CINEMARK HOLDINGS, INC. as Issuer and WELLS FARGO BANK, N.A. as Trustee INDENTURE Dated as of August 21, 2020Indenture • August 24th, 2020 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
INDENTURE, dated as of August 21, 2020, between Cinemark Holdings, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and Wells Fargo Bank, N.A., as trustee (the “Trustee,” as more fully set forth in Section 1.01).
and WELLS FARGO BANK, N.A. as Trustee INDENTURE Dated as of June 15, 2021 5.25% SENIOR NOTES DUE 2028Indenture • June 15th, 2021 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
INDENTURE dated as of June 15, 2021 among CINEMARK USA, INC., a Texas corporation, the subsidiary guarantors from time to time parties hereto and WELLS FARGO BANK, N.A., a national banking corporation, as trustee (the “Trustee”).
and WELLS FARGO BANK, N.A. as Trustee and Collateral Agent INDENTURE Dated as of April 20, 2020 8.750% SENIOR SECURED NOTES DUE 2025Indenture • April 20th, 2020 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
INDENTURE dated as of April 20, 2020 among CINEMARK USA, INC., a Texas corporation, the subsidiary guarantors from time to time parties hereto and WELLS FARGO BANK, N.A., a national banking corporation, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
FOURTH AMENDMENT TO LEASE (Laguna)Lease Agreement • April 20th, 2007 • Cinemark Holdings, Inc. • Services-motion picture theaters
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of August 7, 2006 to be effective as of the Effective Date (as defined hereinbelow) by and between SYUFY ENTERPRISES, L.P., a California limited partnership (“Landlord”), and CENTURY THEATRES, INC., a California corporation (“Tenant”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2022 • Cinemark Holdings, Inc. • Services-motion picture theaters • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 1st day of January, 2022 (the “Execution Date”) by and between Cinemark Holdings, Inc., a Delaware corporation (the “Company”), and Sean Gamble (“Executive”).
FIFTH AMENDMENT TO LEASE (Greenback, Sacramento)Lease Agreement • November 7th, 2013 • Cinemark Holdings, Inc. • Services-motion picture theaters
THIS FIFTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of August 7, 2006 to be effective as of the Effective Date (as defined hereinbelow) by and between SYUFY ENTERPRISES, L.P., a California limited partnership (“Landlord”), and CENTURY THEATRES, INC., a California corporation (“Tenant”).
FIFTH AMENDMENTCredit Agreement • June 20th, 2017 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 18, 2012, among CINEMARK HOLDINGS, INC., a Delaware corporation (together with any of its permitted successors and assigns, the “Parent”), CINEMARK USA, INC., a Texas corporation (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 to this Agreement (the “Lenders”) and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”).
THIRD AMENDMENT TO LEASE (Rio 24)Lease Agreement • April 20th, 2007 • Cinemark Holdings, Inc. • Services-motion picture theaters
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of August 7, 2006 to be effective as of the Effective Date (as defined hereinbelow) by and between SYUFY PROPERTIES, INC., a California corporation (“Landlord”), and CENTURY THEATRES, INC., a California corporation (“Tenant”).
FOURTH AMENDMENT TO LEASE (Roseville)Lease • February 1st, 2018 • Cinemark Holdings, Inc. • Services-motion picture theaters
THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of the 29th day of January, 2018, by and between Syufy Enterprises, L.P., a California limited partnership (“Landlord”) and Century Theatres, Inc., a California corporation (“Tenant”). Capitalized terms used in this Amendment without definition shall have the meanings ascribed to such terms in the Lease (as hereinafter defined).
10,000,000 Shares CINEMARK HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2010 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
THIRD AMENDMENT TO LEASE (North Hollywood)Lease Agreement • April 20th, 2007 • Cinemark Holdings, Inc. • Services-motion picture theaters
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of August 7, 2006 to be effective as of the Effective Date (as defined hereinbelow) by and between SYUFY ENTERPRISES, L.P., a California limited partnership (“Landlord”), and CENTURY THEATRES, INC., a California corporation (“Tenant”).
