##### Table of Contents





As filed with
    the Securities and Exchange Commission on July 1,
    2011
 Registration
    No. 333-
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form S-4
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
 Cinemark USA, Inc.
 (Exact name of Registrant as
    Specified in Its Charter)
  Texas

7832

75-2206284(State or Other Jurisdiction
    of
    Incorporation or Organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)       Additional Subsidiary Guarantor Registrants Listed on
    Following Page
 3900 Dallas Parkway, Suite 500
 Plano, Texas 75093
 (972) 665-1000
 (Address, Including Zip Code,
    and Telephone Number, Including Area Code, of Registrants
    Principal Executive Offices)
  Michael Cavalier, Senior Vice President  General
    Counsel
 3900 Dallas Parkway, Suite 500
 Plano, Texas 75093
 (972) 665-1000
 (Name, Address, Including Zip
    Code, and Telephone Number, Including Area Code, of Agent for
    Service)
      With a copy to:
 Terry M. Schpok, P.C.
 Akin Gump Strauss Hauer & Feld LLP
 1700 Pacific Avenue, Suite 4100
 Dallas, Texas 75201
 Telephone:
    (214) 969-2800
  Approximate date of commencement of proposed sale to the
    public:
      o
  o
  o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o     Rule 13e-4(i) o
  Rule 14d-1(d) o
      CALCULATION
    OF REGISTRATION FEE
  Proposed Maximum


Proposed Maximum


Amount ofTitle of Each Class of


Amount to be


Offering Price


Aggregate


RegistrationSecurities to be Registered


Registered


per Unit


Offering Price


Fee(1)7.375% Senior Subordinated Notes due 2021


$200,000,000


100%


$200,000,000


$23,220Guarantees of Senior Subordinated Notes(2)











None(3)   (1)
    
    Calculated pursuant to Rule 457 under the Securities Act of
    1933, as amended.(2)
    
    Each of the subsidiaries of Cinemark USA, Inc. that is listed as
    an Additional Subsidiary Guarantor Registrant on the following
    page has guaranteed the Exchange Notes being registered pursuant
    hereto.(3)
    
    Pursuant to Rule 457(n) of the Securities Act of 1933, as
    amended, no separate fee for the guaranties is payable.  The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933, as amended, or until this
    Registration Statement shall become effective on such date as
    the Securities and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




---



##### Table of Contents





ADDITIONAL
    SUBSIDIARY GUARANTOR REGISTRANTS
  Exact Name of Subsidiary

State of Incorporation or

I.R.S. Employer IdentificationGuarantor(1)

Organization

NumberCinemark, L.L.C.

Texas

75-2062783Sunnymead Cinema Corp.

California

94-2869919Cinemark Properties, Inc.

Texas

75-2297865Greeley Holdings, Inc.

Texas

75-2297693Trans Texas Cinema, Inc.

Texas

75-2284479Cinemark Mexico (USA), Inc.

Texas

52-2071251Cinemark Leasing Company

Texas

75-2500194Cinemark Partners I, Inc.

Texas

75-2552022Multiplex Services, Inc.

Texas

75-2705368CNMK Texas Properties, LLC

Texas

42-1562935Brasil Holdings, L.L.C.

Delaware

20-1426892Cinemark Concessions, LLC.

Florida

26-4447062Century Theatres, Inc.

California

51-0368667Marin Theatre Management, LLC

California

N/ACentury Theatres NG, LLC

California

N/ACinearts, LLC

California

N/ACinearts Sacramento, LLC

California

N/ACorte Madera Theatres, LLC

California

N/ANovato Theatres, LLC

California

N/ASan Rafael Theatres, LLC

California

N/ANorthbay Theatres, LLC

California

N/ACentury Theatres Summit Sierra, LLC

California

N/ACentury Theatres Seattle, LLC

California

N/ACNMK Investments, Inc.

Delaware

14-1861725Multiplex Properties, Inc.

