unless the sum of the aggregate principal amount
of the Offshore Rate Loans having an Interest Period ending after such
Reduction Date does not exceed the Commitments after giving effect to
any reduction thereto scheduled to be made on such Reduction Date.

"Investment" means any direct or indirect advance, loan or other
extension of credit or capital contribution to (by means of any transfer of cash
or other property to others or any payment for property or services for the
account or use of others), or any purchase or acquisition of capital stock,
bonds, notes, debentures or other securities issued by, any other Person, other
than (a) loans or advances made to employees in the ordinary course of business
not in excess of $50,000 outstanding at any time to any employee and (b)
advances to customers in the

ordinary course of business that are recorded as accounts receivable on the
balance sheet of any Person or its Subsidiaries and any securities received in
settlement thereof.

"Lending Office" means, with respect to any Bank, the office or
offices of the Bank specified as its "Lending Office," "Domestic Lending Office"
or "Offshore Lending Office," as the case may be, under its name on Schedule
10.2 hereto, or such other office or offices of the Bank as it may from time to
time specify in writing to the Company and the Administrative Agent.

"Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, charge or deposit arrangement, encumbrance, lien (statutory or
other) or preference, priority or other security interest or preferential
arrangement of any kind or nature whatsoever (including those created by,
arising under or evidenced by any conditional sale or other title retention
agreement, the interest of a lessor under a Capital Lease Obligation, any
financing lease having substantially the same economic effect as any of the
foregoing, or the filing of any financing statement naming the owner of the
asset to which such lien relates as debtor, under the UCC or any comparable law)
and any contingent or other agreement to provide any of the foregoing, but not
including the interest of a lessor under an Operating Lease.

"Loan" means an extension of credit by a Bank to the Company pursuant
to Section 2, and may be a Base Rate Loan or an Offshore Rate Loan. The
conversion or continuation of any Loan pursuant to Section 2.4 shall not be
deemed to be a new extension of credit, but instead shall be deemed to be the
same Loan.

"Loan Documents" means this Agreement, any Notes, the Collateral
Documents, any Subsidiary Guaranty, all exhibits thereto, all documents
delivered to the Administrative Agent or any Bank in connection therewith and
any Swap Contract between the Company and any of the Banks.

"Majority Banks" means at any time Banks then holding at least 51% of
the then aggregate unpaid principal amount of the Loans, or, if no such
principal amount is then outstanding, Banks then having at least 51% of the
Commitments.

"Margin Stock" means "margin stock" as such term is defined in
Regulation G, T, U or X of the Federal Reserve Board.

"Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, condition
(financial or otherwise) or prospects of the Company or the Company and its
Restricted Subsidiaries taken as a whole; (b) a material impairment of the
ability of the Company to perform under any Loan Document and avoid any Event of
Default; or (c) a material adverse effect upon (i) the legality, validity,
binding effect or enforceability of any Loan Document, or (ii) the perfection or
priority of any Lien granted to the Banks or to the Administrative Agent for the
benefit of the Banks under the Pledge Agreements.

"Material Restricted Subsidiary" means any Restricted Subsidiary (a)
whose assets constitute more than 5% of the consolidated assets of the Company
and its Restricted Subsidiaries or (b) whose cash flow constitutes more than 5%
of the Cash Flow of the Company and its Restricted Subsidiaries.

"Maturity Date" means the earlier to occur of: (a)
December 31, 2003; and (b) the date on which the Aggregate
Commitment shall terminate in accordance with the provisions of
this Agreement.

"▇▇▇▇▇▇▇▇ Family" means (a) ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or any
descendant of ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ or the spouse of any such descendant, the estate
of ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, any descendant of ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ or the
spouse of any such descendant (each, a "▇▇▇▇▇▇▇▇"), (b) any trust or other
arrangement for the benefit of a ▇▇▇▇▇▇▇▇, or (c) any Person or corporation at
least 80% beneficially owned and controlled by one or more Mitchells.

"▇▇▇▇▇▇▇▇ Family Pledge Agreement" means the First Amended and
Restated ▇▇▇▇▇▇▇▇ Family Pledge Agreement substantially in the form of Exhibit
C-1, as amended, supplemented, modified, renewed and replaced from time to time.

"Multiemployer Plan" means a "multiemployer plan" (within the meaning
of Section 4001(a)(3) of ERISA) and to which any member of the Controlled Group
makes, is making, or is

obligated to make contributions or, during the preceding three calendar years,
has made, or been obligated to make, contributions.

"Net Proceeds" means proceeds in cash, checks or other cash equivalent
financial instruments (including Cash Equivalents) as and when received by the
Person making a Disposition, net of: (a) the direct costs relating to such
Disposition, (b) sale, use or other transaction taxes paid or payable as a
result thereof, and (c) amounts applied to the repayment of Indebtedness (other
than the Obligations and the Senior Notes) secured by a Lien permitted under
Section 7.1 on the asset disposed of.

"Note" means a promissory note of the Company payable to the order of
a Bank substantially in the form of Exhibit E hereto evidencing the aggregate
indebtedness of the Company to such Bank resulting from Loans made by such Bank.

"Notice of Assignment and Acceptance" has the meaning
specified in Section 10.8(a).

"Notice of Borrowing" means a notice given by the Company to the
Administrative Agent pursuant to Section 2.3, in substantially the form of
Exhibit A.

"Notice of Conversion/Continuation" means a notice given by the
Company to the Administrative Agent pursuant to Section 2.4, in substantially
the form of Exhibit B.

"Notice of Lien" means any "notice of lien" or similar document
intended to be filed or recorded with any court, registry, recorder's office,
central filing office or other Governmental Authority for the purpose of
evidencing, creating, perfecting or preserving the priority of a Lien securing
obligations owing to a Governmental Authority.

"Obligations" means all Loans, and other Indebtedness, advances,
debts, liabilities, obligations, covenants and duties owing by the Company or
any Guarantor to any of the Banks, the Administrative Agent, or any other Person
required to be indemnified, under any Loan Document, including without
limitation, to any Bank in its capacity as a counterparty under

any Swap Contract, of any kind or nature, present or future, whether or not
evidenced by any note, guaranty or other instrument, arising under this
Agreement, under any other Loan Document, whether or not for the payment of
money, whether arising by reason of an extension of credit, loan, guaranty,
indemnification or in any other manner, whether direct or indirect (including
those acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired.

"Offshore Rate" means, for each Interest Period for any Offshore Rate
Loan, an interest rate per annum (rounded upward to the nearest 1/100 of one
percent) determined pursuant to the following formula:

Offshore Rate = LIBOR
1.00 - Eurodollar Reserve Percentage

Where,

"Eurodollar Reserve Percentage" means the maximum reserve
percentage (expressed as a decimal rounded upward to the next 1/100 of
one percent) in effect on the date LIBOR for such Interest Period is
determined (whether or not applicable to any Bank) under regulations
issued from time to time by the Federal Reserve Board for determining
the maximum reserve requirement (including any emergency, supplemental
or other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as "Eurocurrency Liabilities") having a
term equal to such Interest Period; and

"LIBOR" means the rate of interest per annum (rounded upward
to the nearest 1/32nd of 1%) notified to the Administrative Agent by
BofA as the rate of interest at which dollar deposits in the
approximate amount of the amount of the Loan to be made or continued
as, or converted into, an Offshore Rate Loan by BofA and having a
maturity comparable to such Interest Period would be offered to major
banks in the London interbank market at their request at or about
11:00 a.m. (London time) on the second Business Day

prior to the commencement of such Interest Period.

The Offshore Rate shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage.

"Offshore Rate Loan" means a Loan that bears interest based on the
Offshore Rate.

"Operating Lease" means, as applied to any Person, any lease of
Property which is not a Capital Lease.

"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

"Participant" has the meaning specified in Section
10.8(d).

"Permitted Investment" has the meaning specified in
Section 7.4.

"Permitted Lien" has the meaning specified in Section
7.1.

"Permitted Swap Obligations" means all obligations (contingent or
otherwise) of the Company or any Subsidiary existing or arising under Swap
Contracts, provided that each of the following criteria is satisfied: (a) such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments or assets held or reasonably anticipated by such
Person, or changes in the value of securities issued by such Person in
conjunction with a securities repurchase program not otherwise prohibited
hereunder, and not for purposes of speculation or taking a "market view;" (b)
such Swap Contracts do not contain any provision ("walk-away" provision)
exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party, and (c) a perfected security
interest in such Person's rights and interests to and in such Swap Contracts has
been granted, and exists, in favor of the Administrative Agent, for the benefit
of the Banks, as collateral for the Obligations, documented in a form

satisfactory to the Administrative Agent.

"Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture or Governmental Authority.

"Plan" means an employee benefit plan (as defined in Section 3(3) of
ERISA) which the Company or any member of the Controlled Group sponsors or
maintains or to which the Company or any member of the Controlled Group makes,
is making or is obligated to make contributions, and includes any Multiemployer
Plan or Qualified Plan.

"Pledge Agreement" means, unless the context otherwise requires, the
▇▇▇▇▇▇▇▇ Family Pledge Agreement prior to the Recapitalization Date, and the
Holdings Pledge Agreement thereafter (collectively, the "Pledge Agreements").

"Pledged Collateral" means the Collateral pledged
pursuant to the Pledge Agreements.

"Pledgors" means the Persons from time to time party to the Pledge
Agreements (individually, a "Pledgor").

"Property" means any estate or interest in any kind of property or
asset, whether real, personal or mixed, and whether tangible or intangible.

"Proforma Cash Flow for Annualized Theatres" means, for any period,
the sum of the Proforma Cash Flow for each Annualized Theatre, calculated on an
Annualized Theatre by Annualized Theatre basis in accordance with the formula
set forth in Schedule 1.1.

"Pro Rata Share" means, as to any Bank, the percentage equivalent of
such Bank's Commitment divided by the Aggregate Commitment.

"Purchase Money Obligation" means any Indebtedness secured by a Lien
on assets related to the business of the Company and its Restricted
Subsidiaries, and any additions and accessions thereto, which are purchased or
constructed by the

Company or any Restricted Subsidiary of the Company at any time after the
Closing Date (excluding the assets of any Person at the time such Person becomes
a Restricted Subsidiary of the Company;) provided that (a) the security
agreement, conditional sales or other title retention contract pursuant to which
the Lien on such assets is created (together, for the purposes of this
definition, the "Security Agreement") shall be entered into within 180 calendar
days after the purchase or substantial completion of the construction of such
assets and shall at all times be confined solely to the assets so purchased or
acquired, any additions and accessions thereto and any proceeds therefrom, (b)
at no time shall the aggregate principal amount of the outstanding Indebtedness
secured thereby be increased, except in connection with the purchase of
additions and accessions thereto and except in respect of fees and other
obligations in respect of such Indebtedness, and (c) (i) the aggregate
outstanding principal amount of Indebtedness secured thereby (determined on a
per asset basis in the case of any additions and accessions) shall not at the
time such Security Agreement is entered into exceed 80% of the purchase price to
the Company or any Restricted Subsidiary of the Company of the assets subject
thereto or (ii) the Indebtedness secured thereby shall be with recourse solely
to the assets so purchased or acquired, any additions and accessions thereto and
any proceeds therefrom; provided further, that if the Company or any Restricted
Subsidiary of the Company has entered into a legally binding commitment to
execute a Security Agreement with respect to a specified asset or assets and the
Company or such Restricted Subsidiary executes such Security Agreement within 30
calendar days after the date (for the purposes of this definition, the
"commitment date") on which it entered into such commitment, the Security
Agreement shall be deemed to have been entered into on the commitment date.

"Qualified Plan" means a pension plan (as defined in Section 3(2) of
ERISA) intended to be tax-qualified under Section 401(a) of the Code and which
any member of the Controlled Group sponsors, maintains, or to which it makes, is
making or is obligated to make contributions, or in the case of a multiple
employer plan (as described in Section 4064(a) of ERISA) has made contributions
at any time during the immediately preceding period covering at least five (5)
plan years, but excluding any Multiemployer Plan.

"Recapitalization" means the incorporation of the Holding Company and
causing the Holding Company to own 100% of the capital stock of the Company on
the terms and conditions of the Recapitalization Agreements.

"Recapitalization Agreements" means the material documents executed
and to be executed in connection with the Recapitalization.

"Recapitalization Date" means the date on which the Recapitalization
shall have been fully consummated in accordance with the terms and conditions of
the Recapitalization Agreements.

"Reduction Amount" means, with respect to each Reduction Date, the
amount set forth below opposite that Reduction Date (subject to the last
sentence of Section 2.6):

Reduction Date Reduction

March 31, 2000
and the next following
June 30, September 30
and December 31 $ 8,437,500

March 31, 2001
and the next following
June 30, September 30
and December 31 $11,250,000

March 31, 2002
and the next following
June 30, September 30
and December 31 $14,062,500

March 31, 2003
and the next following
June 30, September 30
and December 31 $22,500,000

"Reduction Date" means each date specified in the definition of
"Reduction Amount" on which a reduction in the Commitments is scheduled to occur
pursuant to Section 2.8(b).

"Reportable Event" means, as to any Plan, (a) any of the events set
forth in Section 4043(b) of ERISA or the regulations thereunder, other than any
such event for which the 30-day notice requirement under ERISA has been waived
in regulations issued by the PBGC, (b) a withdrawal from a Plan described in
Section 4063 of ERISA, or (c) a cessation of operations described in Section
4062(e) of ERISA.

"Requirement of Law" means, as to any Person, any law (statutory or
common), treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or to which the Person or any of its property is subject.

"Responsible Officer" means the chief executive officer, chief
operating officer or any vice president of the Company, or any other officer
having substantially the same authority and responsibility; or, with respect to
compliance with financial covenants, the chief financial officer or the
treasurer of the Company, or any other officer having substantially the same
authority and responsibility.

"Restricted Payment" has the meaning specified in
Section 7.10.

"Restricted Subsidiary" means (a) any Subsidiary of the Company in
existence on the Closing Date other than the Existing Unrestricted Subsidiaries,
(b) any Subsidiary of the Company (other than a Subsidiary that is also a
Subsidiary of an Unrestricted Subsidiary) organized or acquired after the
Closing Date, unless such Subsidiary shall have been designated as an
Unrestricted Subsidiary by resolution of the Board of Directors of the Company
as provided in and in compliance with the definition of "Unrestricted
Subsidiary," and (c) any Unrestricted Subsidiary which is designated as a
Restricted Subsidiary by the Board of Directors of the Company; provided that,
immediately after giving effect to the designation referred to in clause (c), no
Default or Event of Default shall have occurred and be continuing and the
Company could incur at least $1.00 of additional Indebtedness under Section
4.9(a) of the Senior Subordinated Note Indenture as in effect on the Closing
Date. The Company shall evidence any such designation to the Agent by

promptly filing with the Agent a certificate signed by a Responsible Officer
certifying that such designation has been made and stating that such designation
complies with the requirements of the immediately preceding sentence.

"SEC" means the Securities and Exchange Commission, or
any successor thereto.

"Senior Indebtedness" means, as of any date of determination, all
Total Indebtedness which is not expressly subordinated to the Obligations on
terms and conditions satisfactory to the Majority Banks.

"Senior Notes" means the 12% Senior Notes Due June 1, 2002 issued
pursuant to the Senior Note Indenture.

"Senior Note Indenture" means that certain Indenture dated as of June
10, 1992 between the Company and The Bank of New York, as successor trustee to
NationsBank of Texas, N.A., as amended from time to time to the date hereof.

"Senior Subordinated Notes" means the 9-5/8% Senior Subordinated Notes
Due August 1, 2008 issued pursuant to the Senior Subordinated Note Indenture.

"Senior Subordinated Note Indenture" means that certain Indenture
dated August 15, 1996 between the Company and United States Trust Company of
Texas, N.A., as trustee, as amended from time to time.

"Shareholders' Agreement" means the Shareholders'
Agreement dated March 12, 1996 among the Company, the Trusts,
Cypress Merchant Banking Partners, L.P. and Cypress Pictures Ltd.

"Solvent" means, as to any Person at any time, that (a) the fair value
of the Property of such Person is greater than the amount of such Person's
liabilities (including disputed, contingent and unliquidated liabilities) as
such value is established and liabilities evaluated for purposes of Section
101(31) of the Bankruptcy Code and, in the alternative, for purposes of the
Uniform Fraudulent Transfer Act; (b) the present fair saleable value of the
Property of such Person is not less than the amount that will be required to pay
the probable

liability of such Person on its debts as they become absolute and matured; (c)
such Person is able to realize upon its Property and pay its debts and other
liabilities (including disputed, contingent and unliquidated liabilities) as
they mature in the normal course of business; (d) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay as such debts and liabilities mature; and (e) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person's property would constitute
unreasonably small capital.

"Subsidiary" means, with respect to any Person, (a) a corporation a
majority of whose capital stock with voting power, under ordinary circumstances,
to elect directors is at the time, directly or indirectly, owned by such Person,
by one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries thereof, (b) any other Person (other than a corporation) in which
such Person, one or more Subsidiaries thereof or such Person and one or more
Subsidiaries thereof, directly or indirectly, at the date of determination
thereof has at least a majority ownership interest and the power to direct the
policies, management and affairs thereof, or (c) upon designation by the
Company, and until designation by the Company to the contrary, a Person, 50% or
more of whose Capital Stock with voting power under ordinary circumstances to
elect directors (or Persons having similar or corresponding powers and
responsibilities) is at the time, directly or indirectly, owned by such Person,
by one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries thereof (a "50% Entity"). The Company shall evidence any
designation pursuant to clause (c) of the immediately preceding sentence to the
Agent by filing with the Administrative Agent within 45 days of such designation
a certificate signed by a Responsible Officer certifying that such designation
has been made.

"Subsidiary Guaranty" means a Subsidiary Guaranty substantially in the
form of Exhibit F, as amended, supplemented, modified, renewed and replaced from
time to time.

"Swap Contract" means any agreement, whether or not in writing,
relating to any transaction that is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option,

equity or equity index swap or option, bond, note or ▇▇▇▇ option, interest rate
option, forward foreign exchange transaction, cap, collar or floor transaction,
currency swap, cross-currency rate swap, swaption, currency option or any other,
similar transaction (including any option to enter into any of the foregoing) or
any combination of the foregoing, and, unless the context otherwise clearly
requires, any master agreement relating to or governing any or all of the
foregoing.

"Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a) the amount(s) determined as the
▇▇▇▇-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include any Bank.)

"Taxes" has the meaning specified in Section 3.1(a).

"Trusts" means The ▇▇▇▇▇▇▇▇ Special Trust, The ▇▇▇▇▇▇▇▇ Grandchildren
Trust for ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, The ▇▇▇▇▇▇▇▇ Grandchildren Trust for Ashley ▇▇▇
▇▇▇, The ▇▇▇▇▇▇▇▇ Grandchildren Trust for Skyler ▇▇▇▇ ▇▇▇▇▇▇▇▇, The ▇▇▇▇▇▇▇▇
Grandchildren Trust for Lacey ▇▇▇▇▇ ▇▇▇ and The ▇▇▇▇▇▇▇▇ Grandchildren Trust for
Cassie ▇▇▇ ▇▇▇▇▇▇▇.

"Total Indebtedness" means, as of any date of determination, (a) all
indebtedness for borrowed money, including purchase money indebtedness, (b) all
reimbursement obligations with respect to surety bonds, letters of credit which
are not cash collateralized, bankers' acceptances and similar instruments; and
(c) all Capital Lease Obligations of the Company and its Restricted
Subsidiaries.

"UCC" means the Uniform Commercial Code as in effect in
any jurisdiction.

"Unfunded Pension Liabilities" means the excess of a
Plan's benefit liabilities under Section 4001(a)(16) of ERISA,

over the current value of that Plan's assets, determined in accordance with the
assumptions used by the Plan's actuaries for funding the Plan pursuant to
section 412 for the applicable plan year.

"Unrestricted Subsidiary" means, until such time as any of the
following shall be designated as a Restricted Subsidiary of the Company by the
Board of Directors of the Company as provided in and in compliance with the
definition of "Restricted Subsidiary:"

(a) each of the Existing Unrestricted Subsidiaries;

(b) any Subsidiary of the Company or of a Restricted Subsidiary of the
Company organized or acquired after the Closing Date that is designated
concurrently with its organization or acquisition as an Unrestricted Subsidiary
by resolution of the Board of Directors of the Company;

(d) any Restricted Subsidiary that is designated as an Unrestricted
Subsidiary by resolution of the Board of Directors of the Company; provided that
(i) immediately after giving effect to such designation, no Default or Event of
Default shall have occurred and be continuing, and (ii) any such designation
shall be deemed, at the election of the Company at the time of such designation,
to be either (but not both) (x) the making of a Restricted Payment at the time
of such designation in an amount equal to the Investment in such Subsidiary
subject to the restrictions contained in Section 7.10 or (y) the making of a
Disposition at the time of such designation in an amount equal to the Investment
in such Subsidiary subject to the restrictions contained in Section 7.2.

