EXHIBIT 4.2 CINEMARK USA, INC. 9-5/8% SENIOR SUBORDINATED NOTES DUE 2008 INDENTURE Dated as of August 15, 1996 U.S. TRUST COMPANY OF TEXAS, N.A. as Trustee CROSS-REFERENCE TABLE*Indenture • May 17th, 2002 • Cinemark Inc • New York
AND U.S. TRUST COMPANY OF TEXAS, N.A. AS TRUSTEEFirst Supplemental Indenture • May 17th, 2002 • Cinemark Inc • New York
EXHIBIT 1 11,100,000 SHARES CINEMARK, INC. CLASS A COMMON STOCK FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 28th, 2002 • Cinemark Inc • Services-motion picture theaters • New York
EXHIBIT 3.1 CINEMARK, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "AGREEMENT") is made as of December 30, 2004, among Cinemark, Inc., a Delaware corporation (the "COMPANY"), Madison Dearborn...Stockholders Agreement • January 4th, 2005 • Cinemark Inc • Services-motion picture theaters • Delaware
LICENSE AGREEMENTLicense Agreement • May 17th, 2002 • Cinemark Inc • Texas
WITNESSETH:Employment Agreement • June 28th, 2002 • Cinemark Inc • Services-motion picture theaters • Texas
GUARANTYGuaranty • May 17th, 2002 • Cinemark Inc
EXHIBIT 10.1(f) FIRST AMENDMENT TO MANAGEMENT AGREEMENT OF CINEMARK PARTNERS II, LTD. This Amendment to Management Agreement (the "Amendment") is entered into as of January 5, 1998 by and between Cinemark USA, Inc., a Texas corporation ("Manager") and...Management Agreement • June 8th, 2004 • Cinemark Inc • Services-motion picture theaters
March 29, 2004 LEHMAN BROTHERS INC. GOLDMAN, SACHS & CO. DEUTSCHE BANK SECURITIES INC. CIBC WORLD MARKETS CORP. BNY CAPITAL MARKETS, INC. c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 -and- c/o Goldman, Sachs & Co. 85 Broad...Purchase Agreement • June 8th, 2004 • Cinemark Inc • Services-motion picture theaters
WITNESSETH:Employment Agreement • June 28th, 2002 • Cinemark Inc • Services-motion picture theaters • Texas
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF CINEMARKShare Exchange Agreement • June 28th, 2002 • Cinemark Inc • Services-motion picture theaters • Texas
WITNESSETH:Employment Agreement • June 28th, 2002 • Cinemark Inc • Services-motion picture theaters • Texas
ARTICLE I TERM OF AGREEMENTManagement Services Agreement • June 8th, 2004 • Cinemark Inc • Services-motion picture theaters • Texas
EXECUTION VERSION EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of March 31, 2004Exchange and Registration Rights Agreement • June 8th, 2004 • Cinemark Inc • Services-motion picture theaters • New York
BETWEENMerger Agreement • June 8th, 2004 • Cinemark Inc • Services-motion picture theaters • Delaware
WITNESSETH:Tax Sharing Agreement • May 17th, 2002 • Cinemark Inc • Texas
CINEMARK, INC.Registration Agreement • January 4th, 2005 • Cinemark Inc • Services-motion picture theaters • Delaware
RECITALSIndemnification Agreement • May 17th, 2002 • Cinemark Inc • Delaware
andIndenture • June 8th, 2004 • Cinemark Inc • Services-motion picture theaters • New York
WITNESSETH:Employment Agreement • June 28th, 2002 • Cinemark Inc • Services-motion picture theaters • Texas
EXHIBIT 2.2Stock Purchase Agreement • June 8th, 2004 • Cinemark Inc • Services-motion picture theaters • Delaware
RECITALSManagement Agreement • May 17th, 2002 • Cinemark Inc • Texas
RECITALSSenior Secured Credit Agreement • May 17th, 2002 • Cinemark Inc • Texas
d) Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities included in...Registration Agreement • June 8th, 2004 • Cinemark Inc • Services-motion picture theaters • Delaware
Dated: November 16, 1998 Reference is made to that certain Guaranty dated as of February 12, 1998 as amended or supplemented from time to time (the "Guaranty"), by and among the Guarantors from time to time party thereto in favor of Bank of America...Guaranty • May 17th, 2002 • Cinemark Inc
Reference is made to that certain Guaranty dated as of February 12, 1998 as amended or supplemented from time to time (the "Guaranty"), by and among the Guarantors from time to time party thereto in favor of Bank of America National Trust and Savings Association, as Administrative Agent for the Guarantied Parties. Unless otherwise defined herein, capitalized terms used herein have the respective meanings assigned to them in the Guaranty and the Credit Agreement referred to therein.