Delaware

74-2890180Laredo Theatre, Ltd.

Texas

75-2585259     (1)
    
    The address for each of the additional subsidiary guarantor
    registrants is 3900 Dallas Parkway, Plano, TX 75093.




---



##### Table of Contents



The
information in this prospectus is not complete and may be
changed. We may not exchange these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.


SUBJECT TO COMPLETION, DATED
    JULY 1, 2011
  PRELIMINARY PROSPECTUS
  
 CINEMARK USA, INC.
 Offer to Exchange
 all outstanding
    7.375% Senior Subordinated Notes due 2021
 ($200,000,000 aggregate
    principal amount)
 for
 7.375% Senior Subordinated
    Notes due 2021
 which have been registered
    under the Securities Act of 1933, as amended
  The exchange offer will expire at midnight, New York City
    time,
    on          ,
    2011, unless we extend the exchange offer. We do not currently
    intend to extend the exchange offer.
  
    We are offering to exchange up to $200,000,000 aggregate
    principal amount of new 7.375% Senior Subordinated Notes
    due 2021, or Exchange Notes, which have been registered under
    the Securities Act of 1933, as amended, or the Securities Act,
    for an equal principal amount of our outstanding
    7.375% Senior Subordinated Notes due 2021, or Initial
    Notes, issued in a private offering on June 3, 2011. We
    refer to the Exchange Notes and the Initial Notes collectively
    as the Notes.
    We will exchange all Initial Notes that are validly tendered and
    not validly withdrawn prior to the closing of the exchange offer
    for an equal principal amount of Exchange Notes that have been
    registered.
    You may withdraw tenders of Initial Notes at any time prior to
    the expiration of the exchange offer.
    The terms of the Exchange Notes to be issued are identical in
    all material respects to the Initial Notes, except for transfer
    restrictions and registration rights that do not apply to the
    Exchange Notes, and different administrative terms.
    The Exchange Notes, together with any Initial Notes not
    exchanged in the exchange offer, will constitute a single class
    of debt securities under the indenture governing the Notes.
    The exchange of Initial Notes will not be a taxable exchange for
    United States federal income tax purposes.
    We will not receive any proceeds from the exchange offer.
    No public market exists for the Initial Notes. We do not intend
    to list the Exchange Notes on any securities exchange and,
    therefore, no active public market is anticipated.  See Risk Factors beginning on page 14 for a
    discussion of factors that you should consider before tendering
    your Initial Notes.
    Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or passed upon the adequacy or accuracy of this
    prospectus. Any representation to the contrary is a criminal
    offense.




---



##### 





TABLE OF
    CONTENTS
   
 PageProspectus Summary


1Ratio of Earnings to Fixed Charges


13Risk Factors


14Use of Proceeds


27The Exchange Offer


28Capitalization


40Selected Historical Consolidated Financial and
    Operating Data


41Managements Discussion and Analysis of
    Financial Condition and Results of Operations


43Business


62Management


75Security Ownership of Certain Beneficial Owners
    and Management


100Certain Relationships and Related Party
    Transactions


101Description of Exchange Notes


103Book-Entry Settlement and Clearance


148Description of Certain Debt Instruments


151Certain United States Federal Tax Consequences


154Accounting Treatment


154Certain ERISA Considerations


155Plan of Distribution


157Legal Matters


158Experts


158EX-5EX-12EX-21EX-23.1EX-25EX-99.1EX-99.2EX-99.3EX-99.4      (972) 665-1000.
  IN ORDER TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE
    INFORMATION NO LATER
    THAN          ,
    2011, WHICH IS FIVE BUSINESS DAYS BEFORE THE EXPIRATION DATE OF
    THE EXCHANGE OFFER UNLESS WE DECIDE TO EXTEND THE EXPIRATION
    DATE.
  WHERE YOU
    CAN FIND MORE INFORMATION