The Company shall evidence any designation pursuant to clause (b) or
(d) above to the Administrative Agent by filing with the Administrative Agent
within 45 days of such designation a certificate signed by a Responsible Officer
certifying that such designation has been made and, in the case of clause (d),
the related election of the Company in respect thereof.

"Voting Stock" means (a) the Class A Common Stock of

the Company, par value $.01 per share, and (b) any other shares of capital stock
of the Company issued from time to time, the holders of which are entitled to
vote for the election of one or more directors of the Company's board,
including, in each case, any shares of such stock issued upon the exercise of
any warrants, options or similar rights or upon the conversion of any debt or
equity securities into such stock.

"Wholly-Owned Subsidiary" of any Person means any Subsidiary of such
Person the entire voting share capital of which, other than directors'
qualifying shares if required by applicable law, is owned by such Person (either
directly or indirectly through Wholly-Owned Subsidiaries).

"Withdrawal Liabilities" means, as of any determination date, the
aggregate amount of the liabilities, if any, pursuant to Section 4201 of ERISA
if the Controlled Group made a complete withdrawal from all Multiemployer Plans
and any increase in contributions pursuant to Section 4243 of ERISA.

1.2 Other Interpretive Provisions.

(a) Defined Terms. Unless otherwise specified herein or therein,
all terms defined in this Agreement shall have the defined meanings when used in
any certificate or other document made or delivered pursuant hereto. The meaning
of defined terms shall be equally applicable to the singular and plural forms of
the defined terms. Terms (including uncapitalized terms) not otherwise defined
herein and that are defined in the UCC shall have the meanings therein
described.

(b) Certain Common Terms. The term "documents"
includes any and all instruments, documents, agreements,
certificates, indentures, notices and other writings, however
evidenced. The term "including" is not limiting and means
"including without limitation."

(c) Performance; Time. Whenever any performance obligation
hereunder (other than a payment obligation) shall be stated to be due or
required to be satisfied on a day other than a Business Day, such performance
shall be made or satisfied on the next succeeding Business Day. In the
computation of periods of time from a specified date to a later specified date,
the word

"from" means "from and including"; the words "to" and "until" each mean "to but
excluding", and the word "through" means "to and including." If any provision of
this Agreement refers to any action taken or to be taken by any Person, or which
such Person is prohibited from taking, such provision shall be interpreted to
encompass any and all means, direct or indirect, of taking, or not taking, such
action.

(d) Contracts. Unless otherwise expressly provided herein,
references to agreements and other contractual instruments shall be deemed to
include all subsequent amendments and other modifications thereto, but only to
the extent such amendments and other modifications are not prohibited by the
terms of any Loan Document.

(e) Laws. References to any statute or regulation are to be
construed as including all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting the statute or regulation.

(f) Captions. The captions and headings of this
Agreement are for convenience of reference only and shall not
affect the interpretation of this Agreement.

(g) Independence of Provisions. The parties acknowledge that this
Agreement and other Loan Documents may use several different limitations, tests
or measurements to regulate the same or similar matters, and that such
limitations, tests and measurements are cumulative and must each be performed,
except as expressly stated to the contrary in this Agreement.

(h) Accounting Principles. Unless the context otherwise clearly
requires, all accounting terms not expressly defined herein shall be construed,
and all financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied.

SECTION 2

THE CREDITS

2.1 Amounts and Terms of Commitments. Each Bank

severally agrees, on the terms and conditions hereinafter set forth, to make
Loans from time to time on any Business Day during the period from the Closing
Date to the Maturity Date, in an aggregate amount not to exceed at any time
outstanding the amount set forth opposite such Bank's name in Schedule 2.1 under
the heading "Commitment" (such amount as the same may be reduced pursuant to
Section 2.6 or 2.8 or as a result of one or more assignments pursuant to Section
10.8, such Bank's "Commitment"); provided, however, that, after giving effect to
any Borrowing of Loans, the aggregate principal amount of all outstanding Loans
shall not at any time exceed the Aggregate Commitment; provided, further, that
the aggregate principal amount of the Loans of any Bank shall not at any time
exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and
subject to the other terms and conditions hereof, the Company may borrow under
this Section 2.1, prepay pursuant to Section 2.7 and reborrow pursuant to this
Section 2.1.

2.2 Loan Accounts and Notes. (a) Subject to Section 2.2(b), the Loans
made by each Bank and the fees due hereunder shall be evidenced by one or more
loan accounts or records maintained by such Bank in the ordinary course of
business. The loan accounts or records maintained by the Administrative Agent
and each Bank shall be conclusive absent manifest error of the amount of the
Loans made by the Banks to the Company and the interest and payments thereon and
fees due hereunder. Any failure so to record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Company hereunder to
pay any amount owing with respect to the Loans or such fees.

(b) Upon the request of any Bank made through the Administrative
Agent, the Loans made by such Bank may be evidenced by one or more Notes,
instead of loan accounts. Each such Bank may endorse on the schedules annexed to
its Note(s), the date, amount and maturity of each Loan made by it and the
amount of each payment of principal made by the Company with respect thereto.
Each such Bank is irrevocably authorized by the Company to endorse its Note(s)
and each Bank's record shall be conclusive absent manifest error; provided,
however, that the failure of a Bank to make, or an error in making, a notation
thereon with respect to any Loan shall not limit or otherwise affect the
obligations of the Company hereunder or under any such Note to such Bank.

2.3 Procedure for Borrowing.

(a) Each Borrowing shall be made upon irrevocable written notice
in the form of a Notice of Borrowing, which notice must be received by the
Administrative Agent prior to 9:00 a.m. (San Francisco time) (i) three Business
Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans;
and (ii) one Business Day prior to the requested Borrowing Date, in the case of
Base Rate Loans, specifying: (i) the amount of the Borrowing, which, in the case
of a borrowing of Offshore Rate Loans, shall be in an aggregate minimum
principal amount of $3,000,000 and any multiple of $500,000 in excess thereof,
and in the case of a borrowing of Base Rate Loans, shall be in an aggregate
minimum principal amount of $1,000,000 and any multiple of $200,000 in excess
thereof; (ii) the requested Borrowing Date, which shall be a Business Day; (iii)
whether the Borrowing is to be comprised of Offshore Rate Loans, Base Rate Loans
or any combination thereof; and (iv) the duration of the Interest Period
applicable to Offshore Rate Loans included in such notice. If the Notice of
Borrowing shall fail to specify the duration of the Interest Period for any
Borrowing comprised of Offshore Rate Loans, such Interest Period shall be one
month; provided, however, that with respect to the Borrowing to be made on the
Closing Date, the Notice of Borrowing shall be delivered to the Administrative
Agent not later than 9:00 a.m. (San Francisco time) one Business Day before the
Closing Date and such Borrowing will consist of Base Rate Loans only; provided,
further, that if so requested by the Administrative Agent, all Borrowings during
the first 60 days following the Closing Date shall have the same Interest Period
and shall be Base Rate or Offshore Rate Loans for Interest Periods no longer
than one month.

(b) Promptly after receipt of a Notice of
Borrowing, the Administrative Agent shall notify each Bank of the
proposed Borrowing. Each Bank shall make available to the
Administrative Agent its Pro Rata Share of the amount (if any) by
which the principal amount of the proposed Borrowing exceeds the
principal amount of the Loans (if any) being converted or
continued on the Borrowing Date, in immediately available funds,
by remitting such funds to: Bank of America National Trust and
Savings Association, ABA No. ▇▇▇-▇▇▇-▇▇▇, Attn: Agency
Administrative Services #5596 For credit to: BANCONTROL Account
No. 12332-14226, Reference: Cinemark USA, Inc., no later than

11:00 a.m. (San Francisco time) on the Borrowing Date. Upon satisfaction of the
conditions set forth in Section 4.2, the Administrative Agent shall make
available to the Company in like funds on such Borrowing Date the aggregate of
the amounts (if any) so made available by the Banks by causing an amount equal
to such aggregate amount (if any) received by the Administrative Agent to be
credited to the account of the Company as specified by the Company in writing.
If the conditions set forth in Section 4.2 are not satisfied, the Administrative
Agent shall promptly return such funds to the Banks making the same available.

(c) Unless the Majority Banks shall otherwise agree, during the
existence of an Event of Default, the Company may not elect to have a Loan be
made as an Offshore Rate Loan.

2.4 Conversion and Continuation Elections.

(a) The Company may (i) elect to convert on any Business Day, any
Base Rate Loans (or any part thereof in an amount not less than $3,000,000 or an
integral multiple of $500,000 in excess thereof) into Offshore Rate Loans; (ii)
elect to convert on the last day of the Interest Period therefor, any Offshore
Rate Loans (or any part thereof in an amount not less than $1,000,000 or an
integral multiple of $200,000 in excess thereof) into Base Rate Loans; or (iii)
elect to continue, on the last day of the Interest Period therefor, any Offshore
Rate Loans (or any part thereof in an amount not less than $3,000,000 or an
integral multiple of $500,000 in excess thereof); provided, that if the
aggregate amount of Offshore Rate Loans shall have been reduced, by payment,
prepayment, or conversion of part thereof to be less than $3,000,000, Offshore
Rate Loans shall automatically convert into Base Rate Loans.

(b) Each conversion or continuation shall be made upon
irrevocable written notice in the form of a Notice of Conversion/Continuation,
which notice must be received by the Administrative Agent prior to 9:00 a.m.
(San Francisco time) (i) three Business Days in advance of the Conversion Date,
if the Loans are to be converted into or continued as Offshore Rate Loans; and
(ii) one Business Day prior to the Conversion Date, if the Loans are to be
converted into Base Rate Loans, in each case specifying: (A) the proposed
Conversion Date; (B) the aggregate

amount of Loans to be converted or continued; (C) the nature of the proposed
conversion or continuation; and (D) the duration of the requested Interest
Period.

(c) If upon the expiration of any Interest Period applicable to
Offshore Rate Loans, the Company has failed to select a new Interest Period to
be applicable thereto, or if any Event of Default shall then exist, the Company
shall be deemed to have elected to convert such Offshore Rate Loans into Base
Rate Loans effective as of the expiration date of such current Interest Period.

(d) Upon receipt of a Notice of Conversion/ Continuation, the
Administrative Agent will promptly notify each Bank thereof, or, if no timely
notice is provided by the Company, the Administrative Agent will promptly notify
each Bank of the details of any automatic conversion. All conversions and
continuations shall be made pro rata according to the respective outstanding
principal amounts of the Loans with respect to which the notice was given held
by each Bank.

(e) Unless the Majority Banks shall otherwise agree, during the
existence of an Event of Default, the Company may not elect to have a Loan
converted into or continued as an Offshore Rate Loan.

2.5 Limitation on Interest Periods. Notwithstanding any other
provision contained in this Agreement, after giving effect to any Borrowing or
conversion or continuation of any Loans, there shall not be more than 15
different Interest Periods for Loans in effect without the consent of the
Administrative Agent and the Majority Banks.

2.6 Voluntary Termination or Reduction of Commitments. The Company
may, upon not less than one Business Day's prior written notice to the
Administrative Agent, terminate the Aggregate Commitment or permanently reduce
the Aggregate Commitment by an aggregate minimum amount of $1,000,000 or any
multiple thereof; provided that no such reduction or termination shall be
permitted if, after giving effect thereto and to any prepayments of the Loans
made on the effective date thereof, the then outstanding principal amount of the
Loans would exceed the Aggregate Commitment then in effect and, provided,
further, that

once reduced in accordance with this Section 2.6, the Aggregate Commitment may
not be increased. Any reduction of the Aggregate Commitment shall be applied to
each Bank's Commitment in accordance with such Bank's Pro Rata Share. All
accrued commitment fees to, but not including the effective date of any
termination of Commitments, shall be paid on the effective date of such
termination. Any voluntary reduction of the Commitment under this Section shall
be applied to reduce the Reduction Amount for the next following Reduction Date
(to the extent of such reduction) and thereafter to subsequent Reduction Dates
(to the extent not previously applied) in the order of their occurrence.

2.7 Optional Prepayments. Subject to Section 3.4, the Company may, at
any time or from time to time, upon written notice, which notice must be
received by the Administrative Agent at least (a) three Business Days prior to
any prepayment of Offshore Rate Loans; and (b) on the Business Day of the
prepayment of any Base Rate Loans, ratably prepay Loans in whole or in part, in
amounts of (i) with respect to Offshore Rate Loans, $500,000 or any multiple
thereof in excess thereof, and (ii) with respect to Base Rate Loans, $200,000 or
any multiple thereof in excess thereof. Such notice of prepayment shall specify
the date and amount of such prepayment and whether such prepayment is of Base
Rate Loans or Offshore Rate Loans, or any combination thereof. Such notice shall
not thereafter be revocable by the Company, and the Administrative Agent will
promptly notify each Bank of such Bank's Pro Rata Share of such prepayment. If
such notice is given by the Company, the Company shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the date
specified therein, together with accrued interest in the case of Offshore Rate
Loans to each such date on the amount prepaid and any amounts required pursuant
to Section 3.4.

2.8 Mandatory Prepayments of Loans; Mandatory
Commitment Reductions.

(a) Asset Dispositions. If the Company or any of its Restricted
Subsidiaries shall at any time or from time to time make or agree to make a
Disposition other than an Excluded Disposition, then (i) the Company shall
promptly notify the Administrative Agent of such proposed Disposition (including
a

calculation of the amount of the estimated Net Proceeds to be received by the
Company in respect thereof) and (ii) to the extent the Net Proceeds of such
Disposition are not used in a Covered Acquisition ("Excess Net Proceeds"), such
Excess Net Proceeds shall be used to prepay the Loans in an amount equal to such
Excess Net Proceeds. Any prepayments required to be made pursuant to this
Section 2.8(a) shall be made on the 361st day in accordance with the definition
of Covered Acquisition, after the date of such Disposition.

(b) Automatic Reduction of Commitment. Subject
to the last sentence of Section 2.6, on each Reduction Date, the
Aggregate Commitment shall automatically be reduced by the
applicable Reduction Amount.

(c) Mandatory Prepayments from Commitment Reductions. The Company
shall prepay all Loans outstanding in excess of the Commitments as from time to
time reduced pursuant to Section 2.6 or 2.8.

(d) General. Any prepayments pursuant to this Section 2.8 shall
be applied first to any Base Rate Loans then outstanding and then to Offshore
Rate Loans with the shortest Interest Periods remaining.

(e) Reduction of Commitments. Upon the making of any mandatory
prepayment under this Section 2.8, the Commitment of each Bank shall
automatically be reduced by an amount equal to such Bank's Pro Rata Share of the
Required Prepayment Amount, effective as of the earlier of the date that any
such prepayment is made or the date by which any such prepayment is due and
payable hereunder. The amount of such Commitment reduction shall be applied to
the reductions of the Aggregate Commitment in the inverse order of their
scheduled occurrence. All accrued commitment fees to, but not including the
effective date of the reduction or termination of Commitments, shall be paid on
the effective date of the reduction or termination. [For purposes of this
Section, "Required Prepayment Amount" means an amount equal to the aggregate
amount by which the Company would be required to prepay the Loans pursuant to
this Section 2.8 if the aggregate principal amount of Loans outstanding
immediately prior to such prepayment exceeded such prepayment amount.]

2.9 Maturity Date. All principal and accrued and
unpaid interest on all Loans shall be due on the Maturity Date.

2.10 Interest.

(a) Subject to Section 2.10(c) and (d), each Loan shall bear
interest on the outstanding principal amount thereof from the date when made
until it becomes due at a rate per annum equal to the Offshore Rate or the Base
Rate, as the case may be, plus the Applicable Amount.

(b) Interest on each Loan shall be paid in arrears on each
Interest Payment Date. Interest shall also be paid on the date of any prepayment
of Offshore Rate Loans pursuant to Section 2.7 and 2.8 for the portion of the
Loans so prepaid and upon payment (including prepayment) in full thereof and,
during the existence of any Event of Default, interest shall be paid on demand.

(c) Subject to Section 2.10(d), during the continuation of any
Event of Default or after acceleration pursuant to Section 8.2, the Company
shall pay interest (after as well as before entry of judgment thereon to the
extent permitted by law) on the principal amount of all Obligations due and
unpaid, at a rate per annum which is determined by adding 2% per annum to the
Applicable Amount then in effect for such Loans and, in the case of Obligations
not subject to an Applicable Amount, at a rate per annum equal to the Base Rate
plus the Applicable Amount plus 2%; provided, however, that, on and after the
expiration of any Interest Period applicable to any Offshore Rate Loan
outstanding on the date of occurrence of such Event of Default or acceleration,
the principal amount of such Loan shall, during the continuation of such Event
of Default or after acceleration, bear interest at a rate per annum equal to the
Base Rate plus the Applicable Amount plus 2%.

(d) It is the intention of the parties hereto to comply with
applicable usury laws (now or hereafter enacted); accordingly, notwithstanding
any provision to the contrary in this Agreement, any Notes, the other Loan
Documents, or any other document relating hereto, in no event shall this
Agreement or any such other document require the payment or permit the
collection of interest in excess of the maximum amount permitted by such

laws. If for any circumstances whatsoever, fulfillment of any provision of any
Loan Document shall involve transcending the limit of validity prescribed by law
for the collection or charging of interest, then, ipso facto, the obligation to
be fulfilled shall be reduced to the limit of such validity, and if for any such
circumstances a Bank shall ever receive anything of value as interest or deemed
interest by applicable law under this Agreement, any Notes, the other Loan
Documents, or any other document pertaining hereto or otherwise an amount that
would exceed the highest lawful rate, such amount that would be excessive
interest shall be applied to the reduction of the principal amount owing
hereunder and under any Notes or on account of any other indebtedness of the
Company to the Administrative Agent and the Banks, and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance of principal
of such indebtedness, such excess shall be refunded to the Company. In
determining whether or not the interest paid or payable with respect to any
indebtedness of the Company to the Administrative Agent and the Banks, under any
specific contingency, exceeds the highest lawful rate, the Company and the
Administrative Agent and the Banks shall, to the maximum extent permitted by
applicable law, (a) characterize any non-principal payment as an expense, fee or
premium rather than as interest, (b) exclude voluntary prepayments and the
effects thereof, (c) amortize, prorate, allocate and spread the total amount of
interest throughout the term of such indebtedness so that the actual rate of
interest on account of such indebtedness does not exceed the maximum amount
permitted by applicable law, and/or (d) allocate interest between portions of
such indebtedness to the end that no such portion shall bear interest at a rate
greater than that permitted by applicable law.

For purpose of this Section 2.10(d), the term "applicable law" means
the internal laws of the State of New York, but, to the extent, contrary to the
express intent of the parties, New York law is found to be inapplicable to this
Agreement, then "applicable law" also means that law in effect from time to time
and applicable to this loan transaction which lawfully permits the charging and
collection of the highest permissible, lawful, non-usurious rate of interest on
such loan transaction and this Agreement, and, to the extent controlling, laws
of the United States of America. It is intended that, in the event that,
notwithstanding the parties' express choice of

New York law to be applicable to this Agreement, if the laws of the State of
Texas are included in determining applicable law, Chapter One ("Chapter One"),
Title 79, Revised Civil Statutes of Texas, 1925, as amended (the "Texas Credit
Code"), shall be included in any such determination, and that, for the purpose
of applying said Chapter One to this Agreement, the highest lawful rate shall be
the "indicated rate ceiling" (as defined in Chapter One). Any Bank may, from
time to time, as to current and future balances, implement any other ceiling
under Chapter One by notice to the Company, if and to the extent, permitted by
Chapter One. The Company expressly agrees, pursuant to Article 15.10(b) of
Chapter Fifteen ("Chapter Fifteen") of the Texas Credit Code, that Chapter
Fifteen shall not apply to this Agreement or to any Loan and that neither this
Agreement nor any Loan shall be governed by or subject to the provision of
Chapter Fifteen in any manner whatsoever.

2.11 Fees.

(a) Arrangement Fee. The Company shall pay to
BofA for its own account an arrangement fee in an amount and at
the time set forth in a letter dated October 24, 1996.

