SECOND AMENDMENT

EXHIBIT 10.6 (c)

SECOND AMENDMENT

This Second Amendment (this “Amendment Agreement”) is entered into as of January 29, 2010 by and among Xxxxxx Commercial Paper Inc. (“Xxxxxx”), a debtor and debtor in possession under chapter 11 of the Bankruptcy Code (defined below) acting alone or through one or more of its branches as the Administrative Agent (in such capacity, the “Existing Agent”) under that certain Credit Agreement (as defined below), the Required Lenders party hereto, Successor Agent (as defined below), each Loan Party, and Cinemark USA, Inc. (the “Borrower”). Defined terms in the Credit Agreement have the same meanings where used herein, unless otherwise defined.

RECITALS

WHEREAS, the Borrower, the Lenders, the Existing Agent, and the other agents and arrangers party thereto have entered into the Credit Agreement dated as of October 5, 2006 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”);

WHEREAS, on October 5, 2008, the Existing Agent commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”);

WHEREAS, the Existing Agent desires to resign as Administrative Agent under the Credit Agreement and the other Loan Documents; and

WHEREAS, the Required Lenders desire to appoint Barclays Bank PLC (“Barclays”) as successor Administrative Agent (in such capacity, the “Successor Agent”) under the Credit Agreement and the other Loan Documents, the Borrower desires to approve such appointment, and the Successor Agent wishes to accept such appointment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

1. Agency Resignation, Waiver, Consent and Appointment.

(a) As of the Effective Date (as defined below), (i) the Existing Agent hereby resigns as the Administrative Agent as provided under Section 9.9 (Successor Agents) of the Credit Agreement and shall have no further obligations under the Loan Documents in such capacity; (ii) the Required Lenders hereby appoint Barclays as successor Administrative Agent under the Credit Agreement and the other Loan Documents; (iii) the Borrower and Required Lenders hereby waive any notice requirement provided for under Section 9.9 (Successor Agents) of the Credit Agreement in respect of such resignation or appointment and the requirement in Section 9.9 (Successor Agents) that the successor agent must be selected from among the Lenders; (iv) the Borrower and Required Lenders hereby consent to the appointment of the Successor Agent; (v) Barclays hereby accepts its appointment as Successor Agent; (vi) the Successor Agent shall bear no responsibility for any actions taken or omitted to be taken by the Existing Agent while the Existing Agent served as Administrative Agent under the Credit Agreement and the other Loan Documents and (vii) each of the Existing Agent and Borrower authorizes the Successor Agent to file any Uniform Commercial Code

assignments or amendments with respect to the Uniform Commercial Code Financing Statements, mortgages, and other filings in respect of the Collateral as the Successor Agent deems necessary or desirable and each party hereto agrees to execute any documentation and to take such other actions as may reasonably be necessary to evidence the resignation and appointment described herein; provided that the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent under this clause (vii).

(b) The parties hereto hereby confirm that the Successor Agent succeeds to the rights and obligations of the Administrative Agent under the Credit Agreement and becomes vested with all of the rights, powers, privileges and duties of the Administrative Agent under each of the Loan Documents, and the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under the Credit Agreement and the other Loan Documents (other than those under Section 10.14 (Confidentiality)), in each case, as of the Effective Date.

(c) The parties hereto hereby confirm that, as of the Effective Date, all of the provisions of the Credit Agreement, including, without limitation, Section 9 (The Agents) and Section 10.5 (Payment of Expenses) to the extent they pertain to the Existing Agent, continue in effect for the benefit of the Existing Agent, its sub-agents and their respective affiliates in respect of any actions taken or omitted to be taken by any of them while the Existing Agent was acting as Administrative Agent and inure to the benefit of the Existing Agent.

(d) The Existing Agent hereby assigns to the Successor Agent each of the Liens and security interests granted to the Existing Agent under the Loan Documents and the Successor Agent hereby assumes all such Liens, for its benefit and for the benefit of the Secured Parties.

(e) On and after the Effective Date, all possessory collateral held by the Existing Agent for the benefit of the Secured Parties shall be deemed to be held by the Existing Agent as agent and bailee for the Successor Agent for the benefit of the Secured Parties until such time as such possessory collateral has been delivered to the Successor Agent. Notwithstanding anything herein to the contrary or the effectiveness of the terms hereof, each Loan Party agrees that all of such Liens granted by any Loan Party, shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by each Loan Party. Without limiting the generality of the foregoing, any reference to the Existing Agent on any publicly filed document, to the extent such filing relates to the liens and security interests in the Collateral assigned hereby and until such filing is modified to reflect the interests of the Successor Agent, shall, with respect to such liens and security interests, constitute a reference to the Existing Agent as collateral representative of the Successor Agent (provided, that the parties hereto agree that the Existing Agent’s role as such collateral representative shall impose no duties, obligations, or liabilities on the Existing Agent, including, without limitation, any duty to take any type of direction regarding any action to be taken against such Collateral, whether such direction comes from the Successor Agent, the Required Lenders, or otherwise and the Existing Agent shall have the full benefit of the protective provisions of Section 9 (The Agents) including, without limitation, Section 9.7 (Indemnification), while serving in such capacity). The Successor Agent agrees to take possession of any possessory collateral delivered to the Successor Agent following the Effective Date upon tender thereof by the Existing Agent.

2. Amendment. Effective as of the Effective Date, the Credit Agreement and where applicable, all other Loan Documents are hereby amended as follows:

(a) By adding the following new definition, to appear in proper alphabetical order:

“Barclays Entity”: any of Barclays Bank PLC or any of its Affiliates.

(b) The definition of “Xxxxxx Entity” in Section 1.1 (Defined Terms) is hereby deleted in its entirety.

(d) Each instance of the words “Xxxxxx Commercial Paper Inc.” is hereby replaced with “Barclays Bank PLC”.

3. Address for Notices.

(a) As of the Effective Date, the address of the “Administrative Agent” for the purposes of Section 10.2 (Notices) shall be as follows:

Barclays Bank PLC
Americas Loan Operations
00 Xxxxxx Xx. 00xx Xxxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Telecopy no: (000) 000-0000
E-Mail Address: xxxxxxx.xxxxxx@xxxxxx.xxx

(b) As of the Effective Date, the Borrower hereby agrees that any payment required to be made to the Successor Agent (whether for its own account or for the account of the Lenders) under the Credit Agreement, including, without limitation, Section 2.6 (Repayment of Loans; Evidence of Debt) and Section 10.5 (Payment of Expenses) shall be made to the address set forth in Section 3(a) hereof.

4. Representations and Warranties.

(a) Xxxxxx hereby represents and warrants on and as of the date hereof and on and as of the Effective Date that (i) it is legally authorized to enter into and has duly executed and delivered this Amendment Agreement and (ii) the execution and delivery by Xxxxxx of this Amendment Agreement and the performance of its obligations hereunder have been approved by the Order Pursuant to Sections 105(a), 363(b), and 541(d) of the Bankruptcy Code and Bankruptcy Rule 6004 Authorizing Debtor to (A) Continue to Utilize its Agency Bank Account, (B) Terminate Agency Relationships and (C) Elevate Loan Participations, dated October 6, 2008 and entered by the United States Bankruptcy Court for the Southern District of New York, as to which no stay has been ordered and which has not been reversed, modified, vacated or overturned, and that no further notice, consent or order is required.

(b) Successor Agent hereby represents and warrants on and as of the date hereof and on and as of the Effective Date that it is legally authorized to enter into and has duly executed and delivered this Amendment Agreement.

(c) The Borrower and each other Loan Party hereby represents and warrants on and as of the date hereof and on and as of the Effective Date that: (i) it is legally authorized to enter into and has duly executed and delivered this Amendment Agreement; (ii) no Default or Event of Default has occurred and is continuing, including, specifically, Section 6.9 (Additional Collateral, etc.); (iii) the representations and warranties set forth in Section 4 (Representations and Warranties) of the Credit Agreement and the representations and warranties in each other Loan Document, including, specifically, Section 4.19 (Security Documents), are true and correct in all material respects on and as of (a) the date of this Amendment Agreement and (b) the Effective Date with the same effect as though made on and as of the Closing Date, except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; (iv) Schedule 2 contains a complete list of all possessory Collateral and security filings related to the Collateral delivered to the Existing Agent or Successor Agent; (v) the actions described in Schedule 4 hereto have been performed prior to the date hereof; and (vi) all Liens and security interests created under the Loan Documents for the benefit of the Secured Parties under the Loan Documents are valid and enforceable Liens on and/or security interests in the Collateral, as security for the Obligations.

