EXHIBIT 10.14(d)
000
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXXXXXXX XXXXXX (XXX), INC.
Issuer,
CINEMARK DE MEXICO, S.A. de C.V.
Guarantor
AND
UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee
--------------------------------
THIRD SUPPLEMENTAL INDENTURE
Dated as of September 30, 1996
--------------------------------
12% Senior Subordinated PIK Notes
due 2003
==============================================================================
THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE (the "Third Supplemental
Indenture"), dated as of September 30, 1996, among Cinemark Mexico (USA), Inc.,
a Texas corporation (the "Issuer"), Cinemark de Mexico, S.A. de C.V., a Mexican
corporation (the "Guarantor"), and United States Trust Company of New York, as
Trustee (the "Trustee").
RECITALS
A. Issuer, Guarantor and the Trustee executed an indenture, dated
as of July 30, 1993 (the "Original Indenture"), relating to the Issuer's 12%
Senior Subordinated Notes due 2003 (the "Securities"), which was amended by (i)
the First Supplemental Indenture dated as of May 2, 1994 (the "First
Supplemental Indenture") and (ii) the Second Supplemental Indenture dated as of
August 30, 1995 (the "Second Supplemental Indenture") (the original Indenture as
amended by the First Supplemental Indenture and the Second Supplemental
Indenture is hereinafter referred to as the "Indenture").
B. Issuer and Guarantor, with the consent of holders of more than
50% of the aggregate principal amount of the Securities outstanding, exclusive
of any Securities owned by Issuer, Guarantor or their respective affiliates,
desire to amend and/or restate certain Sections of the Indenture in connection
with the creation of a new Series D of the Securities and the increase of the
maximum original principal amount of Securities that may be issued,
authenticated and delivered under the Indenture.
C. The holders of all of the aggregate principal amount of the
Securities outstanding, exclusive of the Securities owned, if any, by Issuer,
Guarantor or their respective affiliates, desire to exchange (the "Exchange")
their respective Securities for new promissory notes (the "Exchange Notes"). The
Exchange Notes shall contain provisions permitting the Issuer to elect, for the
period through and including February 1, 2000, to pay all accrued and unpaid
interest on each interest payment date by issuing additional notes of the same
series (the "Additional Securities") in an aggregate principal amount equal to
the interest that would have been payable during such period assuming the
principal on the applicable Securities accrued interest for such period at an
interest rate equal to 13% per annum.
D. Issuer and Guarantor, with the consent of holders of all of the
aggregate principal amount of the Securities now outstanding, exclusive of any
Securities owned by Issuer, Guarantor and their respective affiliates, desire to
amend and/or restate certain Sections of the Indenture in connection with the
Exchange.
E. All conditions precedent provided for in the Indenture relating
to this Third Supplemental Indenture have been complied with. Capitalized items
used herein shall have the meanings assigned to them in the Indenture unless
otherwise defined herein.
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NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE
WITNESSETH, that for and in consideration of the premises and of the covenants
contained herein, the Issuer and Guarantor hereby covenant and agree with the
Trustee, for the equal benefit of all the present and future holders of the
Securities without preference, priority or distinction of any of the Securities
over any of the others by reason of priority in time of issuance, negotiation or
maturity thereof, or otherwise, and for the benefit of the Trustee and its
successors and assigns, as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
1.1 Amendment to Recitals. The first
paragraph of THE
RECITALS OF THE COMPANY is hereby amended and restated in its entirety as
follows:
The Company has duly authorized
the creation of an
issue of up to $39,272,900 aggregate original principal amount of
its (a) 12% Series A Senior Subordinated Notes due 2003 (the
"Series A Securities"), (b) 12% Senior Subordinated Notes due 2003
(the "Series B Securities"), 12% Series C Senior Subordinated
Notes due 2003 (the "Series C Securities"), (d) 12% Series D
Senior Subordinated Notes due 2003 (the "Series D Securities" and,
collectively with the Series A Securities, the Series B Securities
and the Series C Securities, the "Securities") of substantially
the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and
delivery of this Indenture.