---



##### Table of Contents



Forms 10-Q 10-K Form 8-K
    MARKET
    AND INDUSTRY DATA
        TRADEMARKS,
    TRADE NAMES AND SERVICE MARKS
   ii




---



##### Table of Contents



CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
    
    future revenues, expenses and profitability;
    the future development and expected growth of our business;
    projected capital expenditures;
    attendance at movies generally, or in any of the markets in
    which we operate;
    the number or diversity of popular movies released and our
    ability to successfully license and exhibit popular films;
    national and international growth in our industry;
    competition from other exhibitors and alternative forms of
    entertainment; and
    determinations in lawsuits in which we are defendants.   iii




---



##### Table of Contents



PROSPECTUS
    SUMMARY  This summary contains basic information about us and the
    exchange offer. This summary may not contain all of the
    information that is important to you. You should read this
    summary together with the entire prospectus, including the more
    detailed information in our consolidated financial statements
    and related notes and schedules incorporated by reference in
    this prospectus. Except as otherwise indicated by the context,
    references in this prospectus to we, us,
    our, the issuer or Cinemark
    are to the combined business of Cinemark USA, Inc. and all of
    its consolidated subsidiaries, and references to North America
    are to the United States, or the U.S., and Canada. Unless
    otherwise specified, all operating data is as of March 31,
    2011.
  Our
    Company
        pre-recorded wall-to-wall ceiling-to-floor wrap-around 3-D
  wall-to-wall ceiling-to-floor wall-to-wall ceiling-to-floor
 1




---



##### Table of Contents



Competitive
    Strengths
    Disciplined Operating Philosophy.
  Leading Position in Our U.S. Markets.
  Strategically Located in Heavily Populated Latin American
    Markets.
  State-of-the-Art
    Theatre Circuit. state-of-the-art 138 state-of-the-art 40-50% 3-D state-of-the-art
  Solid Balance Sheet with Significant Cash Flow from Operating
    Activities. 3-D
  Experienced Management.
 2




---



##### Table of Contents



Our
    Strategy
    Establish and Maintain Leading Market
    Positions.
  Continue to Focus on Operational
    Excellence.
  Selectively Build in Profitable, Strategic Latin American
    Markets. state-of-the-art 3-D
  Commitment to Digital Innovation. 3-D 3-D 40-50% 3-D
  Our
    Industry
  Domestic
    Markets
 3




---



##### Table of Contents



U.S. Box



Average TicketYear

Office Revenues

Attendance

Price($ In billions)

(In billions)2001

$
8.1



1.43


$
5.662002

$
9.1



1.57


$
5.812003

$
9.2



1.52


$
6.032004

$
9.3



1.50


$
6.212005

$
8.8



1.38


$
6.412006

$
9.2



1.40


$
6.552007

$
9.6



1.40


$
6.882008

$
9.6



1.34


$
7.182009

$
10.6



1.42


$
7.502010

$
10.6



1.34


$
7.89   Avatar, Toy Story 3, Alice in Wonderland, Harry Potter and the
    Deathly Hallows: Part 1, Iron Man 2, The Twilight Saga:
    Eclipse, Inception, Despicable Me, How to Train Your Dragon,
    Shrek Forever After, Clash of the Titans, The Karate Kid,
    Tangled, Grown Ups, Megamind, Tron: Legacy, Little Fockers, The
    Fighter True Grit.
  Rio, Fast Five,
    Thor, Pirates of the Caribbean: On Stranger Tides, The Hangover
    Part II, Kung Fu Panda 2: The Kaboom of Doom, Cars 2, X
    Men: First Class, Transformers: Dark of the Moon, Harry Potter
    and the Deathly Hallows: Part 2, Twilight: Breaking Dawn,
    Captain America: The First Avenger, Cowboys and Aliens, Rise of
    the Planet of the Apes, Puss in Boots, Happy Feet 2, Mission
    Impossible  Ghost Protocol, Sherlock Holmes 2 Alvin and the Chipmunks: Chipwrecked,
  International
    Markets
    3-D
    Drivers
    of Continued Industry Success
    Importance of Theatrical Success in Establishing Movie Brands
    and Subsequent Markets. pay-per-view
 4