SECOND AMENDMENT to the AMENDED AND RESTATED CREDIT AGREEMENT among CINEMARK HOLDINGS, INC., as the Parent CINEMARK USA, INC., as the Borrower, The Several Lenders Parties Hereto, and BARCLAYS BANK PLC, as Administrative Agent Dated as of May 8, 2015...Credit Agreement • May 14th, 2015 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 18, 2012, among CINEMARK HOLDINGS, INC., a Delaware corporation (together with any of its permitted successors and assigns, the “Parent”), CINEMARK USA, INC., a Texas corporation (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 to this Agreement (the “Lenders”) and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”).
10,000,000 Shares CINEMARK HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2011 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
case on the Company’s share registry in accordance with its certificate of incorporation, by-laws and applicable law, (y) DTC will be a “securities intermediary” within the meaning of Section 8-102(a)(14) of the UCC and (z) appropriate entries to the securities account or accounts in the names of the Underwriters on the records of DTC will have been made pursuant to the UCC.
NATIONAL CINEMEDIA, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT DATED AS OF FEBRUARY 13, 2007Limited Liability Company Operating Agreement • March 16th, 2007 • Cinemark Holdings, Inc. • Services-motion picture theaters • Delaware
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of March 21, 2016 by and among CINEMARK USA, INC. EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREIN and BARCLAYS CAPITAL INC. MORGAN STANLEY & CO. LLC DEUTSCHE BANK SECURITIES INC. WELLS...Exchange and Registration Rights Agreement • March 21st, 2016 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of March 21, 2016 by and among Cinemark USA, Inc., a Texas corporation (“Cinemark”), certain of Cinemark’s subsidiaries signatory hereto as guarantors (the “Guarantors”), and Barclays Capital Inc., Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC (each, a “Purchaser” and collectively, the “Purchasers”).
AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT BETWEEN NATIONAL CINEMEDIA, LLC AND CINEMARK USA, INC. DATED AS OF FEBRUARY 13, 2007 AND AMENDED AND RESTATED AS OF DECEMBER 26, 2013Exhibitor Services Agreement • February 28th, 2014 • Cinemark Holdings, Inc. • Services-motion picture theaters • Delaware
THIS AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT (this “Agreement”) is entered into as of December 26, 2013 (the “Restated Effective Date”) by and between National CineMedia, LLC, a Delaware limited liability company (“LLC”), and Cinemark USA, Inc., a Texas corporation (“Cinemark,” and with LLC, each a “Party” and collectively, the “Parties”).
CENTURY STADIUM PROMENADE LEASE BY AND BETWEEN SYUFY ENTERPRISES CALIFORNIA LIMITED PARTNERSHIP LANDLORD AND CENTURY THEATRES, INC. DELAWARE CORPORATION TENANTLease Agreement • April 20th, 2007 • Cinemark Holdings, Inc. • Services-motion picture theaters
Within sixty (60) days following the end of each calendar year, Tenant shall deliver to Landlord the written statement required by Section 6.02 of this Lease showing Tenant’s Gross Receipts for the preceding calendar year. Tenant shall pay to Landlord at the time of delivery of the written statement the percentage specified in Section 1.02.7 of the amount by which such Gross Receipts exceeded the Percentage Rent Break Point, less any Minimum Rent previously paid with respect to that calendar year
THIRD AMENDMENT TO LEASE (Union City, California)Lease Agreement • April 20th, 2007 • Cinemark Holdings, Inc. • Services-motion picture theaters
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of August 5, 2006 to be effective as of the Effective Date (as defined hereinbelow) by and between DYER TRIANGLE, LLC, a California limited liability company (“Landlord”), and CENTURY THEATRES, INC., a California corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • April 18th, 2007 • Cinemark Holdings, Inc. • Services-motion picture theaters
This First Amendment to Lease dated September 1, 2000 is executed by and between Syufy Enterprises, L.P. (“Landlord”) and Century Theatres, Inc. (“Tenant”).
