FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.1
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 29, 2009 (this “Supplemental Indenture”),
between CINEMARK, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the
“Trustee”), to the Indenture, dated as of March 31, 2004 (the “Indenture”), between the Company and
the Trustee.
WHEREAS, the Company and the Trustee have heretofore executed and delivered the Indenture
providing for the issuance of the Company’s 93/4% Senior Discount Notes due 2014 (the “Notes”);
WHEREAS, there are now outstanding under the Indenture, Notes in the aggregate principal
amount at maturity of $419,403,000;
WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may, with the
written consent of the Holders of at least a majority in aggregate principal amount at maturity of
the Notes then outstanding (the “Requisite Consents”), enter into a supplemental indenture for the
purpose of amending the Indenture, including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase, of the Notes;
WHEREAS, the Company has offered (the “Offer”) to purchase for cash all of the outstanding
Notes upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated June 15, 2009, as the same may be amended, supplemented or modified
(the “Statement”);
WHEREAS, the Company has received and delivered to the Trustee the Requisite Consents to
effect the proposed amendments described in the Statement;
WHEREAS, the Company has been authorized by a resolution of its Board of Directors to enter
into this Supplemental Indenture and has requested that the Trustee join the Company in the
execution of this Supplemental Indenture; and
WHEREAS, all other acts and proceedings required by law, by the Indenture and by the
certificate of incorporation and by-laws of the Company to make this Supplemental Indenture a valid
and binding agreement for the purposes expressed herein, in accordance with its terms, have been
duly done and performed;
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged,
and for the equal and proportionate benefit of the Holders of the Notes, the Company and the
Trustee hereby agree as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
AMENDMENTS TO INDENTURE
Section 1.01 Amendments to Articles Four, Five and Six. Upon written notification to the
Trustee by the Company on June 29, 2009 (the “Early Settlement Date”) that the
Company has accepted for purchase and payment pursuant to the Offer all of the Notes validly
tendered at or prior to 5:00 p.m., New York City time, on June 26, 2009 in accordance with the
terms and conditions set forth in the Statement (without further act by any Person):
(a) the Company shall be released from its obligations under the following sections of the
Indenture: Section 4.03 (Reports); clauses (a) and (b) of Section 4.04 (Compliance Certificate);
Section 4.05 (Taxes); Section 4.06 (Stay, Extension and Usury Laws); Section 4.07 (Restricted
Payments); Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries); Section
4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock); Section 4.10 (Asset Sales);
Section 4.11 (Transactions with Affiliates); Section 4.12 (Liens); Section 4.13 (Business
Activities); Section 4.14 (Corporate Existence); Section 4.15 (Offer to Repurchase upon Change of
Control); Section 4.16 (Future Guarantors); Section 4.17 (Designation of Restricted and
Unrestricted Subsidiaries); clause (iv) of Section 5.01 (Merger, Consolidation, or Sale of Assets)
and Section 5.02 (Successor Corporation Substituted);
(b) failure to comply with the terms of any of the foregoing sections of the Indenture shall
no longer constitute a Default or an Event of Default under the Indenture and shall no longer have
any other consequence under the Indenture;
(c) the occurrence of the events described in Sections 6.01(iv), (vi), (vii), (viii) and, with
respect to Significant Subsidiaries only, (ix) of the Indenture shall no longer constitute Events
of Default;
(d) Sections 8.04(c), (d), (e), (f), (g) and (h) of the Indenture are hereby deleted in their
entirety and any other conditions limiting a legal defeasance or a covenant defeasance set forth in
the Indenture or the Notes (other than Sections 8.04(a) and (b) of the Indenture) are hereby
deleted; and
(e) all definitions set forth in Section 1.01 of the Indenture that relate to defined terms
used solely in covenants or sections deleted hereby shall be deleted in their entirety and all
references to sections of the Indenture that are used exclusively in the text of the Indenture that
are being otherwise eliminated by this Supplemental Indenture shall be deleted in their entirety.
ARTICLE II
MISCELLANEOUS
MISCELLANEOUS
Section 2.01 Instruments To Be Read Together. This Supplemental Indenture is executed as and
shall constitute an indenture supplemental to and in implementation of the Indenture, and said
Indenture and this Supplemental Indenture shall henceforth be read together.
Section 2.02 Confirmation. The Indenture as amended and supplemented by this Supplemental
Indenture is in all respects confirmed and preserved.
Section 2.03 Terms Defined. Capitalized terms used in this Supplemental Indenture and not
otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
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Section 2.04 Trust Indenture Act Controls. If any provision of this Supplemental Indenture
limits, qualifies or conflicts with another provision that is required to be included in this
Supplemental Indenture or the Indenture by the Trust Indenture Act of 1939, as amended, as in force
at the date that this Supplemental Indenture is executed, the provisions required by the Trust
Indenture Act of 1939, as amended, shall control.
Section 2.05 Headings. The headings of the Articles and Sections of this Supplemental
Indenture have been inserted for convenience of reference only, and are not to be considered a part
hereof and shall in no way modify or restrict any of the terms and provisions hereof.
Section 2.06 Governing Law. The laws of the State of New York shall govern this Supplemental
Indenture.
Section 2.07 Counterparts. This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
Section 2.08 Effectiveness; Termination. The provisions of this Supplemental Indenture will
take effect immediately upon its execution and delivery by the Trustee in accordance with the
provisions of Sections 9.02 and 9.06 of the Indenture; provided, that the amendments to the
Indenture set forth in Section 1.01 of this Supplemental Indenture shall become operative on the
Early Settlement Date as specified in Section 1.01 hereof. Prior to the Early Settlement Date, the
Company may terminate this Supplemental Indenture upon written notice to the Trustee.
Section 2.09 Acceptance by Trustee. The Trustee accepts the amendments to the Indenture
effected by this Supplemental Indenture and agrees to execute the trusts created by the Indenture
as hereby amended, but only upon the terms and conditions set forth in the Indenture. In entering
into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision
of the Indenture relating to the conduct or affecting the liability or affording protection to the
Trustee, whether or not elsewhere herein so provided.
Section 2.10 Responsibility of Trustee. The recitals contained herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
Section 2.11 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered
after the close of business on the date that this Supplemental Indenture becomes effective may be
affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows:
“Effective as of June 29, 2009, certain restrictive covenants of the Company and
certain of the Events of Default and other provisions have been deleted, as provided
in the Supplemental Indenture, dated as of June 29, 2009. Reference is hereby made
to such Supplemental Indenture, copies of which are on file with the Trustee, for a
description of the amendments made therein.”
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first written above.
| CINEMARK, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President-General Counsel | |||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.) |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Vice President | |||
Signature Page — Supplemental Indenture-93/4% Discount Notes