5. Conditions Precedent to Effectiveness. For purposes of this Amendment Agreement, the term “Effective Date” means the first date on which all of the following conditions have been satisfied:

(a) Each of the parties hereto shall have executed and delivered this Amendment Agreement;

(b) The Existing Agent and the Successor Agent shall have executed and notarized the two Assignment and Assumption agreements, substantially in the form of Annex I(a) and I(b) hereto;

(c) The Existing Agent shall have received from the Borrower payment in immediately available funds of all costs, expenses, accrued and unpaid fees and other amounts payable to it as the Existing Agent and as a Lender pursuant to the Loan Documents (including fees and expenses of counsel) to the extent set forth on Schedule 1 hereto, in each case to the account specified on Schedule 1 hereto;

(d) The Successor Agent and the Borrower shall have executed and delivered a fee letter in relation to the annual agency fee paid to the Administrative Agent by the Borrower;

(e) The Existing Agent shall have confirmed in writing that it has delivered the items set forth on Schedule 2 hereto that are in its possession to the Successor Agent and the Successor Agent shall have confirmed in writing that it has received the items set forth on Schedule 2 hereto;

(f) The Borrower shall have confirmed in writing that it has delivered the items set forth on Schedule 3 hereto that are in its possession to the Successor Agent and the Successor Agent shall have confirmed in writing that it has received the items set forth on Schedule 3 hereto; and

(g) The Successor Agent shall have confirmed in writing that the Existing Agent has completed each of the tasks listed on Schedule 5 hereto.

6. Further Assurances.

(a) Without limiting their obligations in any way under any of the Loan Documents, the Borrower and each other Loan Party (i) reaffirms and acknowledges its obligations to the Successor Agent with respect to the Credit Agreement and the other Loan Documents and (ii) acknowledges that the delivery of any agreements, instruments or any other documents on the Effective Date and any other actions to be taken on the Effective Date or thereafter in each case shall be to the satisfaction of the Successor Agent notwithstanding whether any delivery of any other or similar agreement, instrument or other document or any other action taken prior to the Effective Date was previously satisfactory to the Existing Agent.

(b) Each of the Borrower, each other Loan Party and the Existing Agent agrees that, following the Effective Date, it shall furnish, at the Borrower’s expense, additional releases, amendment or termination statements and such other documents, instruments and agreements as are customary and may be reasonably requested by the Successor Agent from time to time in order to effect the matters covered hereby.

(c) Subject to Section 10.5 of the Credit Agreement, the Borrower shall reimburse the Existing Agent for all reasonable out-of-pocket costs and expenses incurred by the Existing Agent in connection with any actions taken pursuant to this Amendment Agreement.

(d) Notwithstanding the foregoing or any provision of the Credit Agreement, the Successor Agent agrees not to record the Deed of Trust listed in Section I (C) of Schedule 2 hereto unless there has been a material and adverse change in circumstances whereby the Successor Agent reasonably determines that it is in the Successor Agent’s best interest to record such Deed of Trust taking into account the totality of the circumstances involved in such recordation, and the Successor Agent shall have given the Borrower 30 days prior notice, to the extent that provision of such notice would not adversely affect the interests of the Successor Agent.

(e) The Existing Agent and the Successor Agent shall, as soon as reasonably practicable, execute and have notarized the various assignments of mortgage for replacement of agent, substantially in the form of Annex II(a) hereto;

7. Release. Each of the Borrower and the other Loan Parties hereby unconditionally and irrevocably waives all claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent (collectively, “Claims”), which any of them may have or claim to have against Xxxxxx in its capacity as an agent or lender or its agents, employees, officers, affiliates, directors, representatives, attorneys, successors or assigns (collectively, the “Released Parties”) to the extent arising out of or in connection with the Loan Documents (collectively, the “Released Claims”). Each of the Borrower and the other Loan Parties further agrees forever to refrain from commencing, instituting or prosecuting any lawsuit,

action or other proceeding against any Released Parties with respect to any and all of the Released Claims or from exercising any right of recoupment or setoff that it may have against any Released Party with respect to Obligations under the Loan Documents. Each of the Released Parties shall be a third party beneficiary of this Amendment Agreement. For the avoidance of doubt, and notwithstanding anything to the contrary in this Amendment Agreement, the Credit Agreement or otherwise, the parties hereto agree that as used in this Section 7, (i) the term “Loan Documents” does not include any Hedge Agreements, (ii) the term “Obligations” does not include any obligations or liabilities related to, arising out of or in connection with any Hedge Agreements, (iii) the term “Released Parties” does not include any Person in its capacity as a counterparty under any Hedge Agreement, and (iv) the term “Released Claims” does not include any Claims in connection with, arising out of or related to any Hedge Agreement, including, without limitation, any ISDA Master Agreement between or among the Borrower, Xxxxxx Brothers Special Financing Inc. and their respective affiliates, and any schedules, confirmations and other agreements, instruments and writings related thereto.

8. Effect of Amendment Agreement. The parties hereto acknowledge that from and after the Effective Date, Xxxxxx shall have no obligation to provide any further financial accommodations to or for the benefit of the Borrower or its Affiliates pursuant to the Loan Documents.

9. Return of Payments.

(a) In the event that, after the Effective Date, the Existing Agent receives any principal, interest or other amount owing to any Lender, the Successor Agent or any Loan Party under the Credit Agreement or any other Loan Document, the Existing Agent agrees that such payment shall be held in trust for the Successor Agent, and the Existing Agent shall promptly deliver such payment to the Successor Agent for payment to the Person entitled thereto.

(b) In the event that, after the Effective Date, the Successor Agent receives any principal, interest or other amount owing to Existing Agent under the Credit Agreement or any other Loan Document, the Successor Agent agrees that such payment shall be held in trust for the Existing Agent, and the Successor Agent shall promptly deliver such payment to the Existing Agent.

10. Successors and Assigns. This Amendment Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto.

11. Limitation. Each of the Borrower, each other Loan Party, the Successor Agent and each Required Lender hereby agrees that this Amendment Agreement (i) does not impose on the Existing Agent affirmative obligations or indemnities to which it was not already subject, as of the date of its petition commencing its proceeding under chapter 11 of the Bankruptcy Code, and that could give rise to any administrative expense claims other than claims arising as a result of (x) the failure by Xxxxxx to perform any of its obligations hereunder or (y) any representation or warranty of Xxxxxx set forth herein not being true and correct on and as of the date hereof and on and as of the Effective Date and (ii) is not inconsistent with the terms of the Credit Agreement.

12. Counterparts. This Amendment Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall be one and the same instrument.

13. Headings. The paragraph headings used in this Amendment Agreement are for convenience only and shall not affect the interpretation of any of the provisions hereof.

14. Interpretation. This Amendment Agreement is a Loan Document for the purposes of the Credit Agreement.

15. Confidentiality. Schedule 1 to this Amendment Agreement is exclusively for the information of the parties hereto and the information therein may not be disclosed to any third party or circulated or referred to publicly without the prior written consent of Xxxxxx, which consent shall not be unreasonably withheld, delayed or conditioned, except that this Amendment Agreement, including such Schedules, may be disclosed, if required, in any legal, judicial or administrative proceeding or as otherwise required by law or regulation or as requested by a governmental or regulatory authority.

16. Confirmation of Guaranties. By signing this Amendment Agreement, each Guarantor hereby confirms that (i) the obligations of the Loan Parties under the Credit Agreement as modified hereby and the other Loan Documents (x) are entitled to the benefits of the guarantees set forth in the Guarantee and Collateral Agreement and (y) constitute Obligations, and (ii) notwithstanding the effectiveness of the terms hereof, the Guarantee and Collateral Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.

17. APPLICABLE LAW. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature pages follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be executed as of the date first written above.