1.2 Amendments to Section 1.1
-------------------------
(a) Definition of
"Accreted Value". The
definition of "Accreted Value" in Section 1.1 of the Indenture is hereby amended
and rested in its entirety to read as follows:
"Accreted Value
as of any date
from and after September 30, 1996, shall mean the aggregate
principal amount of any Securities Outstanding.
(b) Definitions. The
following definitions are
hereby added after the definition of "Additional Interest" in Section 1.1 of the
Indenture.
"Additional
Securities" means the
Additional Series A Securities, the Additional Series B
Securities, the Additional Series C Securities or the Additional
Series D Securities, as applicable.
"Additional Serie
A Securities" means the
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additional Series A Securities issued on an Interest Payment Date in lieu of
making a cash interest payment on the Series A Securities pursuant to Section
2.2.
"Additional Serie
B Securities" means the
additional Series B Securities issued on an Interest Payment Date in lieu of
making a cash interest payment on the Series B Securities pursuant to Section
2.2.
"Additional Serie
C Securities" means the
additional Series C Securities issued on an Interest Payment Date in lieu of
making a cash interest payment on the Series C Securities pursuant to Section
2.2.
"Additional Serie
D Securities" means the
additional Series D Securities issued on an Interest Payment Date in lieu of
making a cash interest payment on the Series D Securities pursuant to Section
2.2.
(c) Definition of
"Credit Agreement". The
first sentence of the definition of Credit Agreement shall be amended and
restated to read as follows:
"Credit Agreement" means any
credit
agreement or agreements which the Company or any Subsidiary shall
enter into which provide credit facilities to the Company or such
Subsidiary and their Subsidiaries in an aggregate original
principal amount not to exceed $10,000,000, plus any accrued
interest (including accrued interest added to such principal
amount outstanding), penalties, reimbursements or indemnity
accounts, fees accruing thereon, and interest accruing on or after
the filing of any petition in bankruptcy or for reorganization
relating to the Company or such Subsidiary, whether or not such
claim for post-election interest is allowed in such proceeding."
(d) Definition of
"Fractional Additional
Securities". The following is hereby added after the definition of "Expiration
Date" in Section
1.1 of the Indenture:
"Fractional
Additional Securities" means
Additional Securities the principal amount of which would be less than $100.00.
(e) Definition of
"Securities". The definition
of "Securities" in Section 1.1 of the Indenture is hereby amended and restated
in its entirety as
follows:
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"Securities" means
the Series A Securities,
the Series B Securities, the Series C Securities and the Series D Securities
designated as such in the first paragraph of the RECITALS OF THE COMPANY,
including the Additional Securities issued with respect to each series of such
Securities.
(f) Definition of
"Series D Securities". The
following is hereby added after the definition of "Series C Securities" in
Section 1.1 of the Indenture.
"Series D
Securities" means the Series D
Securities designated as such in the first paragraph of the
RECITALS OF THE COMPANY.
1.3 Amendment to Section 2.2.
(a) The following is hereby
added after the sixth
paragraph of Section 2.2 of the Indenture:
"If Series D Securities, then
insert 12% Series D Senior
Subordinated PIK Notes due 2003.