---



##### Table of Contents



Increased Importance of International Markets for Box Office
    Success. Avatar Harry Potter and the Deathly
    Hallows: Part 1
  Stable Long-Term Attendance Trends. 3-D.
  Convenient and Affordable Form of
    Out-Of-Home
    Entertainment. out-of-home out-of-home
  Innovation with Digital Technology. 3-D
  Additional
    Information
  (972) 665-1000. www.cinemark.com
 5




---



##### Table of Contents



Corporate
    Structure
    
    (1)
    
    Cinemark Holdings is a Delaware corporation and a public company
    listed on the NYSE.(2)
    
    The senior secured credit facility includes a
    $150.0 million revolving credit facility and a
    $1,120.0 million term loan facility. As of March 31,
    2011, there was $1,070.1 million outstanding under our term
    loan facility and no borrowings outstanding under the
    $150.0 million revolving credit line of our senior secured
    credit facility. Approximately $157.3 million of the term
    loan matures in October 2013 and approximately
    $912.8 million matures in April 2016. As of March 31,
    2011, on an as adjusted basis, after giving effect to the
    issuance of the Initial Notes and the use of proceeds therefrom,
    we would have had $912.8 million outstanding under our term
    loan facility, all of which matures in April 2016.(3)
    
    As of March 31, 2011, approximately $470.0 million
    aggregate principal amount at maturity was outstanding.(4)
    
    Our subsidiaries that guarantee the senior secured credit
    facility and the 8.625% senior notes due 2019, or the
    Senior Notes, will also guarantee the Notes on a senior
    subordinated basis.
 6




---



##### Table of Contents



Summary
    of the Terms of the Exchange Offer
  The Exchange Offer
    
    We are offering to exchange up to $200,000,000 aggregate
    principal amount of our 7.375% Senior Subordinated Notes
    due 2021 that have been registered under the Securities Act for
    up to $200,000,000 aggregate principal amount of our
    7.375% Senior Subordinated Notes due 2021 issued on
    June 3, 2011. You may exchange your Initial Notes only by
    following the procedures described elsewhere in this prospectus
    under The Exchange Offer  Procedures for
    Tendering Initial Notes.Registration Rights Agreement
    
    We issued the Initial Notes on June 3, 2011. In connection
    with the issuance of the Initial Notes, we entered into the
    registration rights agreement with the initial purchasers of the
    notes, or the initial purchasers, which provides, among other
    things, for this exchange offer.Resale of Exchange Notes
    
    Based upon interpretive letters written by the Commission, we
    believe that the Exchange Notes issued in the exchange offer may
    be offered for resale, resold or otherwise transferred by you
    without compliance with the registration and prospectus delivery
    provisions of the Securities Act, provided that: You are acquiring the Exchange Notes in the ordinary
    course of your business; You are not participating, do not intend to
    participate and have no arrangement or understanding with any
    person to participate, in the distribution of the Exchange
    Notes; and You are not our affiliate, as that term
    is defined for the purposes of Rule 144A under the
    Securities Act.If any of the foregoing are not true and you transfer any
    Exchange Note without registering the Exchange Note and
    delivering a prospectus meeting the requirements of the
    Securities Act, or without an exemption from registration of
    your Exchange Notes from such requirements, you may incur
    liability under the Securities Act. We do not assume any
    responsibility for, and will not indemnify you for, any such
    liability.Each broker-dealer that receives Exchange Notes for its own
    account in exchange for Initial Notes that were acquired by such
    broker-dealer as a result of market-making or other trading
    activities must acknowledge that it will deliver a prospectus
    meeting the requirements of the Securities Act in connection
    with any resale of the Exchange Notes. A broker-dealer may use
    this prospectus for an offer to resell, a resale or any other
    retransfer of the Exchange Notes. See Plan of
    Distribution.Consequences of Failure to Exchange Initial Notes
    