Dealer Name] [Dealer Address]Warrant Agreement • August 24th, 2020 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Cinemark Holdings, Inc. (“Company”) to [Dealer Name] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
THIRD AMENDMENT TO LEASE (Sparks, Nevada)Lease Agreement • November 7th, 2013 • Cinemark Holdings, Inc. • Services-motion picture theaters
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of August 7, 2006 to be effective as of the Effective Date (as defined hereinbelow) by and between SYUFY ENTERPRISES, L.P., a California limited partnership (“Landlord”), and CENTURY THEATRES, INC., a California corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • April 20th, 2007 • Cinemark Holdings, Inc. • Services-motion picture theaters
This First Amendment to Lease dated September 1, 2000 is executed by and between Syufy Enterprises, L.P. (“Landlord”) and Century Theatres, Inc. (“Tenant”).
CINEMARK USA, INC.Purchase Agreement • March 21st, 2016 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
The Securities will be issued pursuant to the indenture, dated as of May 24, 2013 (as amended or supplemented to the date hereof, the “Base Indenture”), among the Company, the subsidiaries of the Company listed on Schedule II hereto (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”), and the Supplemental Indenture, to be dated as of the Closing Date (as defined below) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantors and the Trustee. The Securities will be guaranteed on an unsecured senior basis by the Guarantors (the “Guarantees”).
28,000,000 Shares CINEMARK HOLDINGS, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2007 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
Lehman Brothers Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated, As Representatives of the several Underwriters named in Schedule 1 attached hereto,
NINTH AMENDMENTCredit Agreement • June 15th, 2021 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 18, 2012, among CINEMARK HOLDINGS, INC., a Delaware corporation (together with any of its permitted successors and assigns, the “Parent”), CINEMARK USA, INC., a Texas corporation (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 to this Agreement (the “Lenders”) and BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”).
SIXTH AMENDMENT TO LEASE (Henderson, NV)Lease • February 1st, 2018 • Cinemark Holdings, Inc. • Services-motion picture theaters
THIS SIXTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of the 29th day of January, 2018, by and between Syufy Enterprises, L.P., a California limited partnership (“Landlord”) and Century Theatres, Inc., a California corporation (“Tenant”). Capitalized terms used in this Amendment without definition shall have the meanings ascribed to such terms in the Lease (as hereinafter defined).
EXHIBITOR SERVICES AGREEMENT BETWEEN NATIONAL CINEMEDIA, LLC AND CINEMARK USA, INC. DATED AS OF FEBRUARY 13, 2007Exhibitor Services Agreement • March 16th, 2007 • Cinemark Holdings, Inc. • Services-motion picture theaters • Delaware
THIS EXHIBITOR SERVICES AGREEMENT (this “Agreement”) is entered into and effective as of February 13, 2007 (the “Effective Date”) by and between National CineMedia, LLC, a Delaware limited liability company (“LLC”), and Cinemark USA, Inc., a Texas corporation (“Cinemark,” and with LLC, each a “Party” and collectively, the “Parties”).
SIXTH AMENDMENTCredit Agreement • December 4th, 2017 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
SIXTH AMENDMENT, dated as of November 28, 2017 (this “Amendment”), to that certain Amended and Restated Credit Agreement, dated as of December 18, 2012 (as amended by the First Amendment thereto dated as of December 18, 2012, the Second Amendment thereto dated as of May 8, 2015, the Third Amendment thereto dated as of June 13, 2016, the Fourth Amendment thereto dated as of December 15, 2016 and the Fifth Amendment thereto dated as of June 16, 2017 (the “Fifth Amendment”), the “Credit Agreement”) among CINEMARK HOLDINGS, INC. (the “Parent”), CINEMARK USA, INC. (the “Borrower”), the several banks and other financial institutions party thereto (the “Lenders”), BARCLAYS BANK PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other agents party thereto. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.