(b) The seventh paragraph of
Section 2.2 of the
Indenture is hereby amended and restated in its entirety as follows:
"Cinemark Mexico (USA), Inc., a
corporation duly
organized and existing under the laws of Texas (herein called the
"Company", which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby
promises to pay to ______________________________, or registered
assigns, the principal of this Security in an amount equal to the
sum of $__________ Dollars on August 1, 2003, and to pay interest
on the unpaid principal amount from the most recent date to which
interest has been paid or, if no interest has been paid, from the
date of the original issuance hereof, at the rate of 12% per annum
until the principal hereof is paid or made available for payment
and at the rate of 12% per annum on any overdue principal and
premium and on any overdue installment of interest (but not to
exceed the maximum rate permitted by applicable law) until paid as
specified on the reverse hereof. The Company shall pay interest
semi-annually on August 1 and February 1 of each year, commencing
February 1, 1997 or if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date"). On
any Interest Payment Date through and including February 1, 2000,
the Company may, at its option, by giving the Holder of such
Security and the Trustee notice of its election not less than 5
days nor more than 45 days prior to the
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record date for the related Interest Payment Date, pay interest on
the Security either in cash (at the rate specified above) or
through the issuance of Additional Securities in an aggregate
principal amount equal to the amount of interest that would have
been payable if such Security had accrued interest during the
relevant interest period at the rate of 13% per annum. The
interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the July
15th or January 15th (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Securities not less than 10 days
prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. On each such Interest Payment
Date when the Company elects to issue Additional Securities, the
Trustee shall, upon the Company's order, authenticate and deliver
Additional Securities for original issuance to the Holder of this
Security on the relevant record date, as shown by the records of
the Security Register, in the aggregate principal amount required
to pay such interest; provided, however, that in lieu of the
issuance of any Additional Securities as set forth above, the
Company shall pay the holder of a Fractional Additional Security
an amount in cash equal to the Fractional Additional Security. Any
Additional Securities so issued shall be dated the applicable
Interest Payment Date, shall bear interest from and after such
date, shall mature on August 1, 2003 and shall be governed by, and
subject to the terms, provisions and conditions of, such Indenture
and shall have the same rights and benefits as this Security."
1.4 Amendment to Section 2.3. (a
The first paragraph of
Section 2.3 of the Indenture is hereby amended and restated in its entirety as
follows:
This Security is one of a duly
authorized issue of
Securities of the Company designated as its [If Series A
Securities, then insert -- 12% Series A Senior Subordinated PIK
Notes due 2003 (the "Series A Securities") issued under an
Indenture, dated as of July 30, 1993, as amended (herein called
the "Indenture"), between the Company and the United States Trust
Company of New York, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture),
together with the 12% Series B Senior Subordinated PIK Notes due
2003 of the Company (the "Series B Securities"), the 12% Series C
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Senior Subordinated PIK Notes due 2003 (the "Series C Securities")
and the 12% Series D Senior Subordinated PIK Notes due 2003 (the
"Series D Securities", and collectively with the Series A
Securities, the Series B Securities and the Series C Securities,
the "Securities").] [If Series B Securities, then insert --
12%Series B Senior Subordinated PIK Notes due 2003 (the "Series B
Securities") issued under an Indenture, dated as of July 30, 1993,
as amended (hereinafter called the "Indenture"), between the
Company and the United States Trust Company of New York, as
Trustee (herein called the "Trustee"), which term includes any
trustee under the Indenture), together with the 12% Series A
Senior Subordinated PIK Notes due 2003 of the Company (the "Series
A Securities"), the 12% Series C Senior Subordinated PIK Note due
2003 of the Company (the "Series C Securities"), and the 12%
Series D Senior Subordinated PIK Notes due 2003 of the Company
(the "Series D Securities", and collectively with the Series A
Securities, Series B Securities and Series C Securities, the
"Securities").] [If Series C Securities, then insert -- 12% Series
C Senior Subordinated PIK Notes due 2003 (the "Series C
Securities") issued under an Indenture, dated as of July 30, 1993,
as amended (herein called the "Indenture"), between the Company
and the United States Trust Company of New York, as Trustee
(herein called the "Trustee", which term includes any successor
trustee under the Indenture), together with the 12% Series A
Senior Subordinated PIK Notes due 2003 of the Company (the "Series
A Securities"), the 12% Series B Senior Subordinated PIK Notes due
2003 of the Company (the "Series B Securities") and the 12% Series
D Senior Subordinated PIK Notes due 2003 (the "Series D
Securities", and collectively with the Series A Securities, the
Series B Securities and the Series C Securities, the
"Securities").] [If Series D Securities, then insert -- 12% Series
D Senior Subordinated PIK Notes due 2003 (the "Series D
Securities") issued under an Indenture, dated as of July 30, 1993,
as amended (herein called the "Indenture"), between the Company
and the United States Trust Company of New York, as Trustee
(herein called the "Trustee", which term includes any successor or
trustee under the Indenture), together with the 12% Series A
Senior Subordinated PIK Notes due 2003 of the Company (the "Series
A Securities"), the 12% Series B Senior Subordinated PIK Notes due
2003 of the Company (the "Series B Securities") and the 12% Series
C Senior Subordinated PIK Notes due 2003 of the Company (the
"Series C Securities", and collectively with the Series A
Securities, the Series B Securities and the Series D Securities,
the "Securities").] The Securities are limited in aggregate
original principal amount of up to $39,272,900. Reference is
hereby made to the Indenture and all indentures supplemental
thereto for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the
Trustee, the holders of the Senior Debt and the Holders of the
Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered.