XXXXXX COMMERCIAL PAPER INC. , as Existing Agent
By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Authorized Signatory


BARCLAYS BANK PLC, as Successor Agent
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director


By:
	Name:
	Title:


	[____________], as Lender
	By:
		Name:
		Title:


	By:
		Name:
		Title:


CINEMARK USA, INC., as Borrower
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel


CINEMARK, L.L.C., as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

SUNNYMEAD CINEMA CORP., as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

CINEMARK PROPERTIES, INC., as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

GREELEY HOLDINGS, INC., as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

TRANS TEXAS CINEMA, INC., as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

CINEMARK MEXICO (USA), INC., as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel


CINEMARK LEASING COMPANY, as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

CINEMARK PARTNERS I, INC., as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

MULTIPLEX PROPERTIES, INC., as Guarantor
By:	/s/ Vatoni Xxxxxxxx
	Name:	Vatoni Xxxxxxxx
	Title:	President

MULTIPLEX SERVICES, INC., as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

CNMK INVESTMENTS, INC., as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

CNMK TEXAS PROPERTIES, LLC, as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel


CINEMARK CONCESSIONS, LLC, as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

BRASIL HOLDINGS, L.L.C., as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

CENTURY THEATRES, INC., as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

MARIN THEATRE MANAGEMENT, LLC, as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

CENTURY THEATRES NG, LLC, as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

CINEARTS, LLC, as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel


CINEARTS OF SACRAMENTO, LLC, as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

CORTE MADERA THEATRES, LLC, as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

NOVATO THEATRES, LLC, as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

SAN XXXXXX THEATRES, LLC, as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

NORTHBAY THEATRES, LLC, as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

CENTURY THEATRES SUMMIT SIERRA, LLC, as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel


CENTURY THEATRES SEATTLE, LLC, as Guarantor
By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

LAREDO THEATRE, LTD., as Guarantor
By:	Sunnymead Cinema Corp.,
	its general partner


By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President-General Counsel

Schedule 1

Expenses


		Amount

Costs and Expenses (including legal fees):			$


Xxxxxx Commercial Paper Inc.	$


Weil Gotschal & Xxxxxx	$


Xxxxxxx Xxxxxxx & Xxxxxxxx LLP	$

Wire transfer information for the Existing Agent:

Credit Bank:
ABA#
For Credit To:
Account No.
For Further Credit To:
Account No.
Att:
Ref:

Schedule 2

I. Collateral

A. Pledged Stock:

Stock

No. of

Stock

Issuer

Class of Stock

Certificate No.

Power

Cinemark Media Inc.

Common

001

100

Cinemark Partners I, Inc.

Common

001

100

CNMK Brazil Investments, Inc.

Common

001

1000

Cinemark USA, Inc.

Class A Common Stock Voting

125

1,500

Cinemark USA, Inc.

Class B Common Stock Non-voting

126

182,648

Sunnymead Cinema Corp.

Common

100

Cinemark Properties, Inc.

Common

001

100,000

Trans Texas Cinema, Inc.

Common

1000

Cinemark Mexico (USA), Inc.

Class A Common Stock

001

50,000

Cinemark Mexico (USA), Inc.

Class B Non-Voting Common Stock

001

604,353

Cinemark Mexico (USA), Inc.

Class B Non-Voting Common Stock

005

30,391

Cinemark Investments Corporation

Common

002

1000

Multiplex Properties, Inc.

Common

002

1000

Cinemark Theatres Canada, Inc.

Common

650

Cinemark Holdings Mexico, S. de X.X. de C.V.

Class II, Series B

624,228,846.189
quotas

Cinemark Plex S. de X.X. de C.V.

Membership Interest

Cinemark International, L.L.C.

Membership Interest

002

100

Multiplex Services, Inc.

Common

001

1000

CNMK Investments, Inc.

Common

001

100

Cinemark Leasing Company

Common

001

100

Greeley Holdings, Inc.

Common

001

100,000

Canada Theatre Holdings, Inc.

Common

002

1000

Cinemark, Inc.

Class A Common Stock

A-106

27,896,316

Brasil Holdings, L.L.C.

Membership Interest

100

Century Theatres, Inc.

Common

C-14

7,829,063

B. Pledged Notes:


				Note
Maker	Holder	Amount		Power
Cinemark Holdings Mexico, S. de X.X. de C.V.	Cinemark Mexico (USA), Inc.	$	69,990,000	Y
Cinemark USA, Inc.	Multiplex Properties, Inc.	$	50,000,000	Y
Cinemark del Peru S.R.L.	Cinemark USA, Inc.	$	4,033,080	Y
Cinemark Mexico (USA), Inc.	Cinemark USA, Inc.	$	11,600,000	Y

C. Deed of Trust:

Deed of Trust, Security Agreement and Assignment of Leases and Rents from Cinemark USA, Inc. to Xxxx X. Xxxxxx, Trustee for the use and benefit of Xxxxxx Commercial Paper Inc., as administrative agent, dated as of May 14, 2009.¹

II. Security Filings

A. Filings identified on the IP Assignment and Assumption agreements listed on Annex I hereto.
B. Filings for assignments of mortgage for replacement of agent listed on Annex II hereto.
C. UCC-1 and UCC-3 filings listed on Annex III hereto.


¹		On file with the Administrative Agent, not filed.

Schedule 3

Cinemark Plex S. de X.X. de C.V.

Membership Interest

Greeley Holdings, Inc.

Common

001

100,000

Schedule 4

1. Each of CINEMARK, L.L.C., SUNNYMEAD CINEMA CORP., CINEMARK PROPERTIES,INC., GREELEY HOLDINGS, INC., TRANS TEXAS CINEMA, INC., CINEMARK MEXICO (USA), INC., CINEMARK LEASING COMPANY, CINEMARK PARTNERS I, INC., MULTIPLEX PROPERTIES, INC., MULTIPLEX SERVICES, INC., CNMK INVESTMENTS, INC., CNMK TEXAS PROPERTIES, LTD., CINEMARK CONCESSIONS, LLC, BRASIL HOLDINGS, L.L.C.,, CENTURY THEATRES, INC., MARIN THEATRE MANAGEMENT, L.L.C., CENTURY THEATRES NG, L.L.C., CINEARTS, L.L.C., CINEARTS OF SACRAMENTO, L.L.C., CORTE MADERA THEATRES, L.L.C., NOVATO THEATRES, L.L.C., SAN XXXXXX THEATRES, L.L.C., NORTHBAY THEATRES, L.L.C., CENTURY THEATRES SUMMIT SIERRA, L.L.C. is party to the Guarantee and Collateral Agreement.

2. To the extent required by the Loan Documents:

	a)		All outstanding equity interests and promissory notes (with appropriate transfer instruments) owned by or on behalf of each Loan Party have been pledged pursuant to the Guarantee and Collateral Agreement.

	b)		All Uniform Commercial Code financing statements and other appropriate documents and instruments required to create and/or perfect the Liens intended to be created and/or perfected under the Guarantee and Collateral Agreement have been filed, registered, recorded or delivered.

	c)		All Mortgages, title insurance policies, abstracts, appraisals, legal opinions and other appropriate real estate security documents with respect to all Mortgaged Properties have been filed, registered, recorded or delivered pursuant to the Guarantee and Collateral Agreement, except for the Deed of Trust identified on Schedule 2, which has not been publicly filed and is on file with counsel for the Administrative Agent.

	d)		All consents and approvals required to be obtained in connection with the execution and delivery of all Security Documents, the performance of the obligations thereunder and the granting of the Liens thereunder have been obtained.

Schedule 5

The Existing Agent shall have delivered to the Successor Agent:

	a)		copies of the Loan Documents existing as of the date hereof, together with all amendments and supplements thereto;

	b)		a list of all of the Lenders and their respective commitments as of the close of business on the date of this Amendment Agreement;

	c)		an executed assignment of mortgage or deed of trust (as applicable and if reasonably necessary) with regard to each of the mortgages and deeds of trust in its capacity as Administrative Agent (provided that neither the Existing Agent nor the Successor Agent shall be responsible for the form or content of any such assignments or the applicable mortgages); and

	d)		(i) copies of all of the Existing Agent’s books and records concerning the Loans (including without limitation all of those books and records that evidence the amount of principal, interest and other sums due under the Loan Documents) and (ii) such other information and data as shall be reasonably necessary for the Successor Agent to establish an Intralinks website (or substantially similar electronic transmission system) for purposes of general communications with the parties to the Loan Documents.

Annex I (a)

ASSIGNMENT AND ASSUMPTION

This ASSIGNMENT AND ASSUMPTION dated as of January [___], 2010 (this “Assignment and Assumption”) is made by Xxxxxx Commercial Paper Inc. (“Xxxxxx”) and Barclays Bank PLC (“Barclays”).

WHEREAS, reference is made to that certain Guarantee and Collateral Agreement dated as of October 5, 2006 (as amended, supplemented or otherwise modified prior to the date hereof, the “Guarantee and Collateral Agreement”; unless otherwise defined herein, terms defined in the Guarantee and Collateral Agreement and used herein shall have the meanings given therein) by and among Cinemark Holdings, Inc., Cinemark USA, Inc. (the “Borrower”) and the other Grantors party thereto, the Lenders parties thereto, and Xxxxxx, in its capacity as Administrative Agent;

WHEREAS, pursuant to the Guarantee and Collateral Agreement, the Grantors granted to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all right, title or interest in or to all of their Intellectual Property, including those Trademarks listed on Schedule I hereto and proceeds of any and all of the foregoing;

WHEREAS, pursuant to the Guarantee and Collateral Agreement, each of Century Theatres, Inc. and Multiplex Properties, Inc. and the Administrative Agent executed a Grant of Security Interest in Trademark Rights dated as of October 5, 2006 (the “Trademark Security Agreements”), which were recorded with the United States Patent and Trademark Office on October 10, 2006 at Reel/Frame No. 003405/0512; and on October 10, 2006 at Reel/Frame 003405/0522;

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto agree as follows:

Xxxxxx hereby irrevocably, absolutely and unconditionally assigns to Barclays without recourse and without any representation or warranty of any kind, nature or description, except as expressly set forth in the Second Amendment, dated as of the date hereof (the “Appointment Agreement”) among, inter alia, Xxxxxx and Barclays, and Barclays hereby assumes from Xxxxxx, the interest in and to Xxxxxx’x rights and obligations under the Guarantee and Collateral Agreement and the Trademark Security Agreements, as of the Effective Date (as defined below).