SENIOR SECURED CREDIT AGREEMENTSenior Secured Credit Agreement • May 17th, 2002 • Cinemark Inc • Texas
RECITALSManagement Agreement • May 17th, 2002 • Cinemark Inc • Texas
CINEMARK, INC. STOCK OPTION AGREEMENTStock Option Agreement • November 10th, 2004 • Cinemark Inc • Services-motion picture theaters • Delaware
Cinemark, Inc. (the “Company”), desiring to afford an opportunity to the undersigned optionee (the “Optionee”) to purchase certain shares of the Company’s Class A Common Stock, par value $.001 per share (the “Common Stock”), to provide the Optionee with an added incentive as an employee of the Company or one or more of its Subsidiaries, hereby grants to the Optionee, and the Optionee hereby accepts, an option to purchase the number of such shares specified below, during a term ending at the close of business (prevailing local time at the Company’s principal offices) on the expiration date of this Option specified below, at the Option exercise price specified below, subject to and upon the following terms and conditions:
RECITALSManagement Agreement • May 17th, 2002 • Cinemark Inc • Texas
FIRST AMENDMENTCredit Agreement • March 20th, 2007 • Cinemark Inc • Services-motion picture theaters • New York
FIRST AMENDMENT, dated as of March 14, 2007 (this “Amendment”) to the CREDIT AGREEMENT, dated as of October 5, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Cinemark Holdings, Inc., Cinemark, Inc., CNMK Holding, Inc., Cinemark USA, Inc. (together with any of its permitted successors and assigns, the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), Lehman Brothers Inc. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners (in such capacities, the “Arrangers”), Morgan Stanley Senior Funding, Inc., as syndication agent (in such capacity, the “Syndication Agent”), BNP Paribas and General Electric Capital Corporation, as co-documentation agents (in such capacities, the “Co-Documentation Agents”), and Lehman Commercial Paper Inc., as administrative agent (in such capacity, the “Administrative Agent”).
RECITALSAgreement to Participate in Profits and Losses • June 28th, 2002 • Cinemark Inc • Services-motion picture theaters • Texas
RECITALSExchange Option Agreement • June 28th, 2002 • Cinemark Inc • Services-motion picture theaters • Texas
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2006 • Cinemark Inc • Services-motion picture theaters • Texas
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, (this “Amendment”) is effective as of the 12th day of December, 2006 between Cinemark, Inc., a Delaware corporation (the “Company”), and Timothy Warner (“Executive”).
WITNESSETH:Tax Sharing Agreement • May 17th, 2002 • Cinemark Inc • Texas
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 10th, 2004 • Cinemark Inc • Services-motion picture theaters
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 18, 2004 is among (i) Cinemark Empreendimentos e Participacoes, Ltda (the “Purchaser”), (ii) Venture II Equity Holdings Corporation, Inc. (“Venture II”), and (iii) Kristal Holdings Limited (“Kristal”); Venture II and Kristal are sometimes referred to individually as a “Seller” and collectively as the “Sellers”.