(b) The last sentence
of the seventh paragraph
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of Section 2.3 of the Indenture is hereby amended and restated in its entiret
as follows:
Each of the Series
A Securities, the Series
B Securities, the Series C Securities and the Series D Securities shall rank
pari passu.
(c) The tenth
paragraph of Section 2.3 of the
Indenture is hereby amended and restated in its entirety as follows:
Unless the contex
otherwise requires, the
Series A Securities, the Series B Securities, the Series C
Securities and the Series D Securities shall constitute one series
for all purposes under the Indenture, including without
limitation, amendments, waivers, approvals, redemptions and Offers
to Purchase (except, in the case of redemptions and Offers to
Purchase, for any differences required as a result of the Series C
Securities and the Series D Securities having a different Accreted
Value from the Series A Securities and the Series B Securities).
(d) The fourteenth paragraph of
Section 2.3 of the
Indenture is hereby amended and restated in its entirety as follows:
"The Securities
shall be issued only in
registered form without coupons and only in denominations of
$1,000 and any integral multiple thereof; provided, however, the
Series D Securities and the Additional Securities may be issued in
denominations of $100 and any integral multiple thereof."
1.5 Amendment to Section 3.1. (a)
The first paragraph of
Section 3.1 of the Indenture is hereby amended and restated in its entirety as
follows:
The aggregate original principal
amount of Securities
(including Additional Securities) which may be authenticated and
delivered under this Indenture is limited to $39,272,900.00 (the
Series A Securities are limited to an aggregate original principal
amount, (including Additional Series A Securities) of $662,600.00,
the Series B Securities are limited to an aggregate original
principal amount (including Additional Series B Securities) of
$33,129,100.00, the Series C Securities are limited to an
aggregate original principal amount (including Additional Series C
Securities) of $3,313,000.00 and the Series D Securities are
limited to an aggregate original principal amount (including
Additional Series D Securities) of $2,168,200.00), except for
Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.8 or in connection
with an Offer to Purchase pursuant to Sections 10.11, 10.13 and
10.18. Subject to such exceptions (i) the maximum aggregate
original principal amount of Securities which may be
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authenticated and delivered under this Indenture other than as
Additional Securities shall be limited to $23,822,800.00
(consisting of $400,000 of Series A Securities, $20,000,000 of
Series B Securities, $2,000,000 of Series C Securities and
$1,422,800.00 of Series D Securities), and (ii) the maximum
aggregate original principal amount of Additional Securities which
may be authenticated and delivered under this indenture is limited
to $15,450,100.00 (consisting of $262,600.00 of Additional Series
A Securities, $13,129,100.00 of Additional Series B Securities,
$1,313,000.00 of Additional Series C Securities, and $745,400.00
of Additional Series D Securities).
(b) The third
paragraph of Section 3.1 of the
Indenture is hereby deleted.