The effective date of this Assignment and Assumption shall be the date of execution by all parties (the “Effective Date”). Following the execution of this Assignment and Assumption, it will be delivered to Barclays for recording by Barclays with the United States Patent and Trademark Office.

From and after the Effective Date and as further set forth in the Appointment Agreement, (a) Barclays shall be a party to the Guarantee and Collateral Agreement and to the

Trademark Security Agreements, shall have the rights and obligations of the Administrative Agent thereunder and shall be bound by the provisions thereof and (b) Xxxxxx shall, to the extent provided in this Assignment and Assumption and the Appointment Agreement, relinquish its rights and be released from its obligations under the Guarantee and Collateral Agreement and the Trademark Security Agreements.

This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be executed by their respective duly authorized officers.


	XXXXXX COMMERCIAL PAPER INC., as Existing Agent
	By:
		Name:
		Title:


	By:
		Name:
		Title:


	Accepted: BARCLAYS BANK PLC as Successor Agent
	By:
		Name:
		Title:


	AGREED AND ACKNOWLEDGED: CENTURY THEATRES, INC. as Grantor
	By:
		Name:
		Title:

	MULTIPLEX PROPERTIES, INC. as Grantor
	By:
		Name:
		Title:

SCHEDULE I to
ASSIGNMENT AND ASSUMPTION

U.S. Trademark Registrations and Applications


Trademark		Registration or Serial Number
CENTURY THEATRES		1,831,626
THE RHYTHM ROOM		2,583,400
CINEARTS		2,693,359
CELEBRITY CLUB		78/253,573
CINE EN ESPANOL AND DESIGN		2,778,743
CINEMARK		1,660,126
CINEMARK AND DESIGN		2,390,388
CINEMARK THEATRES		1,598,964
CINEMARK WIRELESS AND DESIGN		78/811,074
CINEMARKETING		2,968,071
CIN-E-MONEY		2,709,501
CIN E MONEY ONLINE FUNDS $ AND DESIGN		2,741,910
DIGITAL EDGE		78/201,605 (Reg. No. 3,256,836)
FOR REEL MOVIE LOVERS		2,799,373
FRONT ROW XXX		1,540,958
DESIGN ONLY		78/714,436 (Reg. No. 3,148,292)
DESIGN ONLY		1,558,480
FUN FILMS FOR KIDS!		2,751,249
DESIGN ONLY		1,551,346
HOLLYWOOD USA		1,840,170
HOLLYWOOD USA		2,174,197
MAMA RUGI’S		2,201,454
MOVIES 10		1,560,196
MOVIES 5		1,560,195
MOVIES 6		1,560,194
MOVIES 8		1,560,193
REEL FAMILY TIME		3,030,614
STUDIO EATS		2,243,783
STUDIO EATS AND DESIGN		2,307,801
SUMMER MOVIE CLUBHOUSE		2,778,521
TAKE THE DIGITAL HIGHWAY BYPASS NO LINES ONLINE		2,610,424
THE BEST SEAT IN TOWN		2,390,351
TINSELTOWN		1,982,838
TINSELTOWN USA AND DESIGN		2,238,053
TREATING YOU LIKE A STAR		78/253,581

ASSIGNMENT AND ASSUMPTION

This ASSIGNMENT AND ASSUMPTION dated as of January [___], 2010 (this “Assignment and Assumption”) is made by Xxxxxx Commercial Paper Inc. (“Xxxxxx”) and Barclays Bank PLC (“Barclays”).

WHEREAS, pursuant to the Guarantee and Collateral Agreement, the Grantors granted to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all right, title or interest in or to all of their Intellectual Property, including those Copyrights listed on Schedule I hereto and proceeds of any and all of the foregoing;

WHEREAS, pursuant to the Guarantee and Collateral Agreement, the Borrower and the Administrative Agent executed a Grant of Security Interest in Copyright Rights dated as of October 5, 2006 (the “Copyright Security Agreement”), which was recorded with the United States Copyright Office on October 10, 2006 at Volume/Doc. No. 3543/604;

Xxxxxx hereby irrevocably, absolutely and unconditionally assigns to Barclays without recourse and without any representation or warranty of any kind, nature or description, except as expressly set forth in the Second Amendment, dated as of the date hereof (the “Appointment Agreement”) among, inter alia, Xxxxxx and Barclays, and Barclays hereby assumes from Xxxxxx, the interest in and to Xxxxxx’x rights and obligations under the Guarantee and Collateral Agreement and the Copyright Security Agreement, as of the Effective Date (as defined below).

From and after the Effective Date and as further set forth in the Appointment Agreement, (a) Barclays shall be a party to the Guarantee and Collateral Agreement and to the Copyright Security Agreement, shall have the rights and obligations of the Administrative Agent thereunder and shall be bound by the provisions thereof and (b) Xxxxxx shall, to the extent provided in this Assignment and Assumption and the Appointment Agreement, relinquish its

rights and be released from its obligations under the Guarantee and Collateral Agreement and the Copyright Security Agreement.

This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption to be executed by their respective duly authorized officers.


XXXXXX COMMERCIAL PAPER INC.,
as Existing Agent


By:

Name:
Title:

By:

Name:
Title:


Accepted:

BARCLAYS BANK PLC
as Successor Agent


By:

		Name:
		Title:


AGREED AND ACKNOWLEDGED:

CINEMARK USA, INC.
as Borrower


By:

		Name:
		Title:

SCHEDULE I to
ASSIGNMENT AND ASSUMPTION

U.S. Copyright Registrations


Copyright		Registration Number
Cinemark safety and security procedures		PAu 0-000-000
Cinemark CTS program		TXu 972-203

Annex II(a)

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxx

NOTICE OF RESIGNATION OF AGENT, NOTICE OF APPOINTMENT OF SUCCESSOR
AGENT, AND ASSIGNMENT OF MORTGAGE OR DEED OF TRUST

by and between

XXXXXX COMMERCIAL PAPER INC., as Assignor and Resigning Agent,

and

BARCLAYS BANK PLC, as Assignee and Successor Agent

Relating to Premises in:
[_________________]

Dated as of January 29, 2010

NOTICE OF RESIGNATION OF AGENT, NOTICE OF APPOINTMENT OF
SUCCESSOR AGENT, AND ASSIGNMENT OF MORTGAGE OR DEED OF TRUST

This NOTICE OF RESIGNATION OF AGENT, NOTICE OF APPOINTMENT OF SUCCESSOR AGENT, AND ASSIGNMENT OF MORTGAGE OR DEED OF TRUST (this “Instrument”), executed as of January 29, 2010, between XXXXXX COMMERCIAL PAPER INC., a debtor and debtor in possession under chapter 11 of the Bankruptcy Code, acting alone or through one or more of its branches as the Administrative Agent (in such capacities, “Resigning Agent”) under the Credit Agreement (as defined below), and BARCLAYS BANK PLC, as successor Administrative Agent (“Successor Agent”). We refer to the Credit Agreement, dated as of October 5, 2006, among Cinemark USA, Inc., the lenders party thereto, the Resigning Agent, and the other loan parties, agents and arrangers party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement.

In connection with the Credit Agreement, the mortgage or deed of trust described on Exhibit A attached hereto was granted by grantor or mortgagor referenced therein (the “Mortgagor”) to Resigning Agent (the “Security Instrument”), which Security Instrument covers the real property described on Exhibit B attached hereto.

In accordance with Section 9.9 (Successor Agents) and Section 10.6 (Successors and Assigns; Participations and Assignments) of the Credit Agreement, and pursuant to that certain Second Amendment, executed as of January 29, 2010 (the “Resignation”), Resigning Agent has resigned, effective as of January 29, 2010, as the Administrative Agent, and is hereby discharged from its duties under the Security Instrument, and Successor Agent hereby succeeds to and becomes vested with all the rights, powers, privileges and duties of the Administrative Agent under the Security Instrument.