    Initial Notes that are not tendered or that are tendered but not
    accepted will, following the completion of the exchange offer,
    continue to be subject to existing restrictions upon transfer.
    The trading market for Initial Notes not exchanged in the
    exchange offer may be significantly more limited than at
    present. Therefore, if your Initial Notes are not tendered and
    accepted in the exchange offer, it
 7




---



##### Table of Contents



may become more difficult for you to sell or transfer your
    Initial Notes. Furthermore, you will no longer be able to compel
    us to register the Initial Notes under the Securities Act and we
    will not be required to pay additional interest as described in
    the registration rights agreement. In addition, you will not be
    able to offer or sell the Initial Notes unless they are
    registered under the Securities Act (and we will have no
    obligation to register them, except for some limited
    exceptions), or unless you offer or sell them under an exemption
    from the requirements of, or a transaction not subject to, the
    Securities Act.Expiration of the Exchange Offer
    
    The exchange offer will expire at midnight, New York City time
    on          ,
    2011, unless we decide to extend the expiration date.Conditions to the Exchange Offer
    
    The exchange offer is not subject to any condition other than
    certain customary conditions, which we may, but are not required
    to, waive. We currently anticipate that each of the conditions
    will be satisfied and that we will not need to waive any
    conditions. We reserve the right to terminate or amend the
    exchange offer at any time before the expiration date if any
    such condition occurs. In the event of a material change in the
    exchange offer, including the waiver of a material condition, we
    will extend, if necessary, the expiration date of the exchange
    offer such that at least five business days remain in the
    exchange offer following notice of the material change. For
    additional information regarding the conditions to the exchange
    offer, see The Exchange Offer  Conditions to
    the Exchange Offer.Procedures for Tendering Initial Notes
    
    If you wish to accept the exchange offer, you must complete,
    sign and date the letter of transmittal, or a facsimile of the
    letter of transmittal, and transmit it together with all other
    documents required by the letter of transmittal (including the
    Initial Notes to be exchanged) to Wells Fargo Bank, N.A., as
    exchange agent, at the address set forth on the cover page of
    the letter of transmittal. In the alternative, you can tender
    your Initial Notes by following the procedures for book-entry
    transfer, as described in this prospectus. For more information
    on accepting the exchange offer and tendering your Initial
    Notes, see The Exchange Offer  Procedures for
    Tendering Initial Notes and  Book-Entry
    Transfer.Guaranteed Delivery Procedures
    
    If you wish to tender your Initial Notes and you cannot get your
    required documents to the exchange agent by the expiration date,
    you may tender your Initial Notes according to the guaranteed
    delivery procedure under the heading The Exchange
    Offer  Guaranteed Delivery.Special Procedure for Beneficial Holders
    
    If you are a beneficial holder whose Initial Notes are
    registered in the name of a broker, dealer, commercial bank,
    trust company, or other nominee and you wish to tender your
    Initial Notes in the exchange offer, you should contact the
    registered holder promptly and instruct the registered holder to
    tender your Initial Notes on your behalf. If you are a
    beneficial holder and you wish to tender your Initial Notes on
    your own behalf, you must, prior to delivering the letter of
    transmittal and your Initial Notes to the exchange
 8




---



##### Table of Contents



agent, either make appropriate arrangements to register
    ownership of your Initial Notes in your own name or obtain a
    properly completed bond power from the registered holder. The
    transfer of registered ownership may take considerable time.Withdrawal Rights
    
    You may withdraw the tender of your Initial Notes at any time
    prior to midnight, New York City time, on the expiration date.
    To withdraw, you must send a written or facsimile transmission
    of your notice of withdrawal to the exchange agent at its
    address set forth in this prospectus under The Exchange
    Offer  Withdrawal of Tenders by midnight, New
    York City time, on the expiration date.Acceptance of Initial Notes and Delivery of Exchange
    Notes
    
