SUPPLEMENTAL INDENTURE
EXHIBIT 4.1
FOURTH SUPPLEMENTAL INDENTURE dated as of March 20, 2007, between CINEMARK USA, INC., a
Texas corporation (the “Company”), the subsidiaries of the Company parties hereto (the
“Guarantors”) and THE BANK OF NEW YORK TRUST COMPANY, N.A. (as successor to The Bank of New York
Trust Company of Florida, N.A.), as trustee (the “Trustee”), to the Indenture, dated as of February
11, 2003 (as amended by the First Supplemental Indenture thereto, dated as of May 7, 2003, the
Second Supplemental Indenture thereto dated November 11, 2004 and the Third Supplemental Indenture
thereto dated as of October 5, 2006, the “Indenture”) among the Company, the Guarantors and the
Trustee.
WHEREAS the Company and the Trustee have heretofore executed and delivered to the Trustee the
Indenture providing for the issuance of the Company’s 9% Senior Subordinated Notes due 2013 (the
“Notes”);
WHEREAS there are now outstanding under the Indenture Notes in the aggregate principal amount
of $332,250,000;
WHEREAS Section 9.2 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 of the Notes
then outstanding, enter into a supplemental indenture for the purpose of amending the Indenture;
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 March 6, 2007, 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 (the “Proposed Amendments”);
WHEREAS, the Company has been authorized by a resolution of its Board of Directors to enter
into 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, the
Guarantors and the Trustee hereby agree as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
Section 1.01 Amendments to Articles Four, Five and Six. Upon written notification to the
Trustee by the Company that it has accepted for purchase and payment (the “Early Settlement Date”)
pursuant to the Offer to purchase all of the Notes validly tendered at or prior to 12:00 midnight,
New York City time, on March 19, 2007 pursuant to the Statement and any amendments, modifications
or supplements thereto, then automatically (without further act by any Person), with respect to the
Notes:
(a) the Company shall be released from its obligations under the following sections of the
Indenture: Section 4.3 (Provisions of Reports and Other Information); Section 4.4 (Compliance
Certificate); Section 4.5 (Taxes); 4.6 (Stay, Extension and Usury Laws); Section 4.7 (Limitation on
Restricted Payments); Section 4.8 (Limitation on Dividend and Other Payment Restrictions Affecting
Restricted Subsidiaries); Section 4.9 (Limitation on Indebtedness); Section 4.10 (Limitation on
Asset Sales); Section 4.11 (Limitation on Transactions with Affiliates); Section 4.12 (Limitation
on Liens); Section 4.13 (Limitation on Layering Debt); Section 4.14 (Change of Control); Section
4.15 (Corporate Existence); Section 4.16 (Covenant with Respect to Cinemark International and its
Subsidiaries); Section 4.18 (Additional Subsidiary Guarantors); Section 5.1 (Merger, Consolidation,
or Sale of Assets); Section 5.2 (Successor Company Substituted); Section 11.4 (Guarantors May
Consolidate, etc., on Certain Terms) and Section 11.6 (Additional Subsidiary Guarantees);
(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 6.1(d), (e), (f), (g) and (h) shall no
longer constitute Events of Default;
(d) the last sentence of Section 8.4 (including subsections (i) through (iv)) is hereby
deleted; and
(e) all definitions set forth in Section 1.1 of the Indenture that relate to defined terms
used solely in covenants or sections deleted hereby are deleted in their entirety.
ARTICLE II
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.
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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.
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 said Act 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 9.2 and 9.6 of the Indenture; provided, that the amendments to the Indenture
set forth in Section 1.01 of this Supplemental Indenture shall become operative 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.
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.
[Signature Pages Follow]
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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 USA, INC.
SUNNYMEAD CINEMA CORP.
CINEMARK MEXICO (USA), INC
CINEMARK INVESTMENTS CORPORATION
CINEMARK LEASING COMPANY
CINEMARK PARADISO, INC.
CINEMARK PARTNERS I, INC.
CINEMARK PROPERTIES, INC.
MISSOURI CITY CENTRAL 6, INC.
MULTIPLEX SERVICES, INC.
TRANS TEXAS CINEMA, INC.
CINEMARK, L.L.C.
CENTURY THEATRES, INC.
CENTURY THEATRES NG, LLC
CENTURY THEATRES SEATTLE, LLC
CENTURY THEATRES SUMMIT SIERRA, LLC
CINEARTS, LLC
CINEMARTS SACRAMENTO, LLC
CORTE MADERA THEATRES, LLC
MARIN THEATRE MANAGEMENT, LLC
NBE, INC.
NORTHBAY THEATRES, LLC
NOVATO THEATRES, LLC
SAN XXXXXX THEATRES, LLC
SUNNYMEAD CINEMA CORP.
CINEMARK MEXICO (USA), INC
CINEMARK INVESTMENTS CORPORATION
CINEMARK LEASING COMPANY
CINEMARK PARADISO, INC.
CINEMARK PARTNERS I, INC.
CINEMARK PROPERTIES, INC.
MISSOURI CITY CENTRAL 6, INC.
MULTIPLEX SERVICES, INC.
TRANS TEXAS CINEMA, INC.
CINEMARK, L.L.C.
CENTURY THEATRES, INC.
CENTURY THEATRES NG, LLC
CENTURY THEATRES SEATTLE, LLC
CENTURY THEATRES SUMMIT SIERRA, LLC
CINEARTS, LLC
CINEMARTS SACRAMENTO, LLC
CORTE MADERA THEATRES, LLC
MARIN THEATRE MANAGEMENT, LLC
NBE, INC.
NORTHBAY THEATRES, LLC
NOVATO THEATRES, LLC
SAN XXXXXX THEATRES, LLC
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President—General Counsel | |||
CNMK INVESTMENTS, INC.
MULTIPLEX PROPERTIES, INC.
CNMK DELAWARE INVESTMENTS I, L.L.C.
CNMK DELAWARE INVESTMENTS II, L.L.C.
MULTIPLEX PROPERTIES, INC.
CNMK DELAWARE INVESTMENTS I, L.L.C.
CNMK DELAWARE INVESTMENTS II, L.L.C.
By: | /s/ Xxxxxx Xxxxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxxxx | |||
Title: | Secretary | |||
CNMK DELAWARE INVESTMENT PROPERTIES, LTD., by CNMK Delaware Investments I,
L.L.C., its general partner
By: | /s/ Xxxxxx Xxxxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxxxx | |||
Title: | Secretary | |||
Signature Page — Supplemental Indenture
LAREDO THEATRE, LTD.,
by CNMK TEXAS PROPERTIES, LTD., its general partner,
by Sunnymead Cinema Corp., the general partner of
CNMK Texas Properties, Ltd.
by CNMK TEXAS PROPERTIES, LTD., its general partner,
by Sunnymead Cinema Corp., the general partner of
CNMK Texas Properties, Ltd.
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President—General Counsel | |||
CNMK TEXAS PROPERTIES, LTD.
by Sunnymead Cinema Corp., the general partner of
CNMK Texas Properties, Ltd.
by Sunnymead Cinema Corp., the general partner of
CNMK Texas Properties, Ltd.
By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President—General Counsel | |||
THE BANK OF NEW YORK TRUST COMPANY,
N.A. (as successor to The Bank of New York Trust Company of Florida, N.A.), as Trustee
N.A. (as successor to The Bank of New York Trust Company of Florida, N.A.), as Trustee
By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Assistant Vice President | |||
Signature Page — Supplemental Indenture