1. Subject to, and in order to effectuate, and give notice of, the terms and intent of, the Resignation, effective from and after the date of this Instrument:

(a) Resigning Agent hereby assigns to Successor Agent, and Successor Agent hereby assumes, all of Resigning Agent’s right, title and interest as Administrative Agent, if any, in and to the Security Instrument and the property encumbered thereby, including all authority of Resigning Agent to act on behalf of the Secured Parties in enforcing, releasing, or assigning the Security Instrument;

(b) Resigning Agent, on behalf of the Secured Parties, assigns to Successor Agent, on behalf of the Secured Parties, and Successor Agent hereby assumes, on behalf of the Secured Parties, all of Resigning Agent’s right, title and interest as Administrative Agent, if any, in and to the Security Instrument and the property encumbered thereby;

(c) Successor Agent shall have the exclusive right, power, and authority to exercise all rights, remedies, powers, and authority that the Security Instrument would have permitted Resigning Agent to exercise, all without any joinder, confirmation, or ratification by Resigning Agent; and

(d) Wherever the Security Instrument refers to Resigning Agent, such reference shall be deemed to refer instead to Successor Agent.

2. Each of the foregoing assignments is made without representation, warranty, or recourse of any kind under this Instrument. Any such representations, warranties, or recourse shall be limited to the express terms of the Credit Agreement and the Resignation. Except as may be otherwise provided in the Resignation, Resigning Agent shall have no liability for any acts or omissions of Successor Agent under the Credit Agreement. Except as may be otherwise provided in the Resignation, Successor Agent shall have no liability for any acts or omissions of Resigning Agent under the Credit Agreement.

3. This Instrument may be executed by one or more of the parties to this Instrument on any number of separate counterparts with the same effect as if the signature thereto and hereto were upon the same instrument and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

4. Any provision of this Instrument which is prohibited or unenforceable in any jurisdiction or court shall, as to such jurisdiction or court, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction or court shall not invalidate or render unenforceable such provision in any other jurisdiction or court.

5. Neither this Instrument nor any terms hereof may be amended, supplemented or modified except by a written instrument executed by the parties hereto. This Instrument shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

6. This Instrument shall be governed by, and construed in accordance with, the laws of the State in which the real property covered by the Security Instrument is located.

IN WITNESS WHEREOF, Resigning Agent and Successor Agent have executed this Notice of Resignation of Agent, Notice of Appointment of Successor Agent, and Assignment of Mortgage or Deed of Trust as of the date first above-written.

[remainder of page intentionally left blank]


	XXXXXX COMMERCIAL PAPER INC., as Resigining Agent
	By:
		Name:
		Title:

ACKNOWLEDGMENT

State of ___________ )

County of _________ ) ss.:

On the ___day of ___in the year 2010 before me, the undersigned, personally appeared ___, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.





Signature and Office of individual
taking acknowledgment


	BARCLAYS BANK PLC, as Successor Agent
	By:
		Name:
		Title:


	By:
		Name:
		Title:

ACKNOWLEDGMENT

State of ___________ )

County of _________ ) ss.:





Signature and Office of individual
taking acknowledgment

EXHIBIT A

Security Instrument

EXHIBIT B

Legal Description

Annex II(b)

Mortgage Filings

•		290, Cinemark 10, 0000 Xx Xxxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxx, Lease

•		000, Xxxxxxxx 00, Xxx Xxxxxxxxx at Xxxxxx, 0000 X Xxxxxx Xx, Xxxx, Xxxxxxxx, Xxxxxxx, Lease

•		00488, CENTURY PARK 16, 0000 X. Xxxxx Xx., Xxxxxx, Xxxx, Xxxxxxx, Fee

•		00489, CENTURY GATEWAY 12, 770 North Xxxx, Tucson, Pima, Arizona, Fee

•		000, Xxxxxxxxxx 14, 17314 X-00, Xxxxxx, Xxxxxx, Xxxxxxxx, Lease

•		262, Movies 14, 000 Xxxx Xxxxxx, Xxxxx, Xxxxx, Xxxxxxxxxx, Lease

•		168, Movies 8 Hanford Mall, 0000 Xxxx Xxxxx Xxxx., Xxxxxxx, Xxxxx, Xxxxxxxxxx, Lease

•		000, Xxxxxxxxxx 22, 0000 X. Xxx. X, Xxxxxxxxx, Xxx Xxxxxxx , Xxxxxxxxxx, Fee

•		362, Cinemark 00, Xxxxxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, Lease

•		00426, CENTURY LARKSPUR, 000 Xxxxxxxx Xxxxxxx Xx., Xxxxxxxx, Xxxxx, Xxxxxxxxxx, Leased

•		00472, CENTURY XXXXXXX PLAZA, 00 Xxxxxxx Xxx, Xxxxxx, Xxxxx, Xxxxxxxxxx, Fee

•		00449, NORTHRIDGE 14, 000 Xxxxxxxxxx Xxxxxxxx Xxx. , Xxxxxxx, Xxxxxxxx , Xxxxxxxxxx, Leased

•		00396, CINEDOME 8, 000 Xxxxx Xx., Xxxx, Xxxx, Xxxxxxxxxx, Leased

•		00420, CENTURY STADIUM 25, 0000 X. Xxxxxxx Xxx., Xxxxxx, Xxxxxx, Xxxxxxxxxx, Leased

•		00418, CENTURY ROSEVILLE 14, 0000 Xxxxxx Xx., Xxxxxxxxx, Xxxxxx , Xxxxxxxxxx, Leased

•		00386, CENTURY STADIUM 14, 0000 Xxxxx Xxx, Xxxxxxxxxx, Xxxxxxxxxx, Xxxxxxxxxx, Leased

•		00416, CENTURY 14, 000 Xxxx Xxxxx Xx., Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx, Leased

•		00417, CENTURY LAGUNA 16, 0000 Xxx Xxxx Xxxx., Xxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxx, Leased

•		00476, CENTURY 00 XXXXXXXXX XXXX, 6233 Garfield Ave., Sacramento, Sacramento, California, Leased

•		125, Movies 8, 0000 Xxxxxxxxxxxx Xx., Xxxxx, Xxx Xxxxxxxxxx, Xxxxxxxxxx, Lease

•		126, Movies 10, 00000 Xxxxxxxx Xxxx, Xxxxx X, Xxxxxxxxxxx, Xxx Xxxxxxxxxx, Xxxxxxxxxx, Lease

•		297, Xxxxxx Valley 10, 00000 Xxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxxxxxxxx, Xxxxxxxxxx, Lease

•		00468, CENTURY CINEMA, 00 Xxxxx Xxxxx Xxxx., Xxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, Fee

•		217, Movies 14, 0000 Xxxxx Xxxxxx Xxxx, Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, Lease

•		00399, CENTURY CINEMA 16, 0000 X. Xxxxxxxxx Xxxx., Xxxxxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxxxx, Leased

•		12, Movies 8, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxx, Xxxxxxxxxx, Lease

•		10, Movies 8, 0000 Xxxxxx Xx., Xxxx Xxxx, Xxxxxx, Xxxxxxxxxx, Lease

•		00491, CENTURY STADIUM 16, 0000 Xxxx Xx., Xxxxxxx, Xxxxxxx, Xxxxxxxxxx, Leased

•		301, Cinemark 16 + IMAX, 3305 Cinema Point, Colorado Springs, El Paso, Colorado, Lease

•		304, Cinemark 16, 4721 South Timberline Road, Fort Collins, Larimer, Colorado, Lease

•		37, Movies 10, 0000 Xxxx Xxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx, Xxxxxxxx, Lease

•		000, Xxxxxxxxxx 20, 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxxxxx, Xxxxx, Xxxxxxx, Fee

•		000, Xxxxxxxxxx 20, 0000 Xxxxxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxx, Xxxxxxx, Lease

•		121, Movies 10, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx, Xxxxxxx, Lease

•		000, Xxxxxxxxxx 17, 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxx, Xxxxxxx, Lease

•		000, Xxxxxxxxxx 10, 0000 Xxxx Xxxxx Xxxxxx @ 0xx Xxxxxx, Xxxxxxx Xxxx, Xxxx, Xxxxxxxx, Lease

•		276, Cinemark 16, 6500 Rt. 00 Xxxxx Xxxxxxx, Xxxxxxxxx, Du Page , Illinois, Lease

•		238, Movies 10, 0000 X. Xxxxx Xxxxx 00, Xxxxxxx, Xxxxxxxx, Xxxxxxxx, Lease

•		171, Movies 8, 0000 Xxxxxxxx, Xxxxxx, Xxxx, Xxxxxxxx, Lease

•		223, Movies 10, 0000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxx, Xxxxxxxx, Lease