(c) The fourth
paragraph of Section 3.1 is
hereby amended and restated in its entirety as follows:
The Series A
Securities shall be known and
designated as the "12% Series A Senior Subordinated PIK Notes due
2003" of the Company, the Series B Securities shall be known and
designated as the "12% Series B Senior Subordinated PIK Notes due
2003" of the Company, the Series C Securities shall be known and
designated as the "12% Series C Senior Subordinated PIK Notes due
2003" of the Company and the Series D Securities shall be known
and designated as the "12% Series D Senior Subordinated PIK Notes
due 2003" of the Company. The Stated Maturity of the Securities
shall be August 1, 2003. The Securities shall bear interest on the
unpaid principal amount of such Securities at the rate of 12% per
annum, payable semi-annually on August 1 and February 1,
commencing February 1, 1997 in the case of the Series A
Securities, the Series B Securities, the Series C Securities, and
the Series D Securities, until the principal thereof is paid or
made available for payment; provided, however, on any Interest
Payment Date through and including February 1, 2000, the Company
may, at its option, by giving the holder of this Security and the
Trustee notice of its election not less than 5 days nor more than
45 days prior to the record date for the related Interest Payment
Date, pay interest on the Security, in lieu of payment of interest
on the Security in cash, through the issuance of Additional
Securities, in an aggregate principal amount equal to the amount
of the interest that would have been payable if such Note had
accrued interest during the relevant interest period at the rate
of 13% per annum. Additional Securities may only be issued in lieu
of payment of interest in cash on Securities. Additional
Securities issued in lieu of payment of interest in cash on Series
A Securities shall constitute additional Series A Securities;
Additional Securities issued in lieu of payment of interest in
cash on Series B Securities shall constitute additional Series B
Securities; Additional Securities issued in lieu of payment of
interest in cash on Series C Securities shall constitute
additional Series C Securities; and Additional Securities
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issued in lieu of payment of interest in cash on Series D
Securities shall constitute additional Series D Securities.
(d) The eighth
paragraph of Section 3.1 of the
Indenture is hereby amended and restated in its entirety as follows:
The Securities
shall be subordinated in right
of payment to Senior Debt as provided in Article XII and the
Series A Securities, the Series B Securities, the Series C
Securities and the Series D Securities shall rank pari passu.
(e) The tenth
paragraph of Section 3.1 of the
Indenture is hereby amended and restated in its entirety as follows:
Unless the
context otherwise requires, the
Series A Securities, the Series B Securities, the Series C
Securities and the Series D Securities (including all Additional
Securities constituting Securities of each such series) shall
constitute one series for all purposes under the Indenture,
including without limitation, amendments, waivers, approvals,
redemptions and Offers to Purchase (except, in the case of
redemptions and Offers to Purchase, for any differences required
as a result of the Series C Securities and the Series D Securities
having a different Accreted Value from the Series A Securities and
the Series B Securities).
1.6 Amendment to Section 3.2
Section 3.2 is hereby
amended and restated in its entirety to read as follows:
"The Securities
shall be issued only in
registered form without coupons and only in denominations of
$1,000 and any integral multiple thereof; provided, however, the
Series D Securities and the Additional Securities may be issued in
denominations of $100 and any integral multiple thereof."
1.7 Amendment to Section 3.5. The
last sentence of the
first paragraph of Section 3.5 of the Indenture is hereby amended and restated
in its entirety as
follows:
Such Security Register shall
distinguish between Series
A Securities, Series B Securities, Series C Securities and Series
D Securities.
1.8 Amendment to Section 10.8(b)
Section 10.8(b) is
hereby amended and restated to read in its entirety as follows:
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Limitation on Consolidated Debt.
(b) After
September 30, 1996, the Company
and its Subsidiaries may Incur
Debt, if, at the date of and
giving effect to the incurrence
of such Debt, the Pro Forma Cash
Flow Coverage Ratio is equal to
or greater than 2.0 to 1.0.
Notwithstanding the foregoing
sentence, the Company or any
Subsidiary may Incur Permitted
Debt without regard to the
foregoing limitation.
1.9 Amendment to Section 10.13. The
first paragraph of
Section 10.13 is hereby amended and restated in its entirety to read as follows:
"At the end of any two
consecutive fiscal quarters
during the periods after December
31, 1999, the Cash Flow Coverage
of the Company for such two
fiscal quarters then ending shall
equal or exceed a ratio of 2.0 to
1.0.
1.10 Amendment to Section 11.1. The
last paragraph of
Section 11.1 of the Indenture is hereby amended and restated in its entirety as
follows:
Subject to Section 3.1, the
Series A Securities, the
Series B Securities, the Series C Securities and the Series D
Securities shall be treated as one class for all purposes under
this Indenture, including, without limitation, redemptions
hereunder.