(b) Commitment Fees. The Company shall pay to the Administrative
Agent for the account of each Bank a commitment fee on the average daily unused
portion of such Bank's Commitment, computed on a quarterly basis in arrears on
the last Business Day of each calendar quarter based upon the daily utilization
for that quarter as calculated by the Administrative Agent, at a rate per annum
specified for the Commitment fee in the definition of Applicable Amount. The
Commitment Fee shall be in effect from the date the most recent certificate
delivered pursuant to Section 4.1(g) or 6.2(a) is received by the Administrative
Agent to but excluding the date the next such certificate is received; provided;
however, that if the Company fails to timely deliver the next such certificate,
the Commitment Fee from the date such certificate was due to but excluding the
date such certificate is received by the Administrative Agent (the "Commitment
Delinquent Period") shall be the higher of (a) the Commitment Fee already in
effect and (b) the Commitment Fee as set forth in such certificate when
received, retroactively applied to the Commitment Delinquent Period. Such
commitment fee shall accrue from the Closing Date to the Maturity and shall be

due and payable quarterly in arrears on the last Business Day of each quarter
commencing December 31, 1996, with the final payment to be made on the Maturity
Date; provided that, in connection with the termination of Commitments pursuant
to Section 2.6 or Section 2.8(a), the accrued commitment fee calculated for the
period ending on such date shall also be paid on the date of the termination.
The commitment fees provided in this Section shall accrue at all times after the
above-mentioned commencement date, including at any time during which one or
more conditions in Section 4 are not met.

(c) Agency Fee. The Company shall pay to the
Administrative Agent for the Administrative Agent's own account
an agency fee in the amount and at the times as agreed upon in
writing between the Company and the Administrative Agent.

2.12 Computation of Fees and Interest.

(a) All computations of interest payable in respect of Base Rate
Loans at all times as the Base Rate is determined by BofA's "reference rate"
shall be made on the basis of a year of 365 or 366 days, as the case may be, and
actual days elapsed. All other computations of fees and interest under this
Agreement shall be made on the basis of a 360-day year and actual days elapsed,
which results in more interest being paid than if computed on the basis of a
365-day year. Interest and fees shall accrue during each period during which
interest or such fees are computed from the first day thereof to the last day
thereof.

(b) The Administrative Agent will, with reasonable promptness,
notify the Company and the Banks of each determination of an Offshore Rate;
provided that any failure to do so shall not relieve the Company of any
liability hereunder or provide the basis for any claim against the
Administrative Agent. Any change in the interest rate on a Loan resulting from a
change in the Applicable Amount or Eurodollar Reserve Percentage shall become
effective as of the opening of business on the day on which such change in the
Applicable Amount or Eurodollar Reserve Percentage becomes effective. The
Administrative Agent will with reasonable promptness notify the Company and the
Banks of the effective date and the amount of each such change, provided that
any failure to do so shall not relieve the Company of any liability hereunder or
provide the basis for any claim against

the Administrative Agent.

(c) Any change in the interest rate on a Loan resulting from a
change in the Applicable Amount or Eurodollar Reserve Percentage shall become
effective as of the opening of business on the day on which such change in the
Applicable Amount or Eurodollar Reserve Percentage becomes effective. Each
determination of an interest rate by the Administrative Agent pursuant hereto
shall be conclusive and binding on the Company and the Banks in the absence of
manifest error.

2.13 Payments by the Company.

(a) All payments of principal, interest and fees hereunder shall
be in immediately available funds and delivered to the Administrative Agent for
credit to:

Bank of America National Trust
and Savings Association
Att: Agency Administrative Services #5596
ABA No. ▇▇▇-▇▇▇-▇▇▇
Bancontrol Account No. 12332-14226
Reference: Cinemark USA, Inc.

not later than 11:00 A.M. (San Francisco time) on the date due; funds received
by the Administrative Agent after that time shall be deemed to have been paid by
the Company on the next succeeding Business Day.

(b) Whenever any payment hereunder shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of interest or fees, as the case may be; subject to the provisions
set forth in the definition of "Interest Period" herein.

(c) Unless the Administrative Agent shall have received notice
from the Company prior to the date on which any payment is due to the Banks
hereunder that the Company will not make such payment in full as and when
required hereunder, the Administrative Agent may assume that the Company has
made such payment in full to the Administrative Agent on such date in

immediately available funds and the Administrative Agent may (but shall not be
so required), in reliance upon such assumption, cause to be distributed to each
Bank on such due date an amount equal to the amount then due such Bank. If and
to the extent the Company shall not have made such payment in full to the
Administrative Agent, each Bank shall repay to the Administrative Agent on
demand such amount distributed to such Bank, together with interest thereon for
each day from the date such amount is distributed to such Bank until the date
such Bank repays such amount to the Administrative Agent, at the Federal Funds
Rate as in effect for each such day.

2.14 Payments by the Banks to the Administrative
Agent.

(a) Unless the Administrative Agent shall have received notice
from a Bank on the Closing Date or, with respect to each Borrowing after the
Closing Date, by 9:30 a.m. (San Francisco time) (i) one Business Day prior to
the date of any proposed Borrowing of Offshore Rate Loans, or (ii) on the date
of any proposed Borrowing of Base Rate Loans that such Bank will not make
available to the Administrative Agent as and when required hereunder for the
account of the Company the amount of that Bank's Pro Rata Share of the
Borrowing, the Administrative Agent may assume that each Bank has made such
amount available to the Administrative Agent in immediately available funds on
the Borrowing date and the Administrative Agent may (but shall not be so
required), in reliance upon such assumption, make available to the Company on
such date a corresponding amount. If and to the extent any Bank shall not have
made its full amount available to the Administrative Agent in immediately
available funds and the Administrative Agent in such circumstances has made
available to the Company such amount, that Bank shall on the next Business Day
following the date of such Borrowing make such amount available to the
Administrative Agent, together with interest at the Federal Funds Rate for and
determined as of each day during such period. A notice of the Administrative
Agent submitted to any Bank with respect to amounts owing under this Section
2.14(a) shall be conclusive, absent manifest error. If such amount is so made
available, such payment to the Administrative Agent shall constitute such Bank's
Loan on the date of Borrowing for all purposes of this Agreement. If such amount
is not made available to the Administrative Agent on the next Business Day
following

the date of such Borrowing, the Administrative Agent shall notify the Company of
such failure to fund and, upon demand by the Administrative Agent, the Company
shall pay such amount to the Administrative Agent for the Administrative Agent's
account, together with interest thereon for each day elapsed since the date of
such Borrowing, at a rate per annum equal to the interest rate applicable at the
time to the Loans comprising such Borrowing.

(b) The failure of any Bank to make any Loan on any date of
borrowing shall not relieve any other Bank of any obligation hereunder to make a
Loan on the date of such borrowing, but no Bank shall be responsible for the
failure of any other Bank to make the Loan to be made by such other Bank on the
date of any Borrowing.

2.15 Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Bank shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its Pro Rata Share of payments on account of
the Loans obtained by all the Banks, such Bank shall forthwith (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Banks such
participations in the Loans made by them as shall be necessary to cause such
purchasing Bank to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Bank, such purchase shall to that extent be
rescinded and each other Bank shall repay to the purchasing Bank the purchase
price paid therefor, together with an amount equal to such paying Bank's Pro
Rata Share (according to the proportion of (i) the amount of such paying Bank's
required repayment to (ii) the total amount so recovered from the purchasing
Bank) of any interest or other amount paid or payable by the purchasing Bank in
respect of the total amount so recovered. The Company agrees that any Bank so
purchasing a participation from another Bank pursuant to this Section 2.15 may,
to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 10.9) with respect to
such participation as fully as if such Bank were the direct creditor of the
Company in the amount of such participation. The Administrative Agent will keep
records (which shall be conclusive and binding in the absence of

manifest error) of participations purchased pursuant to this Section 2.15 and
will in each case notify the Banks following any such purchases or repayments.

2.16 Security. All obligations of the Company under this Agreement,
any Notes and all other Loan Documents shall be secured in accordance with the
Pledge Agreements.

SECTION 3

TAXES, YIELD PROTECTION AND ILLEGALITY

3.1 Taxes.

(a) Subject to Section 3.1(g), any and all payments by the
Company to each Bank or the Administrative Agent under this Agreement shall be
made free and clear of, and without deduction or withholding for, any and all
present or future taxes, levies, imposts, deductions, charges or withholdings,
and all liabilities with respect thereto, excluding, in the case of each Bank
and the Administrative Agent, such taxes (including income taxes or franchise
taxes) as are imposed on or measured by each Bank's net income by the
jurisdiction under the laws of which such Bank or the Administrative Agent, as
the case may be, is organized or maintains a Lending Office or any political
subdivision thereof (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as "Taxes").

(b) In addition, the Company shall pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement or any other Loan Documents (hereinafter referred to as "Other
Taxes").

(c) Subject to Section 3.1(g), the Company shall indemnify and
hold harmless each Bank and the Administrative Agent for the full amount of
Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 3.1) paid by such Bank or the

Administrative Agent and any liability (including penalties, interest, additions
to tax and expenses) arising therefrom or with respect thereto, whether or not
such Taxes or Other Taxes were correctly or legally asserted, provided that, in
the case of penalties, interest, additions to tax and expenses, such Bank or the
Administrative Agent has timely notified the Company after it has been notified
of its liability for such amounts. Payment under this indemnification shall be
made within 30 days from the date the Bank or the Administrative Agent makes
written demand therefor.

(d) If the Company shall be required by law to deduct or withhold
any Taxes or Other Taxes from or in respect of any sum payable hereunder to any
Bank or the Administrative Agent, then, subject to Section 3.1(g): (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 3.1) such Bank or the Administrative Agent, as the case may be,
receives an amount equal to the sum it would have received had no such
deductions been made; (ii) the Company shall make such deductions, and (iii) the
Company shall pay the full amount deducted to the relevant taxation authority or
other authority in accordance with applicable law.

(e) Within 30 days after the date of any payment by the Company
of Taxes or Other Taxes, the Company shall furnish to the Administrative Agent
the original or a certified copy of a receipt evidencing payment thereof, or
other evidence of payment satisfactory to the Administrative Agent.

(f) Each Bank which is a foreign person (i.e., a person other
than a United States person for United States Federal income tax purposes)
agrees that: (i) it shall, no later than the Closing Date (or, in the case of a
Bank which becomes a party hereto pursuant to Section 10.8 after the Closing
Date, the date upon which the Bank becomes a party hereto) deliver to the
Company through the Administrative Agent two accurate and complete signed
originals of Internal Revenue Service Form 4224 or any successor thereto ("Form
4224"), or two accurate and complete signed originals of Internal Revenue
Service Form 1001 or any successor thereto ("Form 1001"), as appropriate, in
each case indicating that the Bank is on the date of delivery thereof entitled
to receive payments of principal, interest and fees

under this Agreement free from withholding of United States Federal income tax;
(ii) if at any time the Bank makes any changes necessitating a new Form 4224 or
Form 1001, it shall with reasonable promptness deliver to the Company through
the Administrative Agent in replacement for, or in addition to, the forms
previously delivered by it hereunder, two accurate and complete signed originals
of Form 4224; or two accurate and complete signed originals of Form 1001, as
appropriate, in each case indicating that the Bank is on the date of delivery
thereof entitled to receive payments of principal, interest and fees under this
Agreement free from withholding of United States Federal income tax; (iii) it
shall, before or promptly after the occurrence of any event (including the
passing of time but excluding any event mentioned in (ii) above) requiring a
change in or renewal of the most recent Form 4224 or Form 1001 previously
delivered by such Bank, deliver to the Company through the Administrative Agent
two accurate and complete original signed copies of Form 4224 or Form 1001 in
replacement for the forms previously delivered by the Bank; and (iv) it shall,
promptly upon the Company's or the Administrative Agent's reasonable request to
that effect, deliver to the Company or the Administrative Agent (as the case may
be) such other forms or similar documentation as may be required from time to
time by any applicable law, treaty, rule or regulation in order to establish
such Bank's tax status for withholding purposes.

(g) The Company will not be required to pay any additional
amounts in respect of United States Federal income tax pursuant to Section
3.1(d) to any Bank for the account of any Lending Office of such Bank or to
indemnify any Bank pursuant to Section 3.1(c): (i) if the obligation to pay such
additional amounts would not have arisen but for a failure by such Bank to
comply with its obligations under Section 3.1(f) in respect of such Lending
Office; (ii) if such Bank shall have delivered to the Company a Form 4224 in
respect of such Lending Office pursuant to Section 3.1(f), and such Bank at any
time shall not be entitled to exemption from deduction or withholding of United
States Federal income tax in respect of payments by the Company hereunder for
the account of such Lending Office for any reason other than a change in United
States law or regulations or in the official interpretation of such law or
regulations by any governmental authority charged with the interpretation or
administration thereof (whether or not having the force of law)

after the date of delivery of such Form 4224; or (iii) if the Bank shall have
delivered to the Company a Form 1001 in respect of such Lending Office pursuant
to Section 3.1(f), and such Bank at any time shall not be entitled to exemption
from deduction or withholding of United States Federal income tax in respect of
payments by the Company hereunder for the account of such Lending Office for any
reason other than a change in United States law or regulations or any applicable
tax treaty or regulations or in the official interpretation of any such law,
treaty or regulations by any governmental authority charged with the
interpretation or administration thereof (whether or not having the force of
law) after the date of delivery of such Form 1001.

(h) If, at any time, the Company requests any Bank to deliver any
forms or other documentation pursuant to Section 3.1(f)(iv), then the Company
shall, on demand of such Bank through the Administrative Agent, reimburse such
Bank for any costs and expenses (including expenses of outside legal counsel and
the allocated costs of in-house counsel) reasonably incurred by such Bank in the
preparation or delivery of such forms or other documentation.

(i) If the Company is required to pay additional amounts to any
Bank or the Administrative Agent pursuant to Section 3.1(d), then such Bank
shall use its reasonable best efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its Lending Office so as to
eliminate any such additional payment by the Company which may thereafter accrue
if such change in the judgment of such Bank is not otherwise disadvantageous to
such Bank.

3.2 Illegality.

(a) If any Bank shall reasonably determine that the introduction
of any Requirement of Law, or any change in any Requirement of Law or in the
interpretation or administration thereof, has made it unlawful, or that any
central bank or other Governmental Authority has asserted that it is unlawful,
for any Bank or its Lending Office to make Offshore Rate Loans, then, on notice
thereof by the Bank to the Company through the Administrative Agent, the
obligation of that Bank to make Offshore Rate Loans shall be suspended until the
Bank shall have notified the Administrative Agent and the Company that the

circumstances giving rise to such determination no longer exists.

(b) If a Bank shall determine that it is unlawful to maintain any
Offshore Rate Loan, the Company shall be deemed to have converted in full all
Offshore Rate Loans of that Bank then outstanding into Base Rate Loans either on
the last day of the Interest Period thereof if the Bank may lawfully continue to
maintain such Offshore Rate Loans to such day, or immediately, if the Bank may
not lawfully continue to maintain such Offshore Rate Loans. At the time of
conversion, the Company shall pay all interest accrued thereon, together with
any amounts required to be paid in connection therewith pursuant to Section 3.4.

(c) If the obligation of any Bank to make or maintain Offshore
Rate Loans has been terminated, the Company may elect, by giving notice to the
Bank through the Administrative Agent that all Loans which would otherwise be
made by the Bank as, or converted into, Offshore Rate Loans shall be instead
Base Rate Loans.

(d) Before giving any notice to the Administrative Agent pursuant
to this Section 3.2, the affected Bank shall designate a different Lending
Office with respect to its Offshore Rate Loans if such designation will avoid
the need for giving such notice or making such demand and will not, in the
judgment of the Bank, be illegal or otherwise disadvantageous to the Bank.

3.3 Increased Costs and Reduction of Return. (a) If any Bank shall
reasonably determine that, due to either (i) the introduction of or any change
in or in the interpretation of any law or regulation or (ii) the compliance with
any guideline or request of general applicability from any central bank or other
Governmental Authority (whether or not having the force of law), there shall be
any increase in the cost to such Bank of agreeing to make or making, funding or
maintaining any Offshore Rate Loans (except for changes in the rate of tax on
the overall net income of such Bank imposed by the jurisdiction in which such
Bank's principal executive office or Lending Office is located), then the
Company shall be liable for, and shall from time to time, upon demand therefor
by such Bank (with a copy of such demand to the Administrative Agent), pay to
such Bank, additional amounts as are sufficient to compensate such Bank for such
increased

costs.

(b) If any Bank shall have reasonably determined that the
introduction of any applicable law, rule, regulation or guideline of general
applicability regarding capital adequacy, or any change therein or any change in
the interpretation or administration thereof by any central bank or other
Governmental Authority charged with the interpretation or administration
thereof, or compliance by the Bank (or its Lending Office) or any corporation
controlling the Bank, with any request, guideline or directive of general
applicability regarding capital adequacy (whether or not having the force of
law) of any such central bank or other authority issued after the date hereof,
affects or would affect the amount of capital required or expected to be
maintained by the Bank or any corporation controlling the Bank and (taking into
consideration such Bank's or such corporation's policies with respect to capital
adequacy and such Bank's desired return on capital) determines that the amount
of such Bank's capital is increased as a consequence of its obligations
hereunder, then, upon demand of such Bank, the Company shall immediately pay to
the Bank, from time to time as specified by the Bank, additional amounts
sufficient to compensate the Bank for such increase.

3.4 Funding Losses. The Company agrees to reimburse each Bank and to
hold each Bank harmless from any loss or expense which the Bank may sustain or
incur (excluding the loss of anticipated profits) from the liquidation or
reemployment of funds obtained by it to maintain its Offshore Rate Loans
hereunder or from fees payable to terminate the deposits from which such funds
were obtained as a consequence of: (a) the failure of the Company to make any
prepayment of principal of any Offshore Rate Loan or to make any payment after
any acceleration thereof; (b) the failure of the Company to borrow or continue
an Offshore Rate Loan or convert a Base Rate Loan to an Offshore Rate Loan after
the Company has given (or is deemed to have given) a Notice of Borrowing or a
Notice of Conversion/ Continuation; (c) the failure of the Company to make any
prepayment of an Offshore Rate Loan after the Company has given a notice in
accordance with Section 2.7; or (d) the prepayment of an Offshore Rate Loan on a
day which is not the last day of the Interest Period with respect thereto.
Solely for purposes of calculating amounts payable by the Company to the Banks
under

this Section 3.4, each Offshore Rate Loan made by a Bank (and each related
reserve, special deposit or similar requirement) shall be conclusively deemed to
have been funded at the LIBOR (as defined in the definition of "Offshore Rate")
used in determining the Offshore Rate for such Offshore Rate Loan by a matching
deposit or other borrowing in the interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Offshore Rate Loan is in
fact so funded.

3.5 Inability to Determine Rates. If the Majority Banks shall have
determined that for any reason adequate and reasonable means do not exist for
ascertaining the Offshore Rate for any requested Interest Period with respect to
a proposed Offshore Rate Loan or if the Majority Banks advise the Administrative
Agent that the Offshore Rate applicable for any requested Interest Period with
respect to a proposed Offshore Rate Loan does not adequately and fairly reflect
the cost to them of funding such Loan, they shall notify the Administrative
Agent who will forthwith give notice of such determination to the Company and
each Bank. Thereafter, the obligation of the Banks to make Offshore Rate Loans
hereunder shall be suspended until the Administrative Agent upon the instruction
of the Majority Banks revokes such notice in writing. Upon receipt of such
notice, the Company may revoke any Notice of Borrowing or Notice of Conversion/
Continuation then submitted by it. If the Company does not revoke such notice
with respect to Loans, the Banks shall make, convert or continue the Loans, as
proposed by the Company, in the amount specified in the applicable notice
submitted by the Company, but such Loans shall be made, converted or continued
as Base Rate Loans instead of Offshore Rate Loans.

3.6 Survival. The agreements and obligations of the Company in this
Section 3 shall survive the payment of all other Obligations. Any claim or
demand by any Bank for reimbursement or compensation under this Section 3 must
be made in writing; provided, however, that no such claim or demand may be made
in respect of any expense, cost, or economic loss incurred or suffered more than
12 months prior to the date of such claim or demand.

SECTION 4

CONDITIONS PRECEDENT

4.1 Conditions of Initial Loans. The obligation of each Bank to make
its initial Loan hereunder is subject to the condition that the Administrative
Agent shall have received on or before the Closing Date all of the following, in
form and substance satisfactory to the Administrative Agent and each Bank and
(except for the instruments or documents representing Pledged Collateral) in
sufficient copies for each Bank:

(a) Credit Agreement and Notes. This Agreement executed by the
Company, the Administrative Agent and each of the Banks and, if requested by any
Bank pursuant to Section 2.2(b), the Note(s) for such Bank executed by the
Company.

(b) Resolutions; Incumbency.

(i) Copies of the resolutions of the Board of Directors or
the executive committee of the Company approving and authorizing the
execution, delivery and performance by the Company of the Loan
Documents to which it is a party and authorizing the borrowing of the
Loans, certified as of the Closing Date by the Secretary or an
Assistant Secretary of the Company; and

(ii) A certificate of the Secretary or Assistant Secretary
of the Company, certifying the names and true signatures of the
officers of the Company authorized to execute and deliver the Loan
Documents to which they are a party.