•		148, Greentree Cinema 10, 000 X Xxxxx Xxxx 000, Xxxxxxxxxxx, Xxxxx/Xxxxxxxx, Xxxxxxx, Lease

•		28, Movies 8, 0000 X. Xxxx 00 Xxxx, Xxxxxxxxxxxx, Xxxxxx , Xxxxxxx, Lease

•		30, Washington Market Movies 8, 00000 Xxxx Xxxxxxxxxx, Xxxxxxxxxxxx, Xxxxxx, Xxxxxxx, Lease

•		324, University Park 6 , 6424 Grape Road, Mishawaka, Saint Xxxxxx , Indiana,

•		264, Movies 12, 0000 Xxxxxxx Xxxxxx, Xxxx, Xxxxx, Xxxx, Lease

•		259, Tinseltown 20, 5500 Antioch, Merriam, Johnson, Kansas, Lease

•		162, Cinema 10, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxx, Xxxxxxxx, Lease

•		000, Xxxxxxxxx Xxxxx Movies 8, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx, Xxxxxxxx, Lease

•		199, Movies 10, 000 Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx, Xxxxxxxx, Lease

•		374, Cinemark 16, 0000 Xxxxxxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxx, Xxxxxxxx, Lease

•		245, Tinseltown Louisville, 0000 Xxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxx, Xxxxxxxx, Lease

•		000, Xxxxxxxx Xxxx Cinema 8, 000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, Xxxxxxxx, Lease

•		327, Cinemark 12, 0000 Xxxxxxxxxxx Xxxx, Xxxxxxx, XxXxxxxxx, Xxxxxxxx, Lease

•		252, Xxxxxxxxxx 00, 0000 Xxxxxxxxx Xxx, Xxxxxxxxxx, Caddo, Louisiana, Fee

•		348, Cinemark at Xxxxx Lake Mall , 548 West Xxxxx Lake Road , Lake Xxxxxxx, Calcasieu, Louisiana, Lease

•		213, Movies 10, 10995 North Mall Drive, Baton Rouge, East Baton Rouge, Louisiana, Lease

•		255, Movies 15, 000 Xxxxxxxxx Xxxxxx, X. Xxxxxx, Xxxxxxxx, Xxxxxxxxx, Fee

•		321, Cinemark, 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, Lease

•		292, Cinemark at RiverTown Crossings, 0000 Xxxxx Xxxx Xxxxxxx XX, Xxxxxxxxxx, Xxxx, Xxxxxxxx, Lease

•		000, Xxxxxxxx 00, Xxxxxxxx Xxxx

•		0000 00xx Xx. XX, Xxxxx Xxxxxx, Xxxx, Xxxxxxxx, Lease

•		129, Movies 16, 00000 XxXxxxxxx Xxxx #0000, Xxxxxx, Xxxxxx, Xxxxxxxx, Lease

•		52, Movies 8, 0000 Xxxxx Xxxxxx #00, Xxxxxxx, Xxxx Xxxxx, Xxxxxxxxx, Lease

•		000, Xxxxxxxxxx 17, 15171 Community Boulevard, Gulfport, Xxxxxxxx, Mississippi, Lease

•		124, Movies 8, 0000 Xxxxxx Xxxxxxxx Xxxx, Xxxxxx, Xxx, Xxxxxxxxxxx, Lease

•		274, Movies 17, 411 Riverwind Drive, Pearl, Rankin, Mississippi, Fee

•		000, Xxxxx Xxxxxxxx 0, 000 Xxxxx Xxxxxxxx Xxxx Center, Helena, Xxxxx and Xxxxx, Montana, Lease

•		00421, CENTURY SPARKS, 0000 Xxxxxxxxx Xxx., Xxxxxx, Xxxxxx, Xxxxxx, Leased

•		00000, XXXXXXX XXXX XXXX 16, 210 East Plumb Ln., Reno, Washoe, Nevada, Leased

•		187, Somerdale Movies 16, 000 Xxxxxxx, Xxxxxxxxx, Xxxxxx, Xxx Xxxxxx, Lease

•		14, Movies 8, 4591 San Mateo Northeast, Albuquerque, Bernalillo, New Mexico, Lease

•		178, Movies West, 0000 Xxxxx Xxxx XX , Xxxxxxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx,

•		00419, CENTURY RIO 24 PLEX, 4901 Pan American Fwy, NE, Albuquerque, Bernalillo, New Mexico, Leased

•		211, Movies 10, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx, Xxxxx Xxxxxxxx, Lease

•		000, Xxxxxxxx Xxxx 7 , 000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, Xxxxx Xxxxxxxx, Lease

•		243, Movies 12, 000 Xxxxx Xxxx, Xxxxxxxxx, Xxxxx, Xxxxx Xxxxxxxx, Lease

•		283, Cinemark (Cleveland), 0000 Xxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx, Xxxx, Lease

•		174, Cinemark Movies 10, 0000 Xxxxx Xxxx, Xxxxxxxx, Xxxx, Xxxx, Lease

•		172, Movies 12, 0000 Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, Xxxx, Lease

•		200, Movies 16, 000 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx, Xxxx, Lease

•		232, Movies 7, 0000 Xxxxxx Xxxxxx #000, Xxxxxxxx, Xxxxxxxx, Xxxx, Lease

•		342, Ontario Towne Shopping Center, 0000 Xxxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxx, Xxxx, Fee

•		139, Movies 10, 0000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxx, Xxxx, Lease

•		230, Movies 15 (Tinseltown), 0000 Xxxx Xxxxxx XX, Xxxxxx, Xxxxx, Xxxx, Lease

•		257, Xxxxxxxxxx 00, 0000 Xxxxxxxxx Commons Blvd., Macedonia, Summit, Ohio, Lease

•		34, Movies 10, 0000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxx, Xxxx, Lease

•		000, Xxxxxxxx Xxxx Cinema 5, 0000 X. Xxxx Xx., Xxxxxxx Xxxxx, Xxxx, Xxxx ,

•		000, Xxxxxxxxxx 20, 0000 Xxxxx XXX Xxxxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx, Oklahoma, Fee

•		41, Cinema 8, 000 X. Xxxxxxx Xxxx Xxxx., XxxxXxxxxx, Xxxxx, Xxxxxxxx,

•		265, Cinemark 17, 00000 X. 00xx Xxxxxx Xx., Xxxxx, Xxxxx, Xxxxxxxx, Fee

•		254, Tinseltown, 000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, Lease

•		116, Movies 12, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxx, Xxxxxx, Lease

•		000, Xxxxxxxxxx 17, 0000 Xxxxxxx, Xxxxxxxxxxx, Xxxx, Xxxxxx, Lease

•		000, Xxxxxxxx 00, Xxxxxxxxxx Xxxxx

•		000 Xxxxxxxxxx Xxxxx Xxx, Xxxxxx Township

•		(Tarentum), Allegheny, Pennsylvania, Lease

•		344, Cinemark Beaver Valley, 00 Xxxxxx Xxxx & Xxxxxxxxx Xx. 00 , Xxxxxx, Beaver, Pennsylvania, Lease

•		186, Movies 17, 0000 Xxxxxxx Xxxxx, Xxxx, Xxxx, Xxxxxxxxxxxx, Lease

•		279, Cinemark 20, 00 Xxxxxxxxx Xxxxxxxx Xxxx., Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, Fee

•		127, Movies 8 Xxxxxx Oakbrook II, 4488 Xxxxxx Road, Summerville, Dorchester, South Carolina, Lease

•		345, Cinemark at Coastal Grand, 0000 Xxxxxxx Xxxxx Xxxxxx , Myrtle Beach, Horry, South Carolina, Lease

•		00441, CENTURY STADIUM 14, 0000 Xxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxx, Fee

•		000, Xxxxxxxxxx 14, 000 Xxxx Xxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, Lease

•		31, Dollar Movies 16, 5036 Loop 000 Xxxxxxxxx, Xxx Xxxxxxx, Xxxxx, Xxxxx, Lease

•		350, Texarkana Pavillion 14, 0000 Xx. Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxx, Xxxxx, Lease

•		361, Cinemark 12, 0000 Xxxxxxxxxx Xxxxxxx Xxxxx , Xxxxxxxx, Xxxxxxxx, Xxxxx, Lease

•		182, Hollywood USA — CollegeStation, 0000 Xxxx Xxxxxx Xxxx, Xxxxxxx Xxxxxxx, Xxxxxx, Xxxxx,

•		18, Movies 10, 0000 Xxx Xxxxxxx 00, Xxxxxxxxxxx, Xxxxxxx , Xxxxx,

•		100, Movies 10, 000 X. 00xx Xx., Xxxxxxxxx, Xxxxxxx, Xxxxx, Lease

•		195, Cinemark , 000 X. Xxxxxxxxxx 00, Xxxxxxxxx, Xxxxxxx, Xxxxx,

•		314, Cinemark at Sunrise Mall, 0000 Xxxxx Xxxxxxxxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxxx, Lease

