REAFFIRMATION AGREEMENTReaffirmation Agreement • February 28th, 2013 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York
REAFFIRMATION AGREEMENT, dated as of December 18, 2012 (this “Agreement”), among CINEMARK USA, INC. (the “Borrower”), CINEMARK HOLDINGS, INC., (“Parent”), and the undersigned Subsidiaries of the Borrower (the “Subsidiary Guarantors” and together with Partent and the Borrower, the “Reaffirming Parties” and individually each a “Reaffirming Party”) and BARCLAYS BANK PLC, as administrative agent (the “Administrative Agent”) under the Amendment and Restatement referred to below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Amendment and Restatement.
ASSET PURCHASE AGREEMENT by and among RAVE REAL PROPERTY HOLDCO, LLC AND CERTAIN OF ITS SUBSIDIARIES, RAVE CINEMAS, LLC and RC PROCESSING, LLC, as Sellers, and CINEMARK USA, INC., as Buyer Dated as of November 16, 2012Asset Purchase Agreement • February 28th, 2013 • Cinemark Holdings, Inc. • Services-motion picture theaters • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of November 16, 2012, is made by and among Rave Cinemas, LLC, a Delaware limited liability company (“Rave Cinemas”), Rave Real Property Holdco, LLC, a Delaware limited liability company (“Theater Seller”), each of Theater Seller’s subsidiaries listed on the signature pages hereto (collectively, “Theater Seller Subs”), RC Processing, LLC, an Ohio limited liability company (“RC Processing”, and together with Theater Seller, Theater Seller Subs and Rave Cinemas, each a “Seller” and collectively, “Sellers”), and Cinemark USA, Inc., a Texas corporation (“Buyer”).