EIGHTH AMENDMENT AND WAIVERCredit Agreement • April 20th, 2020 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
EIGHTH AMENDMENT AND WAIVER, dated as of April 17, 2020 (this “Amendment and Waiver”), to that certain Amended and Restated Credit Agreement, dated as of December 18, 2012 (as amended by the First Amendment thereto dated as of December 18, 2012, the Second Amendment thereto dated as of May 8, 2015, the Third Amendment thereto dated as of June 13, 2016, the Fourth Amendment thereto dated as of December 15, 2016, the Fifth Amendment thereto dated as of June 16, 2017, the Sixth Amendment thereto dated as of November 28, 2017 and the Seventh Amendment thereto dated as of March 29, 2018, the “Credit Agreement”, and as amended by this Amendment and Waiver, the “Amended Credit Agreement”) among CINEMARK HOLDINGS, INC. (the “Parent”), CINEMARK USA, INC. (the “Borrower”), the several banks and other financial institutions party thereto (the “Lenders”), BARCLAYS BANK PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other agents party thereto. U
SEVENTH AMENDMENT TO LEASELease • June 3rd, 2020 • Cinemark Holdings, Inc. • Services-motion picture theaters
THIS SEVENTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of the 31st day of March, 2020, by and between Syufy Enterprises, L.P., a California limited partnership (“Landlord”) and Century Theatres, Inc., a California corporation (“Tenant”). Capitalized terms used in this Amendment without definition shall have the meanings ascribed to such terms in the Lease (as hereinafter defined).
FOURTH AMENDMENT TO LEASE (Capitol City, SJ)Lease Agreement • April 20th, 2007 • Cinemark Holdings, Inc. • Services-motion picture theaters
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of August 7, 2006 to be effective as of the Effective Date (as defined hereinbelow) by and between SYUFY ENTERPRISES, L.P., a California limited partnership (“Landlord”), and CENTURY THEATRES, INC., a California corporation (“Tenant”).
FOURTH AMENDMENT TO LEASE (Folsom)Lease Agreement • November 7th, 2013 • Cinemark Holdings, Inc. • Services-motion picture theaters
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of August 7, 2006 to be effective as of the Effective Date (as defined hereinbelow) by and between SYUFY ENTERPRISES, L.P., a California limited partnership (“Landlord”), and CENTURY THEATRES, INC., a California corporation (“Tenant”).
THIRD AMENDMENT TO LEASE (Northridge)Lease Agreement • April 20th, 2007 • Cinemark Holdings, Inc. • Services-motion picture theaters
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of August 7, 2006 to be effective as of the Effective Date (as defined hereinbelow) by and between SYUFY ENTERPRISES, L.P., a California limited partnership (“Landlord”), and CENTURY THEATRES, INC., a California corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • April 20th, 2007 • Cinemark Holdings, Inc. • Services-motion picture theaters
This First Amendment to Lease dated September 1, 2000 is executed by and between Syufy Enterprises, L.P. (“Landlord”) and Century Theatres, Inc. (“Tenant”).
AMENDMENT TO THE EIGHTH AMENDMENT AND WAIVERCredit Agreement • August 24th, 2020 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
AMENDMENT TO THE EIGHTH AMENDMENT AND WAIVER, dated as of August 21, 2020 (this “Waiver Amendment”), to that certain Amended and Restated Credit Agreement, dated as of December 18, 2012 (as amended by the First Amendment thereto dated as of December 18, 2012, the Second Amendment thereto dated as of May 8, 2015, the Third Amendment thereto dated as of June 13, 2016, the Fourth Amendment thereto dated as of December 15, 2016, the Fifth Amendment thereto dated as of June 16, 2017, the Sixth Amendment thereto dated as of November 28, 2017, the Seventh Amendment thereto dated as of March 29, 2018, and the Eighth Amendment and Waiver thereto dated as of April 17, 2020, the “Credit Agreement”, and as amended by this Waiver Amendment, the “Amended Credit Agreement”) among CINEMARK HOLDINGS, INC. (the “Parent”), CINEMARK USA, INC. (the “Borrower”), the several banks and other financial institutions party thereto (the “Lenders”), BARCLAYS BANK PLC, as administrative agent for the Lenders (in su