(i) The articles or certificate of incorporation of the
Company and each corporate Pledgor as in effect on the Closing Date,
certified by the Secretary of State of the State of incorporation of
the Company as of a recent date and by the Secretary or Assistant
Secretary of the Company as of the Closing Date and the bylaws of the
Company as in effect on the Closing Date, certified by the Secretary
or Assistant

Secretary of the Company as of the Closing Date; and

(ii) A good standing certificate for the Company from the
Secretary of State of its state of incorporation and each state where
the Company is qualified to do business as a foreign corporation as of
a recent date.

(d) ▇▇▇▇▇▇▇▇ Family Pledge Agreement. The ▇▇▇▇▇▇▇▇ Family Pledge
Agreement, executed by each Pledgor and the Company, in appropriate form for
recording, where necessary, together with all certificates and instruments
representing the Pledged Collateral and stock transfer powers executed in blank.

(e) Legal Opinions. An opinion of Akin, Gump,
Strauss, ▇▇▇▇▇ & ▇▇▇▇, L.L.P., counsel to the Company addressed
to the Administrative Agent and the Banks.

(f) Payment of Fees. The Company shall have paid all accrued and
unpaid fees, costs and expenses to the extent then due and payable on the
Closing Date, together with reasonable attorney fees, costs and expenses
(including the allocated cost of Administrative Agent's inhouse counsel and
staff) to the extent invoiced prior to or on the Closing Date, together with
such additional amounts of such fees, costs and expenses as shall constitute
BofA's and the Administrative Agent's reasonable estimate of such reasonable
fees, costs and expenses incurred or to be incurred through the closing
proceedings, provided that such estimate shall not thereafter preclude final
settling of accounts between the Company and the Administrative Agent; including
any such costs, fees and expenses arising under or referenced in Section 2.11.
To the extent not invoiced by the Closing Date, the Company shall pay such fees,
costs and expenses within 30 days of being invoiced therefor.

(g) Certificate. A certificate signed by a Responsible Officer,
dated as of the Closing Date (i) stating that: (A) the representations and
warranties contained in Section 5 are true and correct in all material respects
on and as of such date, as though made on and as of such date; (B) no Default or
Event of Default exists or would result from the initial Loan; and (C) there has
occurred since December 31, 1995, no event or circumstance that could reasonably
be expected to result in a

Material Adverse Effect; and (ii) showing in detail the calculations supporting
such statement in respect of Sections 7.2, 7.10(g) and (h) as of the Closing
Date and Sections 7.10(f), 7.12 and 7.13 as of September 30, 1996.

(h) Other Documents. Such other approvals,
opinions or documents as the Administrative Agent or any Bank may
request.

4.2 Conditions to All Borrowings. The obligation of each Bank to make
any Loan to be made by it hereunder (including its initial Loan) is subject to
the satisfaction of the following conditions precedent on the relevant Borrowing
Date:

(a) Notice of Borrowing. The Administrative
Agent shall have received a Notice of Borrowing;

(b) Continuation of Representations and Warranties. The
representations and warranties made by the Company contained in Section 5 shall
be true and correct in all material respects on and as of such Borrowing Date,
both before and after giving effect to such Borrowing, with the same effect as
if made on and as of such Borrowing Date (except to the extent such
representations and warranties relate to an earlier date, in which case they
were true and correct as of such date); and

Each Notice of Borrowing submitted by the Company hereunder shall constitute a
representation and warranty by the Company hereunder that, as of the date of
each such notice and as of each Borrowing Date, the conditions in Section 4.2
are satisfied.

4.3 Conditions Precedent to Becoming a Guarantor. In connection with
any Restricted Subsidiary becoming a Guarantor as contemplated by Section
7.4(k), the Company shall cause to be executed and delivered to the
Administrative Agent (with sufficient copies for all Banks) a Subsidiary
Guaranty, together with documents and opinions of the type referred to in
Sections 4.1(b), (c) and (e) with respect to such Guarantor and such Subsidiary
Guaranty, all in form and substance reasonably satisfactory to the
Administrative Agent and its legal counsel.

SECTION 5

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Administrative Agent and
each Bank that:

5.1 Corporate Existence and Power. The Company and each of its
Restricted Subsidiaries: (a) is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation;
(b) has the power and authority and all governmental licenses, authorizations,
consents and approvals to own its assets, carry on its business and execute,
deliver, and perform its obligations under, the Loan Documents; (c) is duly
qualified as a foreign corporation, licensed and in good standing under the laws
of each jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification; and (d) is in compliance
with all Requirements of Law; except, in each case referred to in clause (b),
(c) or clause (d), to the extent that the failure to do so could not reasonably
be expected to have a Material Adverse Effect.

5.2 Corporate Authorization; No Contravention. The execution, delivery
and performance by the Company, of this Agreement and any other Loan Document to
which the Company is party, have been duly authorized by all necessary corporate
action, and do not and would not be expected to: (a) contravene the terms of any
of the Company's articles of incorporation, bylaws or other organization
documents; (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, any document evidencing any Contractual Obligation
to which the Company is a party or any order, injunction, writ or decree of any
Governmental Authority to which the Company or its Property is subject; or (c)
violate any Requirement of Law.

5.3 Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Company of
the Agreement or any other Loan Document or, prior to the consummation of the

Recapitalization, the Recapitalization Agreements, except for (a) such filings,
recordations and registrations as contemplated by the Pledge Agreements in order
to perfect, continue or enforce the security interests in the Collateral
thereunder, (b) routine corporate filings to maintain the corporate good
standing of the Company and its Restricted Subsidiaries, and (c) with respect to
the Recapitalization Agreements, such approvals, consents, exemptions,
authorizations, notices or filings which will have been obtained or taken prior
to the consummation of the Recapitalization.

5.4 Binding Effect. This Agreement and each other Loan Document to
which the Company or any Pledgor is a party constitute the legal, valid and
binding obligations of the Company and such Pledgor, enforceable against such
Person in accordance with their respective terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors' rights generally or by equitable principles relating
to enforceability.

5.5 Litigation. There are no actions, suits, proceedings, claims or
disputes pending, or to the knowledge of the Company, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, against the Company, or its Restricted Subsidiaries or any of their
respective Properties which: (a) purport to affect or pertain to this Agreement,
or any other Loan Document, or any of the transactions contemplated hereby or
thereby; (b) purport to affect or pertain to the Recapitalization or any other
transaction contemplated in connection with the Recapitalization Agreements and
related documents; or (c) if determined adversely to the Company, or its
Restricted Subsidiaries, could reasonably be expected to have a Material Adverse
Effect. No injunction, writ, temporary restraining order or any order of any
nature has been issued by any court or other Governmental Authority purporting
to enjoin or restrain the execution, delivery and performance of this Agreement
or any other Loan Document, or directing that the transactions provided for
herein or therein not be consummated as herein or therein provided.

5.6 No Default. No Default or Event of Default exists
or would result from the incurring of any Obligations by the
Company or the grant or perfection of the Administrative Agent's

Liens on the Collateral. Neither the Company nor any of its Restricted
Subsidiaries has received notice or has actual knowledge that it is in default
under or with respect to any Contractual Obligation in any respect which,
individually or together with all such defaults, could reasonably be expected to
have a Material Adverse Effect.

5.7 ERISA Compliance. (a) Schedule 5.7 lists all Plans and separately
identifies Plans intended to be Qualified Plans and Multiemployer Plans. Each
Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other Federal or state law, including all requirements under
the Code or ERISA for filing reports (which are true and correct in all material
respects as of the date filed), and benefits have been paid in accordance with
the provisions of the Plan. Each Qualified Plan and Multiemployer Plan has been
determined by the IRS to qualify under Section 401 of the Code, and the trusts
created thereunder have been determined to be exempt from tax under the
provisions of Section 501 of the Code, and to the knowledge of the Company
nothing has occurred which would cause the loss of such qualification or
tax-exempt status.

(b) There is no outstanding liability under Title IV of ERISA with
respect to any Plan maintained or sponsored by the Company or any ERISA
Affiliate, nor with respect to any Plan to which the Company or any ERISA
Affiliate contributes or is obligated to contribute. No Plan subject to Title IV
of ERISA has any Unfunded Pension Liability. No member of the Controlled Group
has ever represented, promised or contracted (whether in oral or written form)
to any current or former employee (either individually or to employees as a
group) that such current or former employee(s) would be provided, at any cost to
any member of the Controlled Group, with life insurance or employee welfare plan
benefits (within the meaning of Section 3(1) of ERISA) following retirement or
termination of employment. To the extent that any member of the Controlled Group
has made any such representation, promise or contract, such member has expressly
reserved the right to amend or terminate such life insurance or employee welfare
plan benefits with respect to claims not yet incurred. Members of the Controlled
Group have complied in all material respects with the notice and continuation
coverage requirements of Section 4980B of the Code.

(c) No ERISA Event has occurred or is reasonably expected to
occur with respect to any Plan. There are no pending or, to the knowledge of the
Company, threatened claims, actions or lawsuits, other than routine claims for
benefits in the usual and ordinary course, asserted or instituted against (i)
any Plan maintained or sponsored by the Company or its assets, (ii) any member
of the Controlled Group with respect to any Qualified Plan, or (iii) any
fiduciary with respect to any Plan for which the Company may be directly or
indirectly liable, through indemnification obligations or otherwise.

(d) Neither the Company nor any ERISA Affiliate has incurred nor
reasonably expects to incur (i) any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer
Plan or (ii) any liability under Title IV of ERISA (other than premiums due and
not delinquent under Section 4007 of ERISA) with respect to a Plan. Neither the
Company nor any ERISA Affiliate has transferred any Unfunded Pension Liability
to a Person other than the Company or an ERISA Affiliate or otherwise engaged in
a transaction that could be subject to Section 4069 or 4212(c) of ERISA. No
member of the Controlled Group has engaged, directly or indirectly, in a
non-exempt prohibited transaction (as defined in Section 4975 of the Code or
Section 406 of ERISA) in connection with any Plan which could reasonably be
expected to have a Material Adverse Effect.

5.8 Use of Proceeds. The proceeds of the Loans are intended to be and
shall be used solely for the purposes set forth in and permitted by Section
6.11, and are intended to be and shall be used in compliance with Section 7.7.

5.9 Title to Properties. The Company and each of its Restricted
Subsidiaries has good record and marketable (or indefeasible in the State of
Texas) title in fee simple to, or valid leasehold interests in, all real
Property necessary or used in the ordinary conduct of its business, except for
such defects in title as could not, individually or in the aggregate, have a
Material Adverse Effect. As of the Closing Date, the Property of the Company and
its Restricted Subsidiaries is subject to no Liens, other than as permitted by
Section 7.1.

5.10 Taxes. The Company and its Restricted Subsidiaries have filed all
Federal and other material tax returns and reports required to be filed, and
have paid all Federal and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their Properties, income or
assets that are due pursuant to such returns or reports before any such taxes,
assessments, fees or other charges became delinquent or any penalty accrued with
respect thereto, except those which are being contested in good faith by
appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP and no Notice of Lien has been filed or recorded. There is
no proposed tax assessment against the Company or any of its Restricted
Subsidiaries which could reasonably be expected to, if the assessment were made,
have a Material Adverse Effect.

5.11 Financial Condition.

(a) The audited consolidated financial statements of financial
condition of the Company and its Subsidiaries dated December 31, 1995, and the
related consolidated statements of operations, shareholders' equity and cash
flows for the fiscal year ended on that date: (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of the Company and its Subsidiaries as of the date thereof and results of
operations for the period covered thereby; and (iii) show all material
indebtedness and other liabilities, direct or contingent of the Company and its
consolidated Subsidiaries as of the date thereof, including liabilities for
taxes, material commitments and Contingent Obligations that are required to be
included on the Company's consolidated financial statements in accordance with
GAAP.

(b) Since December 31, 1995, there has been no event which could
reasonably be expected to have a Material Adverse Effect.

5.12 Environmental Matters.

(a) The on-going operations of the Company and each of its
Restricted Subsidiaries comply in all respects with all Environmental Laws,
except such non-compliance which would

not (if enforced in accordance with applicable law) result in liability which
could reasonably be expected to have a Material Adverse Effect. The Company and
each of its Restricted Subsidiaries has obtained all licenses, permits,
authorizations and registrations required under any Environmental Law
("Environmental Permits") and necessary for its ordinary course operations, all
such Environmental Permits are in good standing, and the Company and each of its
Restricted Subsidiaries is in compliance with all material terms and conditions
of such Environmental Permits.

(b) To the knowledge of the Company, none of the Company, any of
its Restricted Subsidiaries or any of their respective present Property or
operations is subject to any outstanding material written order from or
agreement with any Governmental Authority nor subject to any judicial or
docketed administrative proceeding, respecting any Environmental Law,
Environmental Claim or Hazardous Material. There are no Hazardous Materials or
other conditions or circumstances existing with respect to any Property, or
arising from operations prior to the Closing Date, of the Company or any of its
Restricted Subsidiaries that would reasonably be expected to give rise to
Environmental Claims with a potential liability of the Company and its
Restricted Subsidiaries that could reasonably be expected to have a Material
Adverse Effect for any such condition, circumstance or Property. In addition,
(i) neither the Company's nor any of its Restricted Subsidiaries' Properties
have any underground storage tanks (x) that are not properly registered or
permitted under applicable Environmental Laws, or (y) that are leaking or
disposing of Hazardous Materials off-site in an amount that would require
remediation under Environmental Laws, and (ii) to the Company's actual knowledge
the Company and its Restricted Subsidiaries have notified all of their employees
of the existence, if any, of any health hazard arising from the conditions of
their employment and have met all notification requirements under Title III of
CERCLA and all other Environmental Laws.

5.13 Capital Stock; Pledge Agreements. (a) Prior to
the Recapitalization Date:

(i) the issued and outstanding capital stock
of the Company consists of Class A Common Stock and

Class B Common Stock. Subject to any statutory voting rights, all
presently exercisable voting rights in the Company are vested
exclusively in its outstanding shares of Class A Common Stock, each
share of which is entitled to one vote on every matter to come before
the shareholders. Subject to any contractual limitations applicable to
the holders thereof, each share of Class B Common Stock is convertible
at any time, at the option of the holder thereof, into one share of
Class A Common Stock. To the Company's knowledge, there are no
existing options, warrants, shareholder agreements, calls or
commitments of any character whatsoever relating to any of the Pledged
Collateral other than the Shareholders' Agreement; and

(ii) the Pledged Collateral constitutes all the outstanding
capital stock of the Company owned by the ▇▇▇▇▇▇▇▇ Family and not less
than 50% of the Class A Common Stock of the Company issued and
outstanding and a majority of all capital stock of the Company issued
and outstanding. As of the Closing Date, the Pledged Collateral
includes all of the Voting Stock.

(b) From and after the Recapitalization Date, the Pledged
Collateral constitutes all the outstanding capital stock of the Company issued
and outstanding, and there will be no options, warrants, shareholder agreements,
calls or commitments of any character whatsoever relating to any of the Pledged
Collateral.

(c) At all times the provisions of the Pledge Agreements are, or
will be upon execution, effective to create, in favor of the Administrative
Agent for the benefit of the Banks, a legal, valid and enforceable security
interest in all of the Collateral described therein; and the Pledged Collateral
was delivered to the Administrative Agent or its nominee in accordance with the
terms thereof. The Lien of the Pledge Agreement constitutes a perfected, first
priority security interest in all right, title and interest of the Pledgor(s) in
the Collateral described therein, prior and superior to all other Liens and
interests.

5.14 Regulated Entities. None of the Company, any

Person controlling the Company, or any Subsidiary of the Company, is (a) an
"Investment Company" within the meaning of the Investment Company Act of 1940;
or (b) subject to regulation under the Public Utility Holding Company Act of
1935, the Federal Power Act, the Interstate Commerce Act, any state public
utilities code, or any other Federal or state statute or regulation limiting its
ability to incur Indebtedness.

5.15 No Burdensome Restrictions. Neither the Company nor any of its
Restricted Subsidiaries is a party to or bound by any Contractual Obligation
(other than this Agreement, the Senior Subordinated Note Indenture and the
Senior Note Indenture), or subject to any charter or corporate restriction, or
any Requirement of Law, which could reasonably be expected to have a Material
Adverse Effect.

5.16 Solvency. The Company is Solvent.

5.17 Labor Relations. There are no strikes, lockouts or other labor
disputes against the Company or any of its Restricted Subsidiaries, or, to the
Company's knowledge, threatened against or affecting the Company or any of its
Restricted Subsidiaries, and no significant unfair labor practice complaint is
pending against the Company or any of its Restricted Subsidiaries or, to the
knowledge of the Company, threatened against any of them before any Governmental
Authority, in each case, which could reasonably be expected to have a Material
Adverse Effect.

5.18 Copyrights, Patents, Trademarks and Licenses, etc. The Company or
its Restricted Subsidiaries own or are licensed or otherwise have the right to
use all of the patents, trademarks, service marks, trade names, copyrights,
franchises, authorizations and other rights that are material to the operation
of their respective businesses, without conflict with the rights of any other
Person. To the knowledge of the Company, no slogan or other advertising device,
product, process, method, substance, part or other material now employed, or now
contemplated to be employed by the Company or any of its Restricted Subsidiaries
infringes upon any rights held by any other Person; no claim or litigation
regarding any of the foregoing is pending or to the knowledge of the Company
threatened, and no patent, invention, device, application,

principle or any statute, law, rule, regulation, standard or code is to the
knowledge of the Company pending or proposed, which, in either case, could
reasonably be expected to have a Material Adverse Effect.

5.19 Insurance. The Properties of the Company and its Restricted
Subsidiaries are insured with financially sound and reputable insurance
companies or self-insured (including insurance through a related captive
insurance company), in such amounts, with such deductibles and covering such
risks as the Company believes is adequate in character and amount.

5.20 Senior Notes. Each of the documents relating to the Senior Notes
delivered to the Administrative Agent and the Banks by the Company is true,
accurate and complete, and there exist no amendments or modifications thereto,
or waivers thereof, which have not been delivered to the Administrative Agent.

5.21 Senior Subordinated Notes. Each of the documents relating to the
Senior Subordinated Notes delivered to the Administrative Agent and the Banks by
the Company is true, accurate and complete, and there exist no amendments or
modifications thereto, or waivers thereof, which have not been delivered to the
Administrative Agent.

5.22 Swap Obligations. Neither the Company nor any of its Subsidiaries
has incurred any outstanding obligations under any Swap Contracts, other than
Permitted Swap Obligations. The Company has undertaken its own independent
assessment of its consolidated assets, liabilities and commitments and has
considered appropriate means of mitigating and managing risks associated with
such matters and has not relied on any swap counterparty or any Affiliate of any
swap counterparty in determining whether to enter into any Swap Contract.

5.23 Full Disclosure. None of the representations or warranties made
by the Company in the Loan Documents as of the date such representations and
warranties are made or deemed made, and none of the statements contained in each
report or certificate (including any exhibits to such report or certificate)
furnished by or on behalf of the Company or any of its Restricted Subsidiaries
in connection with the Loan Documents, contains any untrue statement of a
material fact or

omits any material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they are
made, not misleading.

SECTION 6

AFFIRMATIVE COVENANTS

The Company covenants and agrees that, so long as any Bank shall have
any Commitment hereunder, or any Loan or other Obligation (exclusive of future,
contingent or unliquidated amounts arising under indemnity agreements) shall
remain unpaid or unsatisfied, unless the Majority Banks waive compliance in
writing:

6.1 Financial Statements. The Company shall deliver to the
Administrative Agent (who shall deliver the same to the Banks) in form and
detail satisfactory to the Administrative Agent and the Majority Banks, with
sufficient copies for each Bank:

(a) as soon as available, but not later than 90 days after the
end of each fiscal year, a copy of the audited consolidated balance sheet of the
Company and its consolidated Subsidiaries as at the end of such year and the
related consolidated statements of income, shareholders' equity and cash flows
for such fiscal year, setting forth in each case in comparative form the figures
for the previous year, and accompanied by the report of Deloitte & Touche L.L.P.
or another nationally-recognized independent public accounting firm which report
shall state that such consolidated financial statements present fairly the
financial position for the periods indicated in conformity with GAAP applied on
a basis consistent with prior years except to the extent set forth therein. Such
opinion shall not be qualified or limited because of a restricted or limited
examination by such accountant of any material portion of the Company's or any
consolidated Subsidiary's records; and

(b) as soon as available, but not later than 45 days after the
end of each of the first three fiscal quarters of each year, a copy of the
unaudited consolidated balance sheet of the Company and its consolidated
Subsidiaries as of the end of

such quarter and the related consolidated statements of income, shareholders'
equity and cash flows for the period commencing on the first day and ending on
the last day of such quarter, and certified by an appropriate Responsible
Officer as fairly presenting, in accordance with GAAP (subject to normal year
end adjustments), the financial position and the results of operations of the
Company and its Subsidiaries.