•		108, Movies 8, 000 Xxxxx Xxxxxxx, Xxxxx, Xxxxxx, Xxxxx, Lease

•		231, Tinseltown Movies 20, 0000 Xxxxxx Xxxxxxx, Xxxxx, Xxxxxx, Xxxxx, Fee

•		251, Cinemark 24, 0000 Xxxxxxx Xxxxxxxxxx, Xxxxx, Xxxxxx, Xxxxx, Fee

•		370, Cinemark Star Creek 16, 000 Xxxxx Xxxxxxx 000, Xxxxx, Xxxxxx, Xxxxx, Lease

•		35, Movies 14, 0000 X. Xxxxxxxx Xxx Xxxx, Xxxxxxxxx, Xxxxxx, Xxxxx,

•		000, Xxxxx Xxxx Xxxxx Center, 000 Xxxxxx Xxxx, XX Xxxxx 00, Xxxxx Xxxx, Xxxxxx, Xxxxx, Fee

•		203, Vista Ridge-Movies 8, 000 Xxx Xxxx Xxxx., Xxxxxxxxxx, Xxxxxx, Xxxxx, Lease

•		359, Cinemark 14, 2825 Wind River lane & X.X. 00, Xxxxxx, Xxxxxx, Texas, Fee

•		00430, CENTURY 12 ODESSA, 0000 Xxxxxxx Xxxxx Xx., Xxxxxx, Xxxxx, Xxxxx, Fee

•		241, Tinseltown, 0000 Xxxxxx Xxxxxx, Xx Xxxx, Xx Xxxx, Xxxxx,

•		367, Cinemark 00, Xxxxx Xxxxx Xxxx, Xx Xxxx, Xx Xxxx, Xxxxx, Lease

•		98, Cinema 6, 0000 X. Xxxxxxxxxx, Xxxxxxxxxxxx, Xxxxx, Xxxxx, Lease

•		375, Brazos Town Center 12, Brazos Town Center, Rosenberg, Fort Bend, Texas, Lease

•		175, Movies 12, 10000 Xxxxx X. Xxxxx Expwy, Texas City, Galveston, Texas, Lease

•		339, Xxxxxxx Town Center 12, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxx, Lease

•		216, Tinseltown Movies 17, 0000 Xxxx Xxxxxxx Xxxxx, Xxx Xxxxxxxxx, Xxxxxx, Xxxxx, Lease

•		000, Xxxxxxxxxx 17, 00000 X-00 Xxxx@Xxxxxx Xx, Xxxxxxx Xxxx, Xxxxxx, Xxxxx, Lease

•		000, Xxxxxxxxxx 17, 0000 X. Xxxxx Xxxxxxx Xxxxx, Xxxx, Xxxxxx, Xxxxx, Lease

•		295, Cinemark 18, 00000 Xxxx Xxxxxxx, Xxxxxxx, Xxxxxx, Xxxxx, Lease

•		373, Cinemark 12, 00000 Xxxxxxx 000, Xxxxxxx, Xxxxxx, Xxxxx, Lease

•		330, Athens Cinema 4, 000 Xxxx Xx., Xxxxxx, Xxxxxxxxx, Xxxxx,

•		212, Movies 10, 0000 X. Xxxxxxxxxx 00, Xxxxxxx, Xxxxxxx, Xxxxx,

•		93, Movie 17, 000 X Xxxxxx Xxxx , XxXxxxx, Xxxxxxx , Xxxxx,

•		261, Tinseltown, 0000 Xxxx Xxxxxxxxxx 00, Xxxxxxx, Xxxxxxx, Xxxxx, Fee

•		94, Cinema 6, 0000 X. Xxxxxxxxx Xx., Xxxxxxxx, Xxxxxxx, Xxxxx,

•		210, Movies 8, 0000 XX Xxxx 000, Xxxxx, Xxxxx , Xxxxx,

•		69, Movie 16, 0000 00xx Xx., Xxxxxxx, Xxxxxxx, Xxxxx,

•		000, Xxxxxxxxxx 17, 0000 00xx Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxx, Lease

•		000, Xxxx Xxxxxxx 0, Xxxx xx xxx Xxxxxxx

•		000 X Xxxx Xxx, Xxxxx Xxxx, Xxxxxxxx, Xxxxx, Lease

•		000, Xxxxxx Xxxxxx 0, Xxxxxx Xxxxxx at The Woodlands, The Woodlands, Xxxxxxxxxx, Texas, Lease

•		96, Cinema IV, 0000 Xxxx 0xx Xxxxxx., Xxxxxxxxx , Xxxxxxx , Xxxxx,

•		96, Cinema IV, 0000 Xxxx 0xx Xxxxxx., Xxxxxxxxx , Xxxxxxx , Xxxxx, 00000, CENTURY 16 or

		Corpus Christi 16, 6685 South Padre Island, Corpus Christi, Nueces, Texas, Fee

•		247, Hollywood USA, 0000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxx, Xxxxx, Fee

•		352, The Harbor 12, The Harbor Shopping Center

•		0000 Xxxxxx Xxx Xx, Xxxxxxxx, Xxxxxxxx, Xxxxx, Lease

•		118, Movies 8, 0000 Xxxxxxxxx Xxxx 000, X. Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx, Lease

•		000, Xxxxxxxx 00, Xxxxxxxxx Xxxx Center West

•		2041 Hwy 000 X XXX 000, Xxxxxxxxx, Xxxxxxx, Xxxxx, Lease

•		208, Tinseltown USA, 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx, Xxxxx,

•		00429, CENTURY 12 ABILENE, 3818 Xxxx Xxxx Drive, Abilene, Taylor, Texas, Fee

•		000, Xxxxxxxxxx 14, 0000 Xxxxxxxx Xxx, Xxx Xxxxxx, Xxx Xxxxx, Xxxxx, Lease

•		229, Movies 8, 0000 Xxxxxx X, Xxx Xxx, Xxx Xxxxx, Xxxxx, Lease

•		312, Movies 12, 7806 North Xxxxxxx, Xxxxxxxx, Victoria, Texas, Lease

•		189, Movies 12, 0000 Xxx Xxxxxxxx, Xxxxxx, Xxxx, Xxxxx, Lease

•		000, Xxxxxx Xxxxxx 00, Xxxxxx Xxxxxx Shopping Center

•		0000 Xxxxxxxx Xxx, Xxxxxxx Xxxxx, Xxxxxxx , Xxxxx, Lease

•		58, Movies 8, 0000 X. Xxxx Xxxx Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx , Xxxxx, Lease

•		119, Movies 17, 720 West 0000 Xxxxx, Xxxxxx, Xxxxx, Xxxx, Lease

•		54, Sugarhouse Movies 10, 0000 X. Xxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxx, Lease

•		288, Cinemark at Jordan Landing, 0000 X. Xxxxxx Xxxxxxx, Xxxx Xxxxxx, Xxxx Xxxx, Xxxx, Lease

•		00431, CENTURY 16, 125 East 0000 Xxxxx , Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxx, Leased

•		335, Cinemark 4, 0000 Xxxx Xxxxxx, Xxxx Xxxx, Xxxxxx, Xxxx, Lease

•		89, Movies 8, 0000 X. Xxxxxxxxxx Xxxxxxx, Xxxxx, Xxxx, Xxxx, Lease

•		285, Cinemark-Provo, 0000 Xxxx Xxxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxx, Xxxx, Xxxx, Lease

•		343, Cinemark 12, 000 Xxxx 000 Xxxxx, Xxxxxxxx Xxxx, Xxxx, Xxxx, Lease

•		240, Tinseltown 14, 36th & Wall Avenue, Ogden, Weber, Utah, Lease

•		000, Xxxxxxxxxx 14, 0000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxxxx, Lease

•		113, Movies 10, 0000 Xxxxxxxx Xxxxxxxx Xxxx #000, Xxxxxxxxx, Xxxxxxxxx Xxxx, Xxxxxxxx, Lease

•		000, Xxxxxxxx@Xxxxxxxx Xxxxxx-Xxxxxxx, 000 X. Xxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx Xxxx, Xxxxxxxx, Lease

•		364, Cinemark 10, 0000 Xxxxxxxxxxx Xxxx — Xxxx Xx. 000 , Xxxxxxxxxx, Xxxxxxxx, Xxxx Xxxxxxxx, Lease