ARTICLE II
Previously Authenticated Notes
To the extent that Series A Securities, Series B Securities and
Series C Securities have been authenticated by the Trustee prior to the date of
this Third Supplemental Indenture, such Securities shall continue to be valid
and binding obligations of the Company notwithstanding the fact that such
Securities do not contain the revised language provided for in Section 1.4 of
this Third Supplemental Indenture. After the date of this Third Supplemental
Indenture if any previously authenticated Securities are presented to the
Trustee for transfer or exchange, any new Series A Securities, Series B
Securities or Series C Securities authenticated by the Trustee as a result of
such transfer or exchange may be in the form prescribed by the Original
Indenture; provided that such Securities contain a legend substantially similar
to the following:
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Pursuant to the terms of a Third Supplemental Indenture among the
Company, the Guarantor and the Trustee, an additional Series D has
been authorized, which Series D Securities shall rank pari passu
with the Series A Securities, the Series B Securities and the
Series C Securities. Generally, all four series of Securities
shall constitute one series for all purposes under the Indenture,
including without limitation, amendments, waivers, approvals,
redemptions and Offers to Purchase. A copy of the Third
Supplemental Indenture is available upon request from the Company.
ARTICLE III
Miscellaneous Provisions
3.1 Counterparts. This Third Supplemental Indenture may be
executed in counterparts, each of which when so executed shall be deemed to be
an original, but all such counterparts shall together constitute one and the
same instrument.
3.2 Severability. In the event that any provision in this Third
Supplemental Indenture shall be held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
3.3 Headings. The article and
section headings are for
convenience only and shall not affect the construction hereof.
3.4 Successors and Assigns. Any covenants and agreements in this
Third Supplemental Indenture by Issuer shall bind its successors and assigns,
whether so expressed or not.
3.5 GOVERNING LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED IN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
3.6 Effect of Third Supplemental
Indenture. Except as
amended by this Third Supplemental Indenture, the terms and provisions of the
Indenture shall
remain in full force and effect.
3.7 Trustee. The Trustee accepts the modifications of the Trust
effected by this Third Supplemental Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be
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taken as the statements of Issuer, and the Trustee shall not be responsible or
accountable in any way whatsoever for or with respect to the validity or
execution or sufficiency of this Third Supplemental Indenture and the Trustee
makes no representation with respect thereto.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be executed by their duly authorized representative as
of the date hereof.
ATTEST:
CINEMARK MEXICO (USA), INC.
_______________________________ By:______________________________________
Printed Name:____________________________
Title:____________________________________
ATTEST:
CINEMARK DE MEXICO, S.A. de C.V.
_______________________________ By:______________________________________
Printed Name:____________________________
Title:____________________________________
ATTEST:
UNITED STATES TRUST COMPANY OF
NEW YORK
_______________________________ By:______________________________________
Printed Name:____________________________
Title:____________________________________
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STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned Notar
Public in and for
said State and County, on this day personally appeared
------------------------------------------------,
______________________________________ of Cinemark Mexico (USA), Inc., known to
me to be the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that the same was the act of the said
Cinemark Mexico (USA), Inc., and that he executed the same as the act of such
corporation for the purposes and consideration therein expressed and in the
capacity therein stated.
----------------------------------------
Notary Public, State of Texas
Printed Name:__________________________
My Commission Expires:
---------------------------
STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned Notary Public in and for said State and County,
on this day personally appeared
------------------------------------------------,
______________________________________ of Cinemark de Mexico, S.A. de C.V.,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was the act of the
said Cinemark de Mexico, S.A. de C.V., and that he executed the same as the act
of such corporation for the purposes and consideration therein expressed and in
the capacity therein stated.
---------------------------------
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Notary Public, State of Texas
Printed Name:___________________
My Commission Expires:
---------------------------
STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned Notary
Public in and for
said State and County, on this day personally appeared
------------------------------------------------,
______________________________________ of United States Trust Company of New
York, known to me to be the person and officer whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was the act of the
said United States Trust Company of New York, and that he executed the same as
the act of such corporation for the purposes and consideration therein expressed
and in the capacity therein stated.
--------------------------------
Notary Public, State of Texas
Printed Name:___________________
My Commission Expires:
---------------------------
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