6.2 Certificates; Other Information. The Company
shall furnish to the Administrative Agent (who shall deliver the
same to the Banks), with sufficient copies for each Bank:

(a) concurrently with the delivery of the financial statements
referred to in Sections 6.1(a) and (b) above, a certificate of a Responsible
Officer (i) stating that, to such officer's knowledge, the Company, during such
period, has observed and performed all of its covenants and other agreements,
and satisfied every condition contained in this Agreement to be observed,
performed or satisfied by it, and that such officer has obtained no knowledge of
any Default or Event of Default except as specified (by applicable Section
reference) in such certificate, and (ii) showing in detail the calculations
supporting such statement in respect of Sections 7.2, 7.4(i), (k) and (p),
7.5(k), 7.10(e), 7.10(f), (g) and (h), 7.12 and 7.13;

(b) as soon as available, but not later than 60 days after the
beginning of each fiscal year an annual operating budget for the Company and its
Restricted Subsidiaries for such fiscal year in a format satisfactory to the
Administrative Agent and the Banks;

(c) promptly after the same are sent, copies of all financial
statements and reports which the Company sends to its shareholders; and promptly
after the same are filed, copies of all financial statements and regular,
periodical or special reports which the Company may make to, or file with, the
Securities and Exchange Commission or any successor or similar Governmental
Authority; and

(d) promptly, such additional business, financial, corporate
affairs and other information as the Administrative Agent, at the request of any
Bank, may from time to time reasonably request.

6.3 Notices. The Company shall promptly notify the
Administrative Agent (who shall notify the Banks):

(a) of the occurrence of any Default or Event of Default, and of
the occurrence or existence of any event or circumstance that could reasonably
be expected to become a Default or Event of Default;

(b) of (i) any breach or non-performance of, or any default
under, any Contractual Obligation of the Company or any of its Restricted
Subsidiaries which could result in a Material Adverse Effect; (ii) any dispute,
litigation, investigation, proceeding or suspension which may exist at any time
between the Company or any of its Restricted Subsidiaries and any Governmental
Authority which could reasonably be expected to result in a Material Adverse
Effect, and (iii) any dispute, litigation or proceeding in which the relief
sought is an injunction or other stay of the performance of this Agreement or
any Loan Document or the consummation of the Recapitalization;

(c) of the commencement of, or any material development in, any
litigation or proceeding affecting the Company or any Restricted Subsidiary (i)
in which the amount of damages claimed is $2,500,000 (or its equivalent in
another currency or currencies) or more, (ii) in which injunctive or similar
relief is sought, which, with respect to clauses (i) and (ii) of this subsection
(c), if adversely determined, could reasonably be expected to have a Material
Adverse Effect, or (iii) in which the relief sought is an injunction or other
stay of the performance of this Agreement or any Loan Document;

(d) upon, but in no event later than 10 days after, becoming
aware of (in each case only to the extent that the amount involved exceeds
$500,000) (i) any and all enforcement, cleanup, removal or other governmental or
regulatory actions instituted, completed or threatened against the Company or
any of its Restricted Subsidiaries or any of their respective Properties
pursuant to any applicable Environmental Laws, (ii) any other Environmental
Claims, and (iii) any environmental or similar condition on any real property
adjoining or in the vicinity of the property of the Company or any Restricted
Subsidiary that could reasonably be anticipated to cause such property or any
part thereof to be subject to any restrictions on

the ownership, occupancy, transferability or use of such property
under any Environmental Laws;

(e) of any of the following ERISA events affecting the Company or
any member of its Controlled Group (but in no event more than 10 days after such
event), together with a copy of any notice with respect to such event that may
be required to be filed with a Governmental Authority and any notice delivered
by a Governmental Authority to the Company or any member or its Controlled Group
with respect to such event: (i) an ERISA Event; (ii) the adoption of any new
Plan that is subject to Title IV of ERISA or Section 412 of the Code by any
member of the Controlled Group; (iii) the adoption of any amendment to a Plan
that is subject to Title IV of ERISA or Section 412 of the Code, if such
amendment results in a material increase in benefits or unfunded liabilities; or
(iv) the commencement of contributions by any member of the Controlled Group to
any Plan that is subject to Title IV of ERISA or Section 412 of the Code;

(f) any Material Adverse Effect subsequent to the date of the
most recent audited financial statements of the Company delivered to the Banks
pursuant to Section 6.1(a);

(g) of any material change in accounting policies
or financial reporting practices by the Company or any of its
Restricted Subsidiaries;

(h) of any labor controversy resulting in or threatening to
result in any strike, work stoppage, boycott, shutdown or other labor disruption
against or involving the Company or any of its Restricted Subsidiaries, which
could reasonably be expected to have a Material Adverse Effect; and

(i) upon the request from time to time of the Administrative
Agent, the Swap Termination Values, together with a description of the method by
which such values were determined, relating to any then-outstanding Swap
Contracts to which the Company or any of its Restricted Subsidiaries is party.

Each notice pursuant to this Section shall be accompanied by a
written statement by a Responsible Officer of the Company setting forth details
of the occurrence referred to therein, and stating what action the Company
proposes to take

with respect thereto and at what time. Each notice under Section 6.3(a) shall
describe with particularity any and all clauses or provisions of this Agreement
or other Loan Document that have been breached or violated.

6.4 Preservation of Corporate Existence, Etc. The Company shall, and
shall cause each of its Restricted Subsidiaries to: (a) preserve and maintain in
full force and effect its corporate existence and good standing under the laws
of its state or jurisdiction of incorporation; provided, that the Company shall
not be required to maintain the existence of any Restricted Subsidiary if the
Board of Directors of the Company determines that the existence of such
Subsidiary is no longer necessary or desirable in the conduct of the Company's
business; (b) preserve and maintain in full force and effect all rights,
privileges, qualifications, permits, licenses and franchises necessary or
desirable in the normal conduct of its business as presently conducted; (c) use
its reasonable efforts, in the ordinary course of business, to preserve its
business organization and preserve the goodwill and business of the customers,
suppliers and others having material business relations with it; and (d)
preserve or renew all of its registered trademarks, trade names and service
marks, the non-preservation of which could reasonably be expected to have a
Material Adverse Effect.

6.5 Maintenance of Property. The Company shall maintain, and shall
cause each of its Restricted Subsidiaries to maintain, and preserve all its
Property which is used or useful in its business in good working order and
condition, ordinary wear and tear excepted and make all necessary repairs
thereto and renewals and replacements thereof except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect.

6.6 Insurance. The Company shall maintain, and shall cause each of its
Restricted Subsidiaries to maintain, with financially sound and reputable
independent insurers or self insurance (including insurance through a related
captive insurance company), insurance with respect to its Properties and
business against loss or damage of the kinds as the Company believes is adequate
in character and amount; including workers' compensation insurance, public
liability and property and

casualty insurance.

6.7 Payment of Obligations. The Company shall, and shall cause its
Restricted Subsidiaries to, pay and discharge (a) all tax liabilities,
assessments and governmental charges or levies upon it or its properties or
assets before any penalty accrues thereon, unless the same are being contested
in good faith by appropriate proceedings and adequate reserves in accordance
with GAAP are being maintained by the Company or such Restricted Subsidiary; and
(b) all lawful claims which, if unpaid, would by law become a Lien upon its
Property prior to the time when any penalty or fine shall be incurred with
respect thereto, unless the same are being contested in good faith by
appropriate proceedings and adequate reserves in accordance with GAAP are being
maintained by the Company or such Restricted Subsidiary.

6.8 Compliance with Laws. The Company shall comply, and shall cause
each of its Restricted Subsidiaries to comply, with all Requirements of Law of
any Governmental Authority having jurisdiction over it or its business
(including the Federal Fair Labor Standards Act), except such as may be
contested in good faith or as to which a bona fide dispute may exist, or where
the failure to so comply could not reasonably be expected to have a Material
Adverse Effect.

6.9 Inspection of Property and Books and Records. The Company shall
maintain and shall cause each of its Restricted Subsidiaries to maintain proper
books of record and account, in which full, true and correct entries in
conformity with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of the Company and
such Restricted Subsidiaries. The Company shall permit, and shall cause each of
its Restricted Subsidiaries to permit, representatives and independent
contractors of the Administrative Agent or any Bank to visit and inspect any of
their respective Properties, to examine their respective corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective
directors, officers, and independent public accountants at such reasonable times
during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Company; provided, however,

when an Event of Default has occurred and is continuing the Administrative Agent
or any Bank may do any of the foregoing at the expense of the Company at any
time during normal business hours and without advance notice.

6.10 Environmental Laws. The Company shall, and shall cause each of
its Restricted Subsidiaries to, conduct its operations and keep and maintain its
Property in compliance with all Environmental Laws, except where the failure
could not reasonably be expected to, individually or in the aggregate, result in
liability in excess of $2,500,000. Upon the written request of the
Administrative Agent or any Bank, the Company shall submit and cause each of its
Restricted Subsidiaries to submit, to the Administrative Agent with sufficient
copies for each Bank, at the Company's sole cost and expense, at reasonable
intervals, a report providing an update of the status of any environmental,
health or safety compliance, hazard or liability issue identified in any notice
or report required pursuant to Section 6.3(d), that could, individually or in
the aggregate, result in liability in excess of $2,500,000.

6.11 Use of Proceeds. The Company shall use the proceeds of the Loans
(a) to refinance the Existing Credit Facility, (b) for the acquisition,
construction and furnishing of theatres in the United States and Canada or other
activities incidental thereto and (c) for working capital and other general
corporate purposes.

6.12 Recapitalization Transaction; Conditions Subsequent. (a) The
Company may, in its sole discretion, effect the Recapitalization at any time;
provided, however, that the Company shall not enter into any Recapitalization
Agreement unless the form and substance thereof have been consented to by the
Majority Banks, which shall not be unreasonably withheld, delayed or
conditional. Thereafter, the Company will consummate any Recapitalization only
in accordance with all the terms and conditions of such Recapitalization
Agreements without waiver of any material terms of any such agreements not
consented to by the Majority Banks, which shall not be unreasonably withheld,
delayed or conditional.

(b) On the Recapitalization Date, the Company
shall deliver, or cause to be delivered, to the Administrative

Agent all of the following, in form and substance reasonably satisfactory to the
Administrative Agent and in sufficient copies for the Administrative Agent and
each Bank:

(i) Holdings Pledge Agreement. Against the redelivery of all
existing Pledged Collateral, the Holdings Pledge Agreement
substantially in the form of Exhibit C-2 duly executed by the Holding
Company, together with all certificates and instruments representing
all capital stock of the Company and undated stock transfer powers
executed in blank;

(ii) Resolutions; Incumbency.

(A) True and complete copies of the resolutions of the
Board of Directors of the Holding Company approving and
authorizing the execution, delivery and performance by the
Holding Company of the Holdings Pledge Agreement, certified by
the Secretary or an Assistant Secretary of the Holding Company as
of the Recapitalization Date as being in full force and effect
without amendment or modification;

(B) A certificate of the Secretary or Assistant
Secretary of the Holding Company, certifying the names and true
signatures of the officers of the Holding Company authorized to
execute, deliver and perform, as applicable, the Holdings Pledge
Agreement, and all other Loan Documents to which it is a party;
and

(C) A certificate of another officer of the Holding
Company as to the incumbency and specimen signature of the
Secretary or Assistant Secretary, as the case may be, of the
Holding Company.

(iii) Articles of Incorporation; By-laws
and Good Standing. Each of the following documents:

(A) a true and complete copy of the
articles or certificate of incorporation of the

Holding Company as in effect on the Reorganization Date,
certified by the Secretary of State (or similar applicable
Governmental Authority) of the state of incorporation of the
Holding Company as of a recent date prior to the Reorganization
Date and certified by the Secretary or Assistant Secretary of the
Holding Company as of the Reorganization Date, as being in full
force and effect without amendment or modification, and the
bylaws of the Holding Company as in effect on the
Recapitalization Date, certified by the Secretary or Assistant
Secretary of the Holding Company as of the Reorganization Date as
being in full force and effect without amendment or modification;
and

(B) certificate of existence for the Holding Company
from the Secretary of State (or similar applicable Governmental
Authority) of its state of incorporation as of a recent date
prior to the Reorganization Date.

(iv) Legal Opinions. An opinion of Akin, Gump, Strauss,
▇▇▇▇▇ & ▇▇▇▇, L.L.P., counsel to the Company, dated the Reorganization
Date, addressed to the Administrative Agent and the Banks as to the
Holdings Pledge Agreement in form and substance satisfactory to the
Administrative Agent and the Banks.

(v) Approvals. A certificate from a Responsible Officer of
the Holding Company that all material approvals and consents
(including those by shareholders, boards of directors and, to the
extent material, Governmental Authorities), necessary or advisable in
connection with the Recapitalization shall have been duly obtained or
made and remain in effect, with all applicable waiting periods having
expired or having been terminated and without any action having been
taken by any Person or Governmental Authority to enjoin, restrict or
prevent the consummation of the Recapitalization or otherwise to
impose any materially adverse condition upon the consummation of the
Recapitalization or on the operations of the Company (or the successor
to the Company) and its Subsidiaries

after the consummation of the Recapitalization.

(vi) No Litigation Challenging. A certificate of a
Responsible Officer of the Company to the effect that no legal or
arbitral proceedings shall be pending or, to the knowledge of the
Company, threatened by or before any Governmental Person with respect
to the Recapitalization or the making of any Loan that seeks to
enjoin, restrict or prevent the consummation of the Recapitalization
or the making of any Loan or otherwise to impose materially adverse
conditions upon the consummation of the Recapitalization or the making
of any Loan, or on the operations of the Company and its Restricted
Subsidiaries after the Recapitalization or that could, if adversely
determined, have a Material Adverse Effect.

6.13 Further Assurances. The Company shall ensure that all written
information and reports and certificates (including any exhibits thereto)
furnished to the Administrative Agent or the Banks do not and will not contain
any untrue statement of a material fact and do not and will not omit to state
any material fact or any fact necessary to make the statements contained therein
not misleading in light of the circumstances in which made, and will promptly
disclose to the Administrative Agent and the Banks and correct any defect or
error that may be discovered therein or in any Loan Document or in the
execution, acknowledgement or recordation thereof.

SECTION 7

NEGATIVE COVENANTS

The Company hereby covenants and agrees that, so long as any Bank
shall have any Commitment hereunder, or any Loan or other Obligation (exclusive
of future, contingent or unliquidated amounts arising under indemnity
agreements) shall remain unpaid or unsatisfied, unless the Majority Banks waive
compliance in writing:

7.1 Limitation on Liens. The Company shall not, and

shall not suffer or permit any of its Restricted Subsidiaries to, directly or
indirectly, make, create, incur, assume or suffer to exist any Lien upon or with
respect to any part of its Property, whether now owned or hereafter acquired,
other than the following (each a "Permitted Lien"):

(a) any Lien (other than Liens on the Collateral) existing on the
Property of the Company or its Restricted Subsidiaries on the Closing Date and
set forth in Schedule 7.5;

(b) any Lien created under any Loan Document;

(c) any Liens now existing or hereafter arising pursuant to the
pledge agreement dated as of June 10, 1992 by the Company to The Bank of New
York, as trustee under the Senior Note Indenture, as amended from time to time;
provided, however, that neither the Senior Note Indenture nor such pledge
agreement may be amended, waived or otherwise modified at any time to permit or
require additional collateral to be pledged to secure the Senior Notes.

(d) Liens for taxes, fees, assessments or other governmental
charges which are not delinquent or remain payable without penalty, or to the
extent that non-payment thereof is permitted by Section 6.7;

(e) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the ordinary course
of business which are not delinquent or remain payable without penalty or are
being contested in good faith by appropriate proceedings and adequate reserves
in accordance with GAAP are being maintained by the Company or such Restricted
Subsidiary;

(f) Liens (other than any Lien imposed by ERISA in connection
with a proceeding by PBGC other than on the Collateral) consisting of pledges or
deposits required in the ordinary course of business as presently conducted in
connection with workers' compensation, unemployment insurance and other social
security legislation;

(g) Liens (other than Liens on the Collateral) on
the Property of the Company or any of its Restricted Subsidiaries

securing (i) the performance of bids, trade contracts (other than for borrowed
money), leases, and statutory obligations, (ii) contingent obligations on surety
and appeal bonds, and (iii) other obligations of a like nature; in each case,
incurred in the ordinary course of business provided that all Liens securing
delinquent performance or obligations could not (even if enforced) reasonably be
expected to have a Material Adverse Effect;

(h) any attachment or judgment Lien, unless the judgment it
secures shall not have been discharged within 30 calendar days after the
expiration of any stay or final appeals;

(i) easements, rights-of-way, restrictions, minor defects or
irregularities in title and other similar encumbrances which, in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect or
materially interfere with the ordinary conduct of the businesses of the Company
and its Restricted Subsidiaries;

(j) Liens securing Purchase Money Obligations not
exceeding $500,000 in the aggregate at any one time;

(k) Liens securing Capital Lease Obligations on assets subject to
such Capital Leases, provided that such Capital Leases are permitted under
Section 7.9(a);

(l) Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, rights of set-off or similar rights and
remedies as to deposit accounts or other funds maintained with a creditor
depository institution; provided that (i) such deposit account is not a
dedicated cash collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by regulations promulgated by
the Federal Reserve Board, and (ii) such deposit account is not intended by the
Company or any of its Restricted Subsidiaries to provide collateral to the
depository institution;

(m) Liens on accounts receivable and inventory or cash deposits
collateralizing reimbursement obligations with respect to letters of credit, in
either case securing Indebtedness permitted to be incurred under Section 7.5(f);

(n) Liens consisting of pledges of cash collateral or government
securities to secure on a ▇▇▇▇-to-market basis Permitted Swap Obligations only,
provided that the aggregate value of such collateral so pledged by the Company
and the Restricted Subsidiaries, together with Indebtedness in respect of
letters of credit securing Swap Contracts outstanding under Section 7.5(f), does
not at any time exceed $5,000,000;

(o) Lien of the trustee under Section 7.7 of the Senior
Subordinated Note Indenture on money or property held or collected by the
trustee thereunder; and

(p) any renewal of or substitution for any Lien permitted by any
of the preceding subsections, including without limitation in connection with
refinancings of any Indebtedness secured by such Liens (including all accrued
interest and any prepayment premium, if any, thereon); provided that the
Indebtedness secured is not increased nor the Lien extended to any additional
assets (other than proceeds and accessions).

7.2 Disposition of Assets. Neither the Company nor
any Restricted Subsidiary shall make any Dispositions except for:

(a) Excluded Dispositions; and

(b) other Dispositions of assets having a value not exceeding
$10,000,000 in any one or a series of related transactions; provided, that (i)
no Event of Default shall exist at the time thereof or shall result from such
Disposition; (ii) at least 90% of the aggregate sales price from such
Disposition shall be paid in cash; and (iii) the Net Proceeds of such
Disposition shall be used for a Covered Acquisition or used to prepay Total
Indebtedness pursuant to Section 2.8(a);

provided, however, that no Disposition shall be for less than the fair market
value of the Property or equity securities being disposed of by the Company or
such Restricted Subsidiary.