•		244, Tinseltown, 7101 00xx Xxxxx, Xxxxxxx, Xxxxxxx, Wisconsin, Lease

•		00433, CENTURY 16, 000 Xxxx 00xx Xxx., Xxxxxxxxx, Xxxxxxxxx, Xxxxxx, Leased

•		00435, CENTURY EL CON 20, 3601 E. Broadway, Tucson, Pima, Arizona, Leased

•		00000, XXXXXXX XXXX XXXXX 20, 15870 E. Broadway Blvd., Tucson, Pima, Arizona, Leased

•		00423, CENTURY 25 UNION LANDING, 00000 Xxxxx Xxxxxxx, Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxx, Leased

•		00393, CINÉARTS 5 @ PLEASANT HILL, 0000 Xxxxxxxx Xxxx., Xxxxxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxxxxxx, Leased

•		00446, CENTURY HILLTOP 16, 0000 Xxxxx Xxx, Xxxxxxxx, Xxxxxx Xxxxx, Xxxxxxxxxx, Leased

•		00466, WALNUT CREEK 14, 0000 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxxxx, Leased

•		00470, CENTURY NORTHGATE , 0000 Xxxxxxxxx Xxxxx, Xxx Xxxxxx, Xxxxx, Xxxxxxxxxx, Leased

•		00473, CINÉARTS SEQUOIA, 00 Xxxxxxxxxxxx Xxx., Xxxx Xxxxxx, Xxxxx, Xxxxxxxxxx, Leased

•		00436, MONTEREY 13, 0000 Xxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx, Xxxxxxxxxx, Leased

•		00482, HUNTINGTON BEACH, 0000 Xxxxxxx Xxx., Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx, Leased

•		00479, CENTURY @ THE RIVER, 71800 Hwy 000, Xxxxx X-000, Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx, Leased

•		00448, DOWNTOWN PLAZA, 445 Downtown Plaza, Sacramento, Sacramento, California, Leased

•		00392, CINÉARTS AT THE EMPIRE, 00 Xxxx Xxxxxx Xxx., Xxx Xxxxxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, Leased

•		00437, CENTURY 12 SAN MATEO, 000 Xxxx 0xx Xxxxxx, Xxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx, Leased

•		00444, CENTURY 20 XXXX CITY, 0000 Xxxxxxxx Xxxxx Xxxx., Xxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx, Leased

•		00440, CENTURY 20 GREAT MALL , 0000 Xxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxx Xxxxx, Xxxxxxxxxx, Leased

•		00474, XXXXXXX ROW 6, 0000 Xxxxx Xxxxx, Xxx Xxxx, Xxxxx Xxxxx, Xxxxxxxxxx, Leased

•		00445, VALLEJO 14, 000 Xxxxx Xx., Xxxxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxx, Xxxxxxxxxx, Leased

•		00422, CENTURY 10 DOWNTOWN, 000 X. Xxxx Xx. , Xxxxxxx, Xxxxxxx, Xxxxxxxxxx, Leased

•		00427, CENTURY 00 XXXXXXX XXXX, 00000 Xxxx 00xx Xxxxxx, Xxxxx 000

•		000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx , Leased

•		00428, CENTURY AURORA, 00000 Xxxx Xxxxxxx Xxx., Xxxxxx, Xxxxx, Colorado, Leased

•		00478, CENTURY 16 BEL MAR, 440 X. Xxxxxx St., Lakewood, Jefferson, Colorado, Leased

•		00439, EVANSTON 18 / CINÉARTS 6, 0000 Xxxxx Xxx., Xxxxxxxx, Xxxx, Xxxxxxxx , Leased

•		00481, DEER PARK 16, 00000 X. Xxxxx Xxxxxxx, Xxxx Park, Lake/La Salle, Illinois , Leased

•		00480, JORDAN CREEK 20, 000 Xxxxxx Xxxxx Xxxxxxx. Bldg. 0000, X. Xxx Xxxxxx, Xxxx, Xxxx, Leased

•		00424, CENTURY ORLEANS, 0000 Xxxx Xxxxxxxxx Xxxx., Xxx Xxxxx, Xxxxx, Xxxxxx, Leased

•		00438, CENTURY SUNCOAST 16, 0000 Xxxx Xx., Xxx Xxxxx, Xxxxx, Xxxxxx, Leased

•		00442, CENTURY 18 SAM’S TOWN, 0000 Xxxxxxx Xxx., Xxx Xxxxx, Xxxxx, Xxxxxx, Leased

•		00484, SANTA FE STATION, 0000 X. Xxxxxx, Xxx Xxxxx, Xxxxx, Xxxxxx, Leased

•		00486, CENTURY SOUTH COAST, 9705-9777 Las Vegas Blvd. South, Las Vegas, Xxxxx, Nevada, Leased

•		00443, CENTURY RIVERSIDE, 00 X. Xxxxxx Xx., Xxxx, Xxxxxx, Nevada, Leased

•		00447, CENTURY 14 DOWNTOWN ALBUQ., 000 Xxxxxxx Xxx. XX, Xxxxxxxxxxx, Xxxxxxxxxx, Xxx Xxxxxx, Leased

•		00432, CENTURY 16 EASTPORT PLAZA, 0000 XX 00xx Xxx., Xxxxxxxx, Xxxxxxxxx, Xxxxxx, Leased

•		00483, CENTURY 16 CEDAR HILLS, 0000 XX Xxxxxx Xxx., Xxxxxxxxx, Xxxxxxxxxx, Xxxxxx, Leased

•		00487, CENTURY 00 XXXXX XXXXXXX, 0000 X. Xxxxx Xxxx Xxx., Xxxxx, Xxxx Xxxx, Xxxx, Leased

•		0000, Xxxxxxx, Xxxxxxx, Xxxxxxxxxx

•		Ultra Star Cinemas ISA, INC., El Centro, Imperial, California

•		0000, Xxxxxxxx, , Xxxxx Xxxxxx, Xxx Xxxxxxxxxx, Xxxxxxxxxx

•		0000 Xx Xxxxxx Xxxx, Xxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx, Sub-Leasehold

•		Yuba City, Xxxxxx, California

•		Oxnard, Ventura, California

•		000, Xxxxxxx, Xxxxxxx, Xxxxxxxx, Leasehold

•		1044, Joliet, Will, Illinois, Leasehold

•		Baton Rouge, East Baton Rouge, Louisiana

•		Colony Square Market, Muskingum, Ohio, Leasehold

•		Xxxxxxxxx Xxxx, , , Xxxxxxxxx, Xxxxxx, Leasehold

•		0000, Xxxxxx Xxxxxxx, Xxxx, Xxxxx, Leasehold

•		0000, Xxx Xxxxxxx, , , Xxxxx, Xxxxx

•		000, Xxx Xxxx, Xxxxxx, Xxxxx

•		000, Xxxxx Xxxx, , , Xxxxxxxxxx, Xxxxx

•		0000, Xxxxx Xxxx, , , Xxxxxxxxxx, Xxxxx

•		1041, , , Orem, Utah, Utah, Leasehold

Annex III

A. UCC-1 Filings:

Organization Name
CNMK Holdings, Inc.
CNMK Investments, Inc.
Cinemark Investments Corporation
Cinemark Leasing Company
Cinemark Mexico (USA), Inc.
Cinemark Partners I, Inc.
Cinemark Properties, Inc.
Cinemark USA, Inc.
Cinemark, Inc.
Cinemark, L.L.C.
Greeley Holdings, Inc.
Laredo Theatre, Ltd.
Multiplex Properties, Inc.
Multiplex Services, Inc.
Sunnymead Cinema Corp.
Trans Texas Cinema, Inc.

B. UCC-3 Filings:


	Initial Financing
Organization Name	Statement File Number	Filing Date
CNMK Holding, Inc.	63467909	October 5, 2006
CNMK Investments, Inc.	63467404	October 5, 2006
Cinemark Leasing Company	06-0033217608	October 5, 2006
Cinemark Mexico (USA), Inc.	63467792	October 5, 2006
Cinemark Partners I, Inc.	06-0033217597	October 5, 2006
Cinemark Properties, Inc.	06-0000000000	October 5, 2006
Cinemark, Inc.	63467792	October 5, 2006
Cinemark, L.L.C.	06-003321735	October 5, 2006
Greeley Holdings, Inc.	06-0033217264	October 5, 2006
Laredo Theatre, Ltd.	06-0033217820	October 5, 2006
Multiplex Properties, Ltd.	63467149	October 5, 2006
Multiplex Services, Inc.	06-0033216910	October 5, 0000
Xxxxxxxxx Cinema Corp.	067087534828	October 5, 0000
Xxxxx Xxxxx Cinema, Inc.	06-0033216798	October 5, 2006
Cinemark Investments Corporation	2009 3833347	December 1, 2009

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Table of Contents

SECOND AMENDMENT

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