7.3 Consolidations and Mergers. The Company shall not, and shall not
suffer or permit any of its Restricted Subsidiaries to, merge, consolidate with
or into, or convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially

all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person, except:

(a) any Restricted Subsidiary of the Company may merge (i) with
the Company, provided that the Company shall be the continuing or surviving
corporation, (ii) with any one or more Restricted Subsidiaries of the Company,
(iii) with any other Person provided that such merger is effected in connection
with the Company's or a Restricted Subsidiary's Disposition of its entire
Investment in such Subsidiary pursuant to Section 7.2;

(b) any Restricted Subsidiary of the Company may sell all or
substantially all of its assets (upon voluntary liquidation or otherwise), to
the Company or a Wholly-Owned Restricted Subsidiary of the Company or in
connection with the Company's or a Restricted Subsidiary's Disposition of its
entire Investment in such Subsidiary pursuant to Section 7.2; and

(c) the Company may be party to, and may
consummate, the Recapitalization on the terms and conditions set
forth in the Recapitalization Agreements;

7.4 Investments. The Company shall not purchase or acquire, or suffer
or permit any of its Restricted Subsidiaries to make any Investment in any
Person, including any Affiliate of the Company, except for the following
("Permitted Investments"):

(a) Investments in Cash Equivalents;

(b) extensions of credit in the nature of accounts receivable or
notes receivable arising from the sale or lease of goods or services in the
ordinary course of business;

(c) extensions of credit by the Company to any of
its Restricted Subsidiaries or by any of its Restricted
Subsidiaries to another of its Restricted Subsidiaries of the
Company;

(d) any Investment made solely with assets, the
payment or application of which is not restricted by Section
7.10;

(e) equity interests acquired by the Company or

any Restricted Subsidiary in any Person engaged in the indoor motion picture
exhibition business if (i) such Person's theatres are managed by the Company or
such Restricted Subsidiary, (ii) such equity interest is acquired solely in
exchange for services rendered in connection with the management of such
Person's theatres, and (iii) the Board of Directors of the Company determines
that such acquisition is in the best interest of the Company;

(f) Investments by Restricted Subsidiaries in the
Company;

(g) Investments in the form of consideration for
Property or equity securities sold or otherwise disposed of in
accordance with Section 7.2;

(h) Investments constituting Permitted Swap Obligations or
payments or advances under Swap Contracts relating to Permitted Swap
Obligations;

(i) Investments not exceeding $40,000,000 in the
aggregate in Existing Unrestricted Subsidiaries other than as
otherwise permitted herein;

(j) Bank accounts maintained in any commercial
bank;

(k) $50,000,000 in the aggregate since the Closing Date, valued
at the time made, in (i) Restricted Subsidiaries which will, as a result of the
making of such Investment and all other contemporaneous related transactions,
become a Wholly-Owned Subsidiary of the Company that is a Restricted Subsidiary
and (ii) joint ventures, partnerships and other Persons so long as the Persons
into which such Investment is made is either a Restricted Subsidiary of the
Company, or such Person or a Subsidiary of such Person will, as a result of
making such Investment and all other contemporaneous related transactions,
become a Restricted Subsidiary of the Company; provided that in each case, any
such Person in which such Investments have been made or are to be made may, at
any time, elect to become a Guarantor by entering into a Subsidiary Guaranty and
providing the documents and opinions referred to in Section 4.3, in which case
all Investments made or to be made in

such Person shall not count against the $50,000,000 limitation
provided in this subsection;

(l) refundable construction advances made with respect to the
construction of properties of a nature or type that are used in a business
similar or related to the business of the Company or its Restricted Subsidiaries
in the ordinary course of business;

(m) advances or extensions of credit on terms customary in the
industry in the form of accounts or other receivables incurred, or pre-paid film
rentals, and loans and advances made in settlement of such accounts receivable,
all in the ordinary course of business;

(n) repurchases of Senior Subordinated Notes not
exceeding $10,000,000 in the aggregate;

(o) any consolidation or merger of a Restricted Subsidiary that
is a Wholly-Owned Subsidiary of the Company into the Company or a Restricted
Subsidiary that is a Wholly-Owned Subsidiary to the extent otherwise permitted
under the Senior Subordinated Note Indenture;

(p) Investments not exceeding $10,000,000 in the
aggregate; and

(q) Investments permitted as Restricted Payments
under Section 7.10.

7.5 Limitation on Indebtedness. The Company shall not, and shall not
suffer or permit any of its Restricted Subsidiaries to, create, incur, assume,
suffer to exist, or otherwise become or remain directly or indirectly liable
with respect to, any Indebtedness, except:

(a) Indebtedness incurred pursuant to this
Agreement;

(b) endorsements for collection or deposit in the
ordinary course of business as presently conducted; and

(other than the Senior Subordinated Notes and the Senior Notes) and set forth in
Schedule 7.5, or Subordinated Indebtedness in a principal amount not exceeding
such Indebtedness issued in exchange for, or the proceeds of which are used to
repay or refund or refinance or discharge or otherwise retire for value, such
Indebtedness; provided such new Indebtedness does not have a final maturity date
earlier than the Indebtedness being repaid or refunded nor have terms any more
restrictive than the Indebtedness being repaid or refunded;

(d) the Senior Notes and any senior Indebtedness (which may but
need not be secured by the pledge of the stock of Restricted Subsidiaries) or
any unsecured subordinated Indebtedness, all the net proceeds of which are used,
concurrently with the incurrence thereof, to repay, refund, refinance, defease,
repurchase, redeem or otherwise acquire for value in whole or in part the Senior
Notes (including all accrued interest and any prepayment premium, if any,
thereon), requiring no repayment or prepayment of principal prior to the
Maturity Date and having terms (other than pricing) no more materially
restrictive on the Company than the Senior Notes;

(e) the Senior Subordinated Notes and any unsecured subordinated
Indebtedness, all the net proceeds of which are used, concurrently with the
incurrence thereof, to repay, refund, refinance, defease, repurchase, redeem or
otherwise acquire for value in whole or in part the Senior Subordinated Notes
(including all accrued interest and any prepayment premium, if any, thereon),
requiring no repayment or prepayment of principal prior to the Maturity Date and
having terms (other than pricing) no more materially restrictive on the Company
than the Senior Subordinated Notes;

(f) Indebtedness incurred in connection with
leases permitted pursuant to Section 7.9;

(g) Indebtedness in an aggregate principal amount not to exceed
$5,000,000 at any one time outstanding incurred in respect of letters of credit
to secure Swap Contracts (provided that the total amount of Indebtedness
incurred in respect of letters of credit to secure Swap Contracts, when added
together with any cash deposits collateralizing obligations with respect to Swap
Contracts, shall not exceed $5,000,000), or to support

property, liability and workers' compensation insurance, performance bonds
(which may be in the form of letters of credit) for construction contracts let
by the Company and its Subsidiaries in the ordinary course of business (provided
that to the extent that such performance bonds secure Indebtedness, such
Indebtedness is otherwise permitted under this Section 7.5), surety bonds and
appeal bonds (which, in each case, may be in the form of letters of credit)
required in the ordinary course of business or in connection with the
enforcement of rights or claims of the Company or any Subsidiary of the Company
or in connection with judgments that do not result in a Default or an Event of
Default;

(h) Indebtedness representing Purchase Money
Obligations in an aggregate principal amount not to exceed
$500,000 at any one time outstanding;

(i) Indebtedness owing to a Restricted Subsidiary
of the Company or to the Company by a Restricted Subsidiary;

(j) Permitted Swap Obligations; and

(k) the Company may incur (but not refinance or refund)
additional unsecured subordinated Indebtedness not exceeding a cumulative
aggregate principal amount of $25,000,000, which Indebtedness has terms (other
than pricing) no more materially restrictive on the Company than this Agreement.

7.6 Transactions with Affiliates. The Company shall not, and shall not
suffer or permit any of its Restricted Subsidiaries to, enter into any
transaction with any Affiliate of the Company or of any such Restricted
Subsidiary, except (a) as expressly permitted by this Agreement, or (b) unless
such transaction is on terms no less favorable to the Company or such Restricted
Subsidiary than would be obtained in a comparable arm's-length transaction with
a Person not an Affiliate of the Company or such Restricted Subsidiary;
provided, however, that transactions between or among the Company and its
Restricted Subsidiaries which are not otherwise prohibited by this Agreement,
transactions permitted under Section 7.10 and any employment agreement entered
into by the Company or its Subsidiaries in the ordinary course of business, in
each case shall not be deemed a transaction with an Affiliate.

7.7 Use of Proceeds. The Company shall not and shall not suffer or
permit any of its Subsidiaries to use any portion of the Loan, directly or
indirectly, (a) to purchase or carry Margin Stock, (b) to repay or otherwise
refinance indebtedness of the Company or others incurred to purchase or carry
Margin Stock, (c) to extend credit for the purpose of purchasing or carrying any
Margin Stock, or (d) to acquire any security in any transaction that is subject
to Section 13 or 14 of the Exchange Act.

7.8 Compliance with ERISA. The Company shall not, and shall not suffer
or permit any of its Restricted Subsidiaries to, (a) terminate any Plan subject
to Title IV of ERISA so as to result in any material (in the opinion of the
Majority Banks) liability to the Company or any ERISA Affiliate, (b) permit to
exist any ERISA Event or any other event or condition, which presents the risk
of a material (in the opinion of the Majority Banks) liability to any member of
the Controlled Group, (c) make a complete or partial withdrawal (within the
meaning of ERISA Section 4201) from any Multiemployer Plan so as to result in
any material (in the opinion of the Majority Banks) liability to the Company or
any ERISA Affiliate, (d) enter into any new Plan or modify any existing Plan so
as to increase its obligations thereunder which could result in any material (in
the opinion of the Majority Banks) liability to any member of the Controlled
Group, or (e) permit the present value of all nonforfeitable accrued benefits
under any Plan (using the actuarial assumptions utilized by the PBGC upon
termination of a Plan) materially (in the opinion of the Majority Banks) to
exceed the fair market value of Plan assets allocable to such benefits, all
determined as of the most recent valuation date for each such Plan.

7.9 Lease Obligations. The Company shall not, and shall not suffer or
permit any Restricted Subsidiary to, create or suffer to exist any obligations
for the payment of rent for any Property under lease or agreement to lease,
except for:

(a) leases of the Company and its Restricted
Subsidiaries in existence on the Closing Date and any renewal,
extension or refinancing thereof; and

(b) Operating Leases entered into or assumed by
the Company or any of its Restricted Subsidiaries after the

Closing Date in the ordinary course of business, including without limitation
sale-leaseback transactions.

7.10 Restricted Payments. The Company shall not, and shall not suffer
or permit any of its Restricted Subsidiaries to, (i) declare or make any
dividend payment or other distribution of assets, properties, cash, rights,
obligations or securities on account of any shares of any class of the capital
stock of the Company or a Restricted Subsidiary, or (ii) purchase, redeem or
otherwise acquire for value any shares of the capital stock of the Company or
any Subsidiary (other than Wholly Owned Subsidiaries of the Company that are
Restricted Subsidiaries) or any warrants, rights or options to acquire such
shares, now or hereafter outstanding or (iii) make any Investment other than a
Permitted Investment or (iv) prepay, repay, redeem, defease or otherwise acquire
or retire for value prior to any scheduled maturity, scheduled repayment or
scheduled sinking fund payment, any Indebtedness of the Company or any of its
Subsidiaries not otherwise permitted by this Agreement or any Loan Document to
be so paid (each of clauses (i) through (iv) being a "Restricted Payment");
except that the Company and any Restricted Subsidiary of the Company may:

(a) declare and make dividend payments or other distributions
payable solely in its capital stock or in options, warrants or rights to acquire
its capital stock;

(b) declare and make dividends payments or other distributions
from a Wholly-Owned Subsidiary of the Company to the Company or to another
Wholly-Owned Subsidiary of the Company that is a Restricted Subsidiary;

(c) make payments of up to $1,500,000 in the aggregate annually
to repurchase capital stock of the Company held by employees of the Company upon
termination of such employment;

(d) purchase, redeem or otherwise acquire shares of its capital
stock or warrants or options to acquire any such shares with the proceeds
received from the substantially concurrent issue of new shares of its capital
stock;

(e) repay but not prepay subordinated

Indebtedness issued as permitted by Section 7.5(k); provided that immediately
prior to and after giving effect to such repayment, no Default or Event of
Default would exist;

(f) make Restricted Payments solely out of 50% of net income
(less 100% of net losses) of the Company and its Restricted Subsidiaries arising
after December 31, 1995 computed on a cumulative consolidated basis; provided,
however, that immediately prior to and after giving effect to such proposed
payment, no Default or Event of Default would exist;

(g) make Restricted Payments out of the net proceeds received by
the Company from (i) the issuance or sale (other than to a Restricted Subsidiary
of the Company) of (A) Capital Stock of the Company, including any such shares
issued upon exercise of any warrants, options or similar rights subsequent to
the Closing Date, or (B) Indebtedness that is convertible into Capital Stock of
the Company to the extent such Indebtedness is so converted (collectively, the
"Securities"); (ii) capital contributions, and (iii) an amount equal to the net
reduction in investments resulting from payments of principal of indebtedness,
return of capital and other transfers of assets; provided, however, that
immediately prior to and after giving effect to such payment, no Default or
Event of Default would exist;

(h) make additional Restricted Payments in an amount not
exceeding $15,000,000 on a cumulative basis; provided, however, that immediately
prior to and after giving effect to such payment no Default or Event of Default
would exist;

(i) repurchase, refinance or retire outstanding Senior Notes in
an aggregate principal amount not exceeding $5,000,000, together with accrued
interest and prepayment premium, if any, thereon; and

(j) make payment of any dividend within 60 calendar days after
the date of its declaration if the dividend would have been permitted on the
date of declaration.

Any payments made pursuant to Sections 7.10(a) through (e) shall not be deemed
to be Restricted Payments for the purpose of the computation of Sections
7.10(f), (g), and (h).

7.11 Prepayments of Senior Notes and Senior Subordinated Notes. Except
as otherwise permitted herein, the Company shall not, and shall not suffer or
permit any of its Restricted Subsidiaries to, prepay the Senior Notes or the
Senior Subordinated Notes.

7.12 Total Indebtedness to Annualized Cash Flow Ratio. The Company
shall not permit at any time its ratio of (a) Total Indebtedness to (b)
Annualized Cash Flow for the four fiscal quarters ending on such date to exceed
the ratio set forth opposite each fiscal quarter set forth below:

Maximum
Fiscal Quarters Ending Ratio

Closing Date through 12/31/97 5.25 to 1
1/1/98 through 6/30/98 5.00 to 1
7/1/98 through 12/31/98 4.75 to 1
1/1/99 through 12/31/99 4.50 to 1
1/1/00 and thereafter 4.00 to 1

7.13 Debt Service Coverage Ratio. The Company shall not permit at the
end of any fiscal quarter its ratio of (a) Annualized Cash Flow for the four
fiscal quarters then ended plus lease expense (excluding deferred lease expense)
for the following four fiscal quarters to (b) the sum of scheduled principal
payments on Total Indebtedness for the following four fiscal quarters plus
Consolidated Cash Interest Expense (based on the principal amount of Total
Indebtedness outstanding as of the end of such fiscal quarter and interest rates
then in effect) for the following four fiscal quarters plus lease expense
(excluding deferred lease expense) for the following four fiscal quarters to be
less than 1.25 to 1.00.

7.14 Change in Business. The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, engage in any material line of business
substantially different from those lines of business carried on by it on the
date hereof.

7.15 Accounting Changes. The Company shall not, and
shall not suffer or permit any of its Restricted Subsidiaries to,
make any significant change in accounting treatment or reporting
practices, except as required by GAAP, or change the fiscal year

of the Company or of any of its consolidated Restricted
Subsidiaries.

7.16 Limitations on Payments. The Company shall not, and shall not
suffer or permit any of its Restricted Subsidiaries to, agree to any restriction
or limitation on the upstreaming of payments from any Restricted Subsidiary to
the Company other than immaterial amounts in the ordinary course of business.

7.17 Limitation on Negative Pledges. Except for restrictions on
collateral securing Indebtedness permitted to be secured by Section 7.5
contained in instruments governing such Indebtedness, the Company shall not, and
shall not permit any of its Restricted Subsidiaries to, be a party to any
agreement prohibiting, or amend any agreement to prohibit, the creation or
assumption of any Lien in favor of the Administrative Agent and the Banks upon
its properties or assets, whether now owned or hereafter acquired.

SECTION 8

EVENTS OF DEFAULT

8.1 Event of Default. Any of the following shall
constitute an "Event of Default":

(a) Non-Payment. The Company fails to pay, when and as required
to be paid herein, any principal of any Loan, or shall fail to pay within two
Business Days of the due date hereof any interest, fees or other amount payable
hereunder or pursuant to any other Loan Document; or

(b) Representation or Warranty. Any representation or warranty by
the Company made or deemed made herein, in any Loan Document, or which is
contained in any certificate, document or financial or other statement by the
Company or its Responsible Officers, furnished at any time under this Agreement,
or in or under any Loan Document, shall prove to have been incorrect in any
material respect on or as of the date made or deemed made; or

perform or observe any term, covenant or agreement contained in
Sections 7.3, 7.12, 7.13 or 7.17; or

(d) Other Defaults. The Company fails to perform or observe any
other term or covenant contained in Section 6.1 6.2, 6.3, 6.9, 7.1, 7.2, 7.4
through 7.11, inclusive, 7.14, 7.15 or 7.16 and such default shall continue
unremedied for a period of three days, or the Company fails to perform or
observe any other term or covenant contained in this Agreement or any Loan
Document, and such default under other terms or covenants shall continue
unremedied for a period of 20 days after the earlier of (i) the date upon which
a Responsible Officer of the Company knew or should have known of such failure
or (ii) the date upon which written notice thereof is given to the Company by
the Administrative Agent or any Bank; or

(e) Cross-Defaults. (i) The Company or any of its Restricted
Subsidiaries (A) fails to make any payment in respect of any Indebtedness (other
than the Senior Subordinated Note Indenture, the Senior Note Indenture or in
respect of Swap Contracts) having an aggregate principal amount (including
undrawn committed or available amounts and including amounts owing to all
creditors under any combined or syndicated credit arrangement) of $1,000,000 or
more when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) and such failure continues after the applicable grace or
notice period, if any, specified in the document relating thereto on the date of
such failure; or (B) fails to perform or observe any other condition or
covenant, or any other event shall occur or condition exist, under any agreement
or instrument relating to any such Indebtedness having an aggregate principal
amount of $1,000,000 or more (other than the Senior Subordinated Note Indenture
or the Senior Note Indenture), and such failure continues after the applicable
grace or notice period, if any, specified in the document relating thereto on
the date of such failure if the effect of such failure, event or condition is to
cause, or to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to
be declared to be due and payable prior to its stated maturity, or any
Contingent Obligation in an amount of $1,000,000 or more to become payable or
cash collateral in respect thereof to be demanded; or

(ii) there occurs under any Swap Contract an Early Termination Date (as defined
in such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which the Company or any Restricted Subsidiary is the Defaulting
Party (as defined in such Swap Contract) or (B) any Termination Event (as so
defined) as to which the Company or any Subsidiary is an Affected Party (as so
defined), and, in either event, the Swap Termination Value owed by the Company
or such Subsidiary as a result thereof is greater than $1,000,000; or

(f) Cross-Default to Indentures. The occurrence
and continuance of any Event of Default under, and as defined in,
the Senior Note Indenture, the Senior Subordinated Note Indenture
or any Indebtedness in excess of $1,000,000 refinancing in whole
or in part the Senior Notes; or

(g) Insolvency; Voluntary Proceedings. The Company or any of its
Material Restricted Subsidiaries (i) ceases or fails to be Solvent, or generally
fails to pay, or admits in writing its inability to pay, its debts as they
become due, subject to applicable grace periods, if any, whether at stated
maturity or otherwise; (ii) commences any Insolvency Proceeding with respect to
itself; or (iii) takes any action to effectuate or authorize any of the
foregoing; or

(h) Involuntary Proceedings. (i) Any involuntary Insolvency
Proceeding is commenced or filed against the Company or any Material Restricted
Subsidiary of the Company, or any writ, judgment, warrant of attachment,
execution or similar process, is issued or levied against a substantial part of
the Company's or any of its Material Restricted Subsidiaries' Properties, and
any such proceeding or petition shall not be dismissed, or such writ, judgment,
warrant of attachment, execution or similar process shall not be released,
vacated or fully bonded within 60 days after commencement, filing or levy; (ii)
the Company or any of its Material Restricted Subsidiaries admits the material
allegations of a petition against it in any Insolvency Proceeding, or an order
for relief (or similar order under non-U.S. law) is ordered in any Insolvency
Proceeding; or (iii) the Company or any of its Material Restricted Subsidiaries
acquiesces in the appointment of a receiver, trustee, custodian, conservator,
liquidator, mortgagee in possession (or agent therefor), or other similar Person
for itself or a substantial

portion of its Property or business;

(i) ERISA. (i) A member of the Controlled Group shall fail to pay
when due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under a Multiemployer Plan;
(ii) the Company or an ERISA Affiliate shall fail to satisfy its contribution
requirements under Section 412(c)(11) of the Code, whether or not it has sought
a waiver under Section 412(d) of the Code; (iii) in the case of an ERISA Event
involving the withdrawal from a Plan of a "substantial employer" (as defined in
Section 4001(a)(2) or Section 4062(e) of ERISA), the withdrawing employer's
proportionate share of that Plan's Unfunded Pension Liabilities is more than
$1,000,000; (iv) in the case of an ERISA Event involving the complete or partial
withdrawal from a Multiemployer Plan, the withdrawing employer has incurred a
withdrawal liability in an aggregate amount exceeding $1,000,000; (v) in the
case of an ERISA Event not described in clause (iii) or (iv), the Unfunded
Pension Liabilities of the relevant Plan or Plans exceed $1,000,000; (vi) a Plan
that is intended to be qualified under Section 401(a) of the Code shall lose its
qualification, and the loss can reasonably be expected to impose on members of
the Controlled Group liability (for additional taxes, to Plan participants, or
otherwise) in the aggregate amount of $1,000,000 or more; (vii) the commencement
or increase of contributions to, or the adoption of or the amendment of a Plan
by, a member of the Controlled Group shall result in a net increase in unfunded
liabilities to the Controlled Group in excess of $1,000,000; (viii) any member
of the Controlled Group engages in or otherwise becomes liable for a non-exempt
prohibited transaction and the initial tax or additional tax under section 4975
of the Code relating thereto might reasonably be expected to exceed $1,000,000;
(ix) a violation of Section 404 or 405 of ERISA or the exclusive benefit rule
under Section 401(a) of the Code if such violation might reasonably be expected
to expose a member or members of the Controlled Group to monetary liability in
excess of $1,000,000; (x) any member of the Controlled Group is assessed a tax
under Section 4980B of the Code in excess of $1,000,000; or (xi) the occurrence
of any combination of events listed in clauses (iii) through (x) that involves a
potential liability, net increase in aggregate Unfunded Pension Liabilities,
unfunded liabilities, or any combination thereof, in excess of $1,000,000.

(j) Monetary Judgments. One or more final (non- interlocutory)
judgments, orders or decrees shall be entered against the Company or any of its
Material Restricted Subsidiaries involving in the aggregate a liability (to the
extent not covered by insurance, including insurance through a related captive
insurance company, but excluding self-insurance) as to any single or related
series of transactions, incidents or conditions, of $500,000 or more, and the
same shall remain unsatisfied, unvacated and unstayed pending appeal for a
period of 30 days after the entry thereof; or

(k) Non-Monetary Judgments. Any non-monetary judgment, order or
decree shall be rendered against the Company or any of its Material Restricted
Subsidiaries which does or could reasonably be expected to have a Material
Adverse Effect, and there shall be any period of 10 consecutive days during
which a stay of enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect; or

(l) Collateral. Any material provision of any Collateral Document
shall for any reason cease to be valid and binding on or enforceable against any
Pledgor or any Pledgor shall so state in writing or bring an action to limit its
obligations or liabilities thereunder; or any Collateral Document shall for any
reason (other than pursuant to the terms thereof) cease to create a valid
security interest in the Collateral purported to be covered thereby or such
security interest shall for any reason cease to be a perfected and first
priority security interest, and if, in either case, such cessation is the result
of a change in law, such cessation shall continue for 10 days after the earlier
of (i) the date upon which a Responsible Officer of the Company knew or should
have known of such cessation or (ii) the date upon which written notice thereof
is given to the Company by the Administrative Agent or any Bank; or

(m) Loan Documents. The Loan Agreement, Notes, Subsidiary
Guaranty or Pledge Agreement at any time after its execution and delivery and
for any reason other than the agreement of the Banks or satisfaction in full of
all the Obligations, ceases to be in full force and effect or is declared by a
court of competent jurisdiction to be null and void, invalid or unenforceable in
any respect which, in any such event in the reasonable opinion of the Banks, is
materially adverse to the

interests of the Banks; or the Company or any Subsidiary Guarantor denies that
it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind same; or any Event of Default (as such
term is or may hereafter be specifically defined in any other Loan Document)
occurs under any other Loan Document; or

(n) Adverse Change. There shall occur a Material
Adverse Effect; or

(o) Change of Control.

(i) Prior to the Recapitalization Date: (A) a Change in
Control Event or (B) the failure of the ▇▇▇▇▇▇▇▇ Family (1) to own at
least 50% of all issued and outstanding Voting Stock of the Company,
and such default shall continue unremedied for a period of 30 days,
(2) to own a majority of all issued and outstanding Capital Stock of
the Company at all times, or (3) to have designated a majority of the
Board of Directors of the Company, or

(ii) from and after the Recapitalization Date: (A) a Change
in Control Event (excluding the Recapitalization as a Change in
Control Event itself), (B) the failure of the ▇▇▇▇▇▇▇▇ Family (1) to
own at least 50% of all Voting Stock of the Holding Company, and such
default shall continue unremedied for a period of 30 days, (2) to own
a majority of all Capital Stock of the Holding Company at all times,
or (3) to have designated a majority of the Board of Directors of the
Holding Company or (C) the failure of the Holding Company to
beneficially own all the outstanding Capital Stock of the Company.

8.2 Remedies. If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Majority Banks, (a) declare the Commitment of each Bank to make Loans to be
terminated, whereupon such Commitments and obligations shall forthwith be
terminated; (b) declare the unpaid principal amount of all outstanding Loans,
all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be

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immediately due and payable; without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Company; and
(c) exercise on behalf of itself and the Banks all rights and remedies available
to it and the Banks under the Loan Documents or applicable law; provided,
however, that upon the occurrence of any event specified in paragraph (g) or (h)
of Section 8.1 above (in the case of clause (i) of paragraph (h) upon the
expiration of the 60-day period mentioned therein), the obligation of each Bank
to make Loans shall automatically terminate and the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable without further act of the Administrative
Agent or any Bank.

8.3 Rights Not Exclusive. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

SECTION 9

THE AGENTS

9.1 Appointment and Authorization. Each Bank hereby irrevocably
appoints, designates and authorizes the Administrative Agent to take such action
on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly
delegated to it by the terms of this Agreement or any other Loan Document,
together with such powers as are reasonably incidental thereto. Notwithstanding
any provision to the contrary contained elsewhere in this Agreement or in any
other Loan Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship with
any Bank, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the

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term "agent" in this Agreement with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

9.2 Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects with reasonable care.

9.3 Liability of Agents. None of the Agent-Related Persons shall (a)
be liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document (except for its own
gross negligence or willful misconduct), or (b) be responsible in any manner to
any of the Banks for any recital, statement, representation or warranty made by
the Company or any Subsidiary or Affiliate of the Company, or any officer
thereof, contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document, or for the value of any Collateral or the
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for any failure of the Company or any
other party to any Loan Document to perform its obligations hereunder or
thereunder. No Agent-Related Person shall be under any obligation to any Bank to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the Properties, books or records of the Company or any
of the Company's Subsidiaries or Affiliates.

9.4 Reliance by Administrative Agent.

(a) The Administrative Agent shall be entitled to

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rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement or other document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel (including
counsel to the Company), independent accountants and other experts selected by
the Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Majority Banks as it deems appropriate and, if it so requests, it shall first be
indemnified to its satisfaction by the Banks against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Administrative Agent shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement or any other Loan
Document in accordance with a request or consent of the Majority Banks and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all of the Banks.

(b) For purposes of determining compliance with the conditions
specified in Sections 4.1 and 4.2, each Bank that has executed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied
with each document or other matter either sent by the Administrative Agent to
such Bank for consent, approval, acceptance or satisfaction, or required
thereunder to be consented to or approved by or acceptable or satisfactory to
the Bank, unless an officer of the Administrative Agent responsible for the
transactions contemplated by the Loan Documents shall have received notice from
the Bank prior to the initial Borrowing specifying its objection thereto and
either such objection shall not have been withdrawn by notice to the
Administrative Agent to that effect or the Bank shall not have made available to
the Administrative Agent the Bank's ratable portion of such Borrowing.

9.5 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Banks,

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unless the Administrative Agent shall have received written notice from a Bank
or the Company referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Banks. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be requested by
the Majority Banks in accordance with Section 8; provided, however, that unless
and until the Administrative Agent shall have received any such request, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Banks.

9.6 Credit Decision. Each Bank expressly acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it and that no
act by the Administrative Agent hereinafter taken, including any review of the
affairs of the Company and its Subsidiaries shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Bank. Each Bank
represents to the Administrative Agent that it has, independently and without
reliance upon the Administrative Agent and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Company and its Subsidiaries, and
all applicable bank regulatory laws relating to the transactions contemplated
thereby, and made its own decision to enter into this Agreement and extend
credit to the Company hereunder. Each Bank also represents that it will,
independently and without reliance upon the Administrative Agent and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Company. Except for notices, reports and other documents
expressly herein required to be furnished to the Banks by the Administrative
Agent, the Administrative Agent shall not have any duty or responsibility to
provide any Bank with any

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credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of the Company which
may come into the possession of any of the Agent-Related Persons.

9.7 Indemnification. Whether or not the transactions contemplated
hereby shall be consummated, the Banks shall indemnify upon demand the
Agent-Related Persons (to the extent not reimbursed by or on behalf of the
Company and without limiting the obligation of the Company to do so), ratably
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses and disbursements of any
kind whatsoever which may at any time (including at any time following the
repayment of the Loans and the termination or resignation of the related
Administrative Agent) be imposed on, incurred by or asserted against any such
Person any way relating to or arising out of this Agreement or any document
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by any such Person
under or in connection with any of the foregoing; provided, however, that no
Bank shall be liable for the payment to the Agent-Related Persons of any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting solely from such
Person's gross negligence or willful misconduct. Without limitation of the
foregoing, each Bank shall reimburse the Administrative Agent upon demand for
its ratable share of any costs or out-of-pocket expenses (including fees and
expenses of counsel and the allocated cost of in-house counsel) incurred by the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein to the extent that the
Administrative Agent is not reimbursed for such expenses by or on behalf of the
Company. Without limiting the generality of the foregoing, if the Internal
Revenue Service or any other Governmental Authority of the United States or
other jurisdiction asserts a claim that the Administrative Agent did not
properly withhold tax from amounts paid to or for the account of any Bank
(because the appropriate form was not delivered, was

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not properly executed, or because such Bank failed to notify the Administrative
Agent of a change in circumstances which rendered the exemption from, or
reduction of, withholding tax ineffective, or for any other reason) such Bank
shall indemnify the Administrative Agent fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, together with all costs
and expenses (including fees and expenses of counsel and the allocated cost of
in-house counsel). The obligation of the Banks in this Section shall survive the
payment of all Obligations hereunder.

9.8 Administrative Agent in Individual Capacity. BofA and its
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory or other business with the Company and its
Subsidiaries and Affiliates as though BofA were not the Administrative Agent
hereunder and without notice to or consent of the Banks. With respect to its
Loans, BofA shall have the same rights and powers under this Agreement as any
other Bank and may exercise the same as though it were not the Administrative
Agent, and the terms "Bank" and "Banks" shall include BofA in its individual
capacity.

9.9 Successor Administrative Agent. The Administrative Agent may, and
at the request of the Majority Banks shall, resign as Administrative Agent upon
30 days' notice to the Banks. If the Administrative Agent shall resign as
Administrative Agent under this Agreement, the Majority Banks shall appoint from
among the Banks a successor agent for the Banks which successor agent shall be
approved by the Company. If no successor agent is appointed prior to the
effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Banks and the
Company, a successor agent from among the Banks. Upon the acceptance of its
appointment as successor agent hereunder, such successor agent shall succeed to
all the rights, powers and duties of the retiring Administrative Agent and the
term "Administrative Agent" shall mean such successor agent and the retiring
Administrative Agent's appointment, powers and duties as Administrative Agent
shall be terminated. After any retiring Administrative Agent's resignation
hereunder as Administrative

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Agent, the provisions of this Section 9 and Sections 10.4 and 10.5 shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor agent has accepted
appointment as Administrative Agent by the date which is 30 days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Banks shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Majority Banks appoint a successor
agent as provided for above.

9.10 Collateral Matters.

(a) The Administrative Agent is authorized on behalf of all the
Banks, without the necessity of any notice to or further consent from the Banks,
from time to time to take any action with respect to any Collateral or the
Pledge Agreements which may be necessary to perfect and maintain perfected the
security interest in and Liens upon the Collateral granted pursuant to the
Pledge Agreements. In connection with the Recapitalization, the Administrative
Agent is authorized to release the stock collateral held under the ▇▇▇▇▇▇▇▇
Family Pledge Agreement to the extent necessary, against delivery of the stock
of the Company owned by the Holding Company.

(b) The Banks irrevocably authorize the Administrative Agent, at
its option and in its discretion, to release any Lien granted to or held by the
Administrative Agent upon any Collateral (i) upon termination of the Commitments
and payment in full of all Loans and all other Obligations payable under this
Agreement and under any other Loan Document; (ii) constituting Property sold or
to be sold or disposed of as part of or in connection with any Disposition
permitted hereunder; (iii) constituting Property in which the Company or any
Subsidiary of the Company owned no interest at the time the Lien was granted or
at any time thereafter; (iv) constituting Property leased to the Company or any
Subsidiary of the Company under a lease which has expired or been terminated in
a transaction permitted under this Agreement or is about to expire and which has
not been, and is not intended by the Company or such Subsidiary to be, renewed
or extended; (v) consisting of an instrument evidencing Indebtedness or other
debt instrument, if

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the indebtedness evidenced thereby has been paid in full; or (vi) if approved,
authorized or ratified in writing by the Majority Banks or all the Banks, as the
case may be, subject to Section 10.1(f). Upon request by the Administrative
Agent at any time, the Banks will confirm in writing the Administrative Agent's
authority to release particular types or items of Collateral pursuant to this
Section 9.10(b).

(c) Each Bank agrees with and in favor of each other (which
agreement shall not be for the benefit of the Company or any of its
Subsidiaries) that the Company's obligation to such Bank under this Agreement
and the other Loan Documents is not and shall not be secured by any real
property collateral now or hereafter acquired by such Bank.

9.11 Documentation Agent. The Bank identified on the facing page or
signature pages of this Agreement as the "Documentation Agent" shall not have
any right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Banks as such. Without limiting the
foregoing, the Documentation Agent shall not have or be deemed to have any
fiduciary relationship with any Bank. Each Bank acknowledges that it has not
relied, and will not rely, on the Documentation Agent in deciding to enter into
this Agreement or in taking or not taking action hereunder.

SECTION 10

MISCELLANEOUS

10.1 Amendments and Waivers. No amendment or waiver of any provision
of this Agreement or any other Loan Document, and no consent with respect to any
departure by the Company therefrom, shall be effective unless the same shall be
in writing and signed by the Majority Banks, the Company and acknowledged by the
Administrative Agent, and then such waiver shall be effective only in the
specific instance and for the specific purpose for which given; provided,
however, that no such waiver, amendment, or consent shall, unless in writing and
signed by all the Banks, the Company and acknowledged by the Administrative
Agent, do any of the following: (a) increase or extend the Commitment of any
Bank (or reinstate any Commitment terminated pursuant to Section

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8.2(a)) or subject any Bank to any additional obligations hereunder or under any
Loan Document; (b) postpone or delay any date fixed for any payment of
principal, interest, fees or other amounts due to the Banks (or any of them)
hereunder or under any Loan Document (other than Swap Contracts); (c) reduce the
principal of, or the rate of interest specified herein on any Loan, or of any
fees or other amounts payable hereunder or under any Loan Document; (d) change
the percentage of the Commitments or of the aggregate unpaid principal amount of
the Loans which shall be required for the Banks or any of them to take any
action hereunder or under any Loan Document; (e) amend this Section 11.1 or
Section 2.15; or (f) discharge any Guarantor or Pledgor, or release any part of
the Collateral except as permitted by Section 6.12; provided further, that no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Majority Banks or all the Banks, as the
case may be, affect the rights or duties of the Administrative Agent under this
Agreement or any other Loan Document.

10.2 Notices. All notices, requests and other communications provided
for hereunder shall be in writing (including telegraphic, telex, facsimile
transmission or cable communication) and mailed, telegraphed, telexed,
transmitted or delivered, if to the Company to its address specified on Schedule
10.2 hereto; if to any Bank, to its Domestic Lending Office specified on
Schedule 10.2 hereto; and if to the Administrative Agent, to its address
specified on Schedule 10.2 hereto; or, as to the Company or the Administrative
Agent, to such other address as shall be designated by such party in a written
notice to the other parties, and as to each other party at such other address as
shall be designated by such party in a written notice to the Company and the
Administrative Agent. All such notices and communications shall be effective
when delivered for overnight delivery, delivered to the telegraph company,
transmitted by telecopier and confirmed by telephone, transmitted by telex and
confirmed by telex answerback or delivered to the cable company, as applicable,
or if delivered, upon delivery, except that written notices pursuant to Section
2 shall not be effective until received by the Administrative Agent.

10.3 No Waiver; Cumulative Remedies. No failure to
exercise and no delay in exercising, on the part of the
Administrative Agent or any Bank, any right, remedy, power or

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privilege hereunder, shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.

10.4 Costs and Expenses. The Company shall, whether
or not the transactions contemplated hereby shall be consummated:

(a) reimburse BofA (including in its capacity as Administrative
Agent) on demand for all reasonable costs and expenses incurred in connection
with the development, syndication, preparation, delivery, administration and
execution of, and any amendment, supplement, waiver or modification to, this
Agreement, any Loan Document and any other documents prepared in connection
herewith or therewith, and the consummation of the transactions contemplated
hereby and thereby, including the reasonable costs and expenses of counsel to
BofA (including in its capacity as Administrative Agent) (and the allocated cost
of internal counsel) with respect thereto;

(b) reimburse each Bank and the Administrative Agent on demand
for all reasonable costs and expenses incurred by them in connection with the
enforcement or preservation of any rights (including in connection with any
"workout" or restructuring regarding the Loans) under this Agreement, any Loan
Document, and any such other documents, including fees and out-of-pocket
expenses of counsel (and the allocated cost of internal counsel) to the
Administrative Agent and to each of the Banks; and

(c) reimburse the Administrative Agent on demand for all
reasonable appraisal, audit, search and filing fees, incurred or sustained by
the Administrative Agent in connection with the matters referred to under
paragraphs (a) and (b) above.

10.5 General Indemnity. The Company shall pay, indemnify, and hold
each Bank, the Administrative Agent and each of their respective officers,
directors, employees, counsel, agents and attorneys-in-fact (each, an
"Indemnified Person") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses or disbursements (including reasonable fees and

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out-of-pocket expenses of counsel and the allocated cost of internal counsel) of
any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement and any other Loan
Documents, or the transactions contemplated hereby and thereby, and with respect
to any investigation, litigation or proceeding (including any Insolvency
Proceeding or appellate proceeding) related to this Agreement or the Loans, or
the use of the proceeds thereof, whether or not any Indemnified Person is a
party thereto (all the foregoing, collectively, the "Indemnified Liabilities");
provided, that the Company shall have no obligation hereunder to any Indemnified
Person with respect to Indemnified Liabilities (i) arising from the gross
negligence or willful misconduct of such Indemnified Person (ii) with respect to
judicial proceedings commenced against such Indemnified Person by any holder of
the debt or equity securities of such Indemnified Person based solely on the
rights afforded such holder in its capacity as such, and (iii) with respect to
judicial proceedings commenced solely against such Indemnified Person by another
Bank, Assignee or Participant to the extent based on a cause of action against
such Indemnified Person and not the Company or any Restricted Subsidiary. The
obligations in this Section 10.5 shall survive payment of all other Obligations.
The Company shall have the right to undertake, conduct and control through
counsel of its own choosing (which counsel shall be acceptable to the
Indemnified Persons acting reasonably) and at the sole expense of the Company,
the conduct and settlement of any Indemnified Liabilities, and the Indemnified
Person shall cooperate with the Company in connection therewith; provided that
the Company shall permit the Indemnified Person to participate in such conduct
and settlement through counsel chosen by the Indemnified Person, but the fees
and expenses of such counsel shall be borne by the Indemnified Person.
Notwithstanding the foregoing, the Indemnified Person shall have the right to
employ its own counsel, and the reasonable fees and expenses of such counsel
shall be at the Company's costs and expense if the interests of the Company and
the Indemnified Person become adverse in any such claim or course of action;
provided, however, the Company, in such event, shall only be liable for the
reasonable legal expenses of one counsel for all of such Indemnified Persons.
The Company shall not be liable for any settlement of any claim or action
effected without its prior written consent, such consent not to be unreasonably
withheld. All amounts owing under this

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Section 10.5 shall be paid within 30 days after demand.

10.6 Marshalling; Payments Set Aside. Neither the Administrative Agent
nor the Banks shall be under any obligation to ▇▇▇▇▇▇▇▇ any assets in favor of
the Company or any other Person or against or in payment of any or all of the
Obligations. To the extent that the Company makes a payment or payments to the
Administrative Agent or the Banks, or the Administrative Agent or the Banks
enforce their Liens or exercise their rights of set-off, and such payment or
payments or the proceeds of such enforcement or set-off or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other party in connection
with any Insolvency Proceeding, or otherwise, then to the extent of such
recovery the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had
not been made or such enforcement or set-off had not occurred.

10.7 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Company may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Administrative Agent and each Bank.

10.8 Assignments, Participations, etc.

(a) Any Bank may, with the prior written consent of the Company
at all times other than during the existence of an Event of Default, and the
Administrative Agent, which consents shall not be unreasonably withheld, at any
time assign and delegate to one or more Eligible Assignees (provided that no
written consent of the Company or the Administrative Agent shall be required in
connection with any assignment and delegation by a Bank to a Bank Affiliate of
such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans,
the Commitments and the other rights and obligations of such Bank hereunder, in
a minimum amount of $10,000,000 and multiples of $1,000,000 in excess thereof;
provided, however, that (i) the Company and the Administrative Agent may
continue to deal solely and directly with such Bank in connection with the
interest so assigned to an Assignee until (A) written notice of such assignment,
together

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with payment instructions, addresses and related information with respect to the
Assignee, shall have been given to the Company and the Administrative Agent by
such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered
to the Company and the Administrative Agent a Notice of Assignment and
Acceptance in the form of Exhibit D ("Notice of Assignment and Acceptance")
together with any Note or Notes subject to such assignment and (C) the assignor
Bank or Assignee has paid to the Administrative Agent a processing fee in the
amount of $2,500.

(b) From and after the date that the Administrative Agent
notifies the assignor Bank that it has received an executed Notice of Assignment
and Acceptance and payment of the above-referenced processing fee, (i) the
Assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Notice of
Assignment and Acceptance, shall have the rights and obligations of a Bank under
the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights
and obligations hereunder and under the other Loan Documents have been assigned
by it pursuant to such Notice of Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Loan Documents.

(c) Within five Business Days after its receipt of notice by the
Administrative Agent that it has received an executed Notice of Assignment and
Acceptance and payment of the processing fee, the Company shall, upon the
request of the Assignee made through the Administrative Agent, execute and
deliver to the Administrative Agent, one or more new Notes evidencing such
Assignee's assigned Loans and Commitment and, if the assignor Bank had
previously requested one or more Notes and has retained a portion of its Loans
and its Commitment, replacement Notes in the principal amount of the Loans
retained by the assignor Bank (such Notes to be in exchange for, but not in
payment of, the Notes held by such Bank). Immediately upon each Assignee's
making its processing fee payment under the Notice of Assignment and Acceptance,
this Agreement, shall be deemed to be amended to the extent, but only to the
extent, necessary to reflect the addition of the Assignee and the resulting
adjustment of the Commitments arising therefrom. The Commitment allocated to
each Assignee shall reduce such Commitments of the assigning Bank pro tanto.

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(d) Any Bank may at any time sell to one or more commercial banks
or other Persons not Affiliates of the Company (a "Participant") participating
interests in any Loans, the Commitment of that Bank and the other interests of
that Bank (the "originating Bank") hereunder and under the other Loan Documents;
provided, however, that (i) the originating Bank's obligations under this
Agreement shall remain unchanged, (ii) the originating Bank shall remain solely
responsible for the performance of such obligations, (iii) the Company and the
Administrative Agent shall continue to deal solely and directly with the
originating Bank in connection with the originating Bank's rights and
obligations under this Agreement and the other Loan Documents, and (iv) no Bank
shall transfer or grant any participating interest under which the Participant
shall have rights to approve any amendment to, or any consent or waiver with
respect to, this Agreement or any other Loan Document, except to the extent such
amendment, consent or waiver would require unanimous consent of the Banks as
described in the first proviso to Section 10.1. In the case of any such
participation, the Participant shall be entitled to the benefit of Sections 3.1,
3.3 and 10.5 as though it were also a Bank hereunder, and if amounts outstanding
under this Agreement are due and unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant shall be deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Bank under this Agreement.

(e) Notwithstanding any other provision contained in this
Agreement or any other Loan Document to the contrary, any Bank may assign all or
any portion of the Loans or Notes held by it to any Federal Reserve Bank or the
United States Treasury as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular
issued by such Federal Reserve Bank, provided that any payment in respect of
such assigned Loans or Notes made by the Company to or for the account of the
assigning or pledging Bank in accordance with the terms of this Agreement shall
satisfy the Company's obligations hereunder in respect to such assigned Loans or
Notes to the extent of such payment. No such assignment shall release the
assigning Bank from its obligations hereunder.

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10.9 Set-off. In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists, each Bank is authorized at any
time and from time to time, without prior notice to the Company, any such notice
being waived by the Company to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held by, and other indebtedness at any time owing to, such
Bank to or for the credit or the account of the Company against any and all
Obligations owing to such Bank, now or hereafter existing, irrespective of
whether or not the Administrative Agent or such Bank shall have made demand
under this Agreement or any Loan Document and although such Obligations may be
contingent or unmatured. Each Bank agrees promptly to notify the Company and the
Administrative Agent after any such set-off and application made by such Bank;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Bank under this
Section 10.9 are in addition to the other rights and remedies (including other
rights of set-off) which the Bank may have.

10.10 Notification of Addresses, Lending Offices, Etc. Each Bank shall
notify the Administrative Agent in writing of any changes in the address to
which notices to the Bank should be directed, of addresses of its Lending
Offices, of payment instructions in respect of all payments to be made to it
hereunder and of such other administrative information as the Administrative
Agent shall reasonably request.

10.11 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement in any number of separate counterparts, each of
which, when so executed, shall be deemed an original, and all of said
counterparts taken together shall be deemed to constitute but one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Company and the Administrative Agent.

10.12 Severability. The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or any instrument or agreement required
hereunder.

115

10.13 No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of the Company, the Banks and the
Administrative Agent, and their permitted successors and assigns, and no other
Person shall be a direct or indirect legal beneficiary of, or have any direct or
indirect cause of action or claim in connection with, this Agreement or any of
the other Loan Documents. Neither the Administrative Agent nor any Bank shall
have any obligation to any Person not a party to this Agreement or other Loan
Documents.

10.14 Time. Time is of the essence as to each term or
provision of this Agreement and each of the other Loan Documents.

10.15 Governing Law and Jurisdiction.

(a) THIS AGREEMENT AND ANY NOTES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT
THE ADMINISTRATIVE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.

(B) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
AND ANY OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE
ADMINISTRATIVE AGENT AND THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE
COMPANY, THE ADMINISTRATIVE AGENT AND THE BANKS IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE COMPANY, THE ADMINISTRATIVE AGENT
AND THE BANKS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

10.16 WAIVER OF JURY TRIAL. THE COMPANY, THE BANKS AND THE
ADMINISTRATIVE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY

116

ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANY, THE BANKS AND THE
ADMINISTRATIVE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED
BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

10.17 NOTICE OF CLAIMS; CLAIMS BAR. THE COMPANY HEREBY AGREES THAT IT
SHALL GIVE PROMPT WRITTEN NOTICE OF ANY CLAIM OR CAUSE OF ACTION IT BELIEVES IT
HAS, OR MAY SEEK TO ASSERT OR ALLEGE AGAINST THE ADMINISTRATIVE AGENT OR ANY
BANK, WHETHER SUCH CLAIM IS BASED IN LAW OR EQUITY, ARISING UNDER OR RELATED TO
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OR TO THE LOANS (OR THE
COLLATERAL THEREFOR), OR ANY ACT OR OMISSION TO ACT BY THE ADMINISTRATIVE AGENT
OR ANY BANK WITH RESPECT HERETO OR THERETO, AND THAT IF IT SHALL FAIL TO GIVE
SUCH PROMPT NOTICE TO THE ADMINISTRATIVE AGENT WITH REGARD TO ANY SUCH CLAIM OR
CAUSE OF ACTION, IT SHALL BE DEEMED TO HAVE WAIVED, AND SHALL BE FOREVER BARRED
FROM BRINGING OR ASSERTING SUCH CLAIM OR CAUSE OF ACTION IN ANY SUIT, ACTION OR
PROCEEDING IN ANY COURT OR BEFORE ANY GOVERNMENTAL AGENCY.

10.18 Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Company,
the Banks and the Administrative Agent, and supersedes all prior or
contemporaneous Agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof and thereof, except for the fees
described in the term sheet referenced in Section 2.11.

10.19 Interpretation. This Agreement is the result of negotiations
between and has been reviewed by counsel to the Administrative Agent, the
Company and other parties, and is the product of all parties hereto.
Accordingly, this Agreement and the other Loan Documents shall not be construed
against the Banks or the Administrative Agent merely because of the
Administrative

117

Agent's or Banks' involvement in the preparation of such documents and
agreements.

10.20 Amendment and Restatement of Existing Credit Facility. This
Agreement amends and restates the Existing Credit Facility and the related
promissory notes as of the date hereof, and advances outstanding under the
Existing Credit Facility and such promissory notes shall be deemed Loans
continuing and outstanding hereunder. In order to permit all advances
outstanding under the Existing Credit Facility and the promissory notes (the
"Continuing Loans") to be continued ratably by all Banks in accordance with
their respective Pro Rata Share under this Agreement, the Company shall be
deemed to have requested, pursuant to Section 2.4, that all loans outstanding
under the Existing Credit Facility be converted into Base Rate Loans hereunder
made by all Banks in accordance with their respective Pro Rata Share on the
Closing Date. The Company shall pay accrued interest on the portion of each
Continuing Loan so converted, together with amounts required to be paid under
Section 3.4.

118

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

CINEMARK USA, INC.

By:
Title:

▇▇▇

▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent

By:
▇▇▇▇▇ ▇▇▇▇▇
Vice President

▇▇▇

▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Bank

By:
▇▇▇▇▇▇▇▇ ▇▇▇
Vice President

▇▇▇

▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, N.A.,
as Documentation Agent and a Bank

By:
Name:
Title:

122

CIBC INC.

By:
Name:
Title:

▇▇▇

▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇

By:
Name:
Title:

124

THE FIRST NATIONAL BANK OF BOSTON

By:
Name:
Title:

▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇

By:
Name:
Title:

126

FLEET BANK, N.A.

By:
Name:
Title:

127

THE FUJI BANK, LIMITED

By:
Name:
Title:

▇▇▇

▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇

By:
Name:
Title:

129

FIRST AMENDED AND RESTATED
REDUCING REVOLVING CREDIT AGREEMENT

Dated as of December 12, 1996

among

CINEMARK USA, INC.

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
as Administrative Agent

NATIONSBANK OF TEXAS, N.A.
as Documentation Agent

and

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

130

TABLE OF CONTENTS

Section Page

SECTION 1
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms. . . . . . . . . . . . . . . . . . . 1
1.2 Other Interpretive Provisions. . . . . . . . . . . 28

SECTION 2
THE CREDITS. . . . . . . . . . . . . . . . . . . . . . . . . 29
2.1 Amounts and Terms of Commitments . . . . . . . . . 29
2.2 Loan Accounts and Notes. . . . . . . . . . . . . . 30
2.3 Procedure for Borrowing. . . . . . . . . . . . . . 30
2.4 Conversion and Continuation Elections. . . . . . . 31
2.5 Limitation on Interest Periods . . . . . . . . . . 32
2.6 Voluntary Termination or Reduction of
Commitments. . . . . . . . . . . . . . . . . . . . 33
2.7 Optional Prepayments . . . . . . . . . . . . . . . 33
2.8 Mandatory Prepayments of Loans; Mandatory
Commitment Reductions. . . . . . . . . . . . . . . 34
(a) Asset Dispositions. . . . . . . . . . . . . 34
(b) Automatic Reduction of Commitment . . . . . 34
(c) Mandatory Prepayments . . . . . . . . . . . 34
(d) General . . . . . . . . . . . . . . . . . . 34
(e) Reduction of Commitments. . . . . . . . . . 34
2.9 Maturity Date. . . . . . . . . . . . . . . . . . . 35
2.10 Interest. . . . . . . . . . . . . . . . . . . . . 35
2.11 Fees. . . . . . . . . . . . . . . . . . . . . . . 37
2.12 Computation of Fees and Interest. . . . . . . . . 38
2.13 Payments by the Company . . . . . . . . . . . . . 38
2.14 Payments by the Banks to the Administrative
Agent . . . . . . . . . . . . . . . . . . . . . . 39
2.15 Sharing of Payments, Etc. . . . . . . . . . . . . 40
2.16 Security. . . . . . . . . . . . . . . . . . . . . 41

SECTION 3
TAXES, YIELD PROTECTION AND ILLEGALITY . . . . . . . . . . . 41
3.1 Taxes. . . . . . . . . . . . . . . . . . . . . . . 41
3.2 Illegality . . . . . . . . . . . . . . . . . . . . 44
3.3 Increased Costs and Reduction of Return. . . . . . 45

131

3.4 Funding Losses . . . . . . . . . . . . . . . . . . 45
3.5 Inability to Determine Rates . . . . . . . . . . . 46
3.6 Survival . . . . . . . . . . . . . . . . . . . . . 46

SECTION 4
CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . 47
4.1 Conditions of Initial Loans. . . . . . . . . . . . 47
4.2 Conditions to All Borrowings. . . . . . . . . . . 49
4.3 Conditions Precedent to Becoming a Guarantor . . . 49

SECTION 5
REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . 49
5.1 Corporate Existence and Power. . . . . . . . . . . 49
5.2 Corporate Authorization; No Contravention. . . . . 50
5.3 Governmental Authorization . . . . . . . . . . . . 50
5.4 Binding Effect . . . . . . . . . . . . . . . . . . 50
5.5 Litigation . . . . . . . . . . . . . . . . . . . . 50
5.6 No Default . . . . . . . . . . . . . . . . . . . . 51
5.7 ERISA Compliance . . . . . . . . . . . . . . . . . 51
5.8 Use of Proceeds. . . . . . . . . . . . . . . . . . 52
5.9 Title to Properties. . . . . . . . . . . . . . . . 53
5.10 Taxes . . . . . . . . . . . . . . . . . . . . . . 53
5.11 Financial Condition . . . . . . . . . . . . . . . 53
5.12 Environmental Matters . . . . . . . . . . . . . . 54
5.13 Capital Stock; Pledge Agreements. . . . . . . . . 54
5.14 Regulated Entities. . . . . . . . . . . . . . . . 55
5.15 No Burdensome Restrictions. . . . . . . . . . . . 56
5.16 Solvency. . . . . . . . . . . . . . . . . . . . . 56
5.17 Labor Relations . . . . . . . . . . . . . . . . . 56
5.18 Copyrights, Patents, Trademarks and Licenses,
etc.. . . . . . . . . . . . . . . . . . . . . . . 56
5.19 Insurance . . . . . . . . . . . . . . . . . . . . 56
5.20 Senior Notes. . . . . . . . . . . . . . . . . . . 56
5.22 Swap Obligations. . . . . . . . . . . . . . . . . 57
5.23 Full Disclosure . . . . . . . . . . . . . . . . . 57

SECTION 6
AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . 57
6.1 Financial Statements . . . . . . . . . . . . . . . 57
6.2 Certificates; Other Information. . . . . . . . . . 58
6.3 Notices. . . . . . . . . . . . . . . . . . . . . . 59
6.4 Preservation of Corporate Existence, Etc . . . . . 61
6.5 Maintenance of Property. . . . . . . . . . . . . . 61

132

6.6 Insurance. . . . . . . . . . . . . . . . . . . . . 61
6.7 Payment of Obligations . . . . . . . . . . . . . . 61
6.8 Compliance with Laws . . . . . . . . . . . . . . . 62
6.9 Inspection of Property and Books and Records . . . 62
6.10 Environmental Laws. . . . . . . . . . . . . . . . 62
6.11 Use of Proceeds . . . . . . . . . . . . . . . . . 63
(i) Holdings Pledge Agreement . . . . . . . . . 63
(ii) Resolutions; Incumbency . . . . . . . . . . 63
(iii) Articles of Incorporation; By-laws and
Good Standing . . . . . . . . . . . . . . . 64
(iv) Legal Opinions. . . . . . . . . . . . . . . 65
(v) Approvals . . . . . . . . . . . . . . . . . 65
(vi) No Litigation Challenging . . . . . . . . . 65
6.13 Further Assurances. . . . . . . . . . . . . . . . 65

SECTION 7
NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . 66
7.1 Limitation on Liens. . . . . . . . . . . . . . . . 66
7.2 Disposition of Assets. . . . . . . . . . . . . . . 68
7.3 Consolidations and Mergers . . . . . . . . . . . . 68
7.4 Investments. . . . . . . . . . . . . . . . . . . . 69
7.5 Limitation on Indebtedness . . . . . . . . . . . . 71
7.6 Transactions with Affiliates . . . . . . . . . . . 73
7.7 Use of Proceeds. . . . . . . . . . . . . . . . . . 73
7.8 Compliance with ERISA. . . . . . . . . . . . . . . 73
7.9 Lease Obligations. . . . . . . . . . . . . . . . . 73
7.10 Restricted Payments . . . . . . . . . . . . . . . 74
7.11 Prepayments of Senior Notes and Senior
Subordinated Notes. . . . . . . . . . . . . . . . 75
7.12 Total Indebtedness to Annualized Cash Flow
Ratio . . . . . . . . . . . . . . . . . . . . . . 76
7.13 Debt Service Coverage Ratio . . . . . . . . . . . 76
7.14 Change in Business. . . . . . . . . . . . . . . . 76
7.15 Accounting Changes. . . . . . . . . . . . . . . . 76
7.16 Limitations on Payments . . . . . . . . . . . . . 76
7.17 Limitation on Negative Pledges. . . . . . . . . . 76

SECTION 8
EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . 77
8.1 Event of Default . . . . . . . . . . . . . . . . . 77
8.2 Remedies . . . . . . . . . . . . . . . . . . . . . 81
8.3 Rights Not Exclusive . . . . . . . . . . . . . . . 82

133

SECTION 9
THE AGENTS . . . . . . . . . . . . . . . . . . . . . . . . . 82
9.1 Appointment and Authorization. . . . . . . . . . . 82
9.2 Delegation of Duties . . . . . . . . . . . . . . . 82
9.3 Liability of Agents. . . . . . . . . . . . . . . . 83
9.4 Reliance by Administrative Agent . . . . . . . . . 83
9.5 Notice of Default. . . . . . . . . . . . . . . . . 84
9.6 Credit Decision. . . . . . . . . . . . . . . . . . 84
9.7 Indemnification. . . . . . . . . . . . . . . . . . 85
9.8 Administrative Agent in Individual Capacity. . . . 86
9.9 Successor Administrative Agent . . . . . . . . . . 86
9.10 Collateral Matters. . . . . . . . . . . . . . . . 87
9.11 Documentation Agent . . . . . . . . . . . . . . . 88

SECTION 10
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . 88
10.1 Amendments and Waivers. . . . . . . . . . . . . . 88
10.2 Notices . . . . . . . . . . . . . . . . . . . . . 89
10.3 No Waiver; Cumulative Remedies. . . . . . . . . . 89
10.4 Costs and Expenses. . . . . . . . . . . . . . . . 89
10.5 General Indemnity . . . . . . . . . . . . . . . . 90
10.6 Marshalling; Payments Set Aside . . . . . . . . . 91
10.7 Successors and Assigns. . . . . . . . . . . . . . 91
10.8 Assignments, Participations, etc. . . . . . . . . 91
10.9 Set-off . . . . . . . . . . . . . . . . . . . . . 94
10.10 Notification of Addresses, Lending Offices,
Etc. . . . . . . . . . . . . . . . . . . . . . . 94
10.11 Counterparts . . . . . . . . . . . . . . . . . . 94
10.12 Severability . . . . . . . . . . . . . . . . . . 94
10.13 No Third Parties Benefited . . . . . . . . . . . 94
10.14 Time . . . . . . . . . . . . . . . . . . . . . . 95
10.15 Governing Law and Jurisdiction . . . . . . . . . 95
10.16 WAIVER OF JURY TRIAL . . . . . . . . . . . . . . 95
10.17 NOTICE OF CLAIMS; CLAIMS BAR . . . . . . . . . . 96
10.18 Entire Agreement . . . . . . . . . . . . . . . . 96
10.19 Interpretation . . . . . . . . . . . . . . . . . 96
10.20 Amendment and Restatement of Existing Credit
Facility . . . . . . . . . . . . . . . . . . . . 96

134

EXHIBITS

A Form of Notice of Borrowing B Form of Notice of Conversion/Continuation
C-1 ▇▇▇▇▇▇▇▇ Family Pledge Agreement C-2 Form of Holdings Pledge Agreement
D Form of Notice of Assignment and Acceptance E Form of Note F Form of
Subsidiary Guaranty

SCHEDULES

1.1 Proforma Cash Flow for Annualized Theatres
2.1 Commitments
5.7 ERISA Plans
7.5 Existing Liens and Indebtedness
10.2 Addresses for Domestic and Offshore Lending Offices
and Notices

135

FIRST AMENDED AND RESTATED REDUCING REVOLVING CREDIT AGREEMENT This FIRST AMENDED AND RESTATED REDUCING REVOLVING CREDIT AGREEMENT is entered into as of December 12, 1996 among CINEMARK USA, Inc., a Texas corporation (the "Company"), the several...

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