    Subject to certain conditions, we will accept all Initial Notes
    that are properly tendered in the exchange offer and not
    withdrawn prior to midnight, New York City time, on the
    expiration date. We will deliver the Exchange Notes promptly
    after the expiration date. Initial Notes will be validly
    tendered and not validly withdrawn if they are tendered in
    accordance with the terms of the exchange offer as detailed
    under The Exchange Offer  Procedures for
    Tendering Initial Notes and not withdrawn in accordance
    with the terms of the exchange offer as detailed under The
    Exchange Offer  Withdrawal of Tenders.United States Federal Income Tax Consequences
    
    We believe that the exchange of Initial Notes for Exchange Notes
    generally will not be a taxable exchange for federal income tax
    purposes, but you should consult your tax adviser about the tax
    consequences of this exchange. See Certain Federal Income
    Tax Consequences.Exchange Agent
    
    Wells Fargo Bank, N.A., the trustee under the indenture
    governing the Notes, is serving as exchange agent in connection
    with the exchange offer. The mailing address of the exchange
    agent is set forth on the cover page of the letter of
    transmittal.Fees and Expense
    
    We will bear all expenses related to consummating the exchange
    offer and complying with the registration rights agreement.Use of Proceeds
    
    We will not receive any cash proceeds from the issuance of the
    Exchange Notes. We received net proceeds of approximately
    $196.0 million from the sale of the Initial Notes. We used
    the proceeds in part to optionally prepay approximately
    $157.3 million of term loans outstanding under our senior
    secured credit facility and will use the remainder for general
    corporate purposes.Regulatory Approvals
    
    Other than the federal securities laws, there are no federal or
    state regulatory requirements that we must comply with and there
    are no approvals that we must obtain in connection with the
    exchange offer.
 9




---



##### Table of Contents



Summary
    Description of Exchange Notes
    Issuer
    
    Cinemark USA, Inc.Exchange Notes Offered
    
    $200,000,000 aggregate principal amount of 7.375% of Senior
    Subordinated Notes due 2021, registered under the Securities Act.Maturity Date
    
    June 15, 2021.Interest Rate and Payment Dates
    
    The Exchange Notes will bear interest at the rate of 7.375% per
    annum, payable on June 15 and December 15 of each year,
    beginning on December 15, 2011.Guarantees
    
    The Exchange Notes will be fully and unconditionally guaranteed
    on a joint and several senior subordinated unsecured basis by
    our subsidiaries that guarantee, assume or become liable with
    respect to any of our or a guarantors debt. If we cannot
    make payments on the Exchange Notes when they are due, the
    guarantors must make them instead. Under certain circumstances,
    the guarantees may be released without action by, or the consent
    of, the holders of the Notes. See Description of Exchange
    Notes  Subsidiary Guarantees.Ranking
    
    The Exchange Notes and the guarantees will be our and our
    guarantors senior subordinated unsecured obligations and
    they will: rank equally in right of payment to our and our
    guarantors future senior subordinated indebtedness, if any; be subordinate in right of payment to all of our and
    our guarantors existing and future senior indebtedness,
    whether secured or unsecured, including our obligations under
    our senior secured credit facility and our Senior Notes; and be structurally subordinate to all existing and
    future indebtedness and other liabilities of our non-guarantor
    subsidiaries (other than indebtedness and other liabilities owed
    to us).As of March 31, 2011, on an as adjusted basis, after giving
    effect to the issuance of the Initial Notes and the use of
    proceeds therefrom as described under Use of
    Proceeds, the Exchange Notes would be:  subordinate to $1,382.8 million of our senior
    debt; and structurally subordinate to $184.9 million of
    indebtedness and other liabilities of our non-guarantor
    subsidiaries.For the three months ended March 31, 2011, our
    non-guarantor subsidiaries generated in the aggregate
    $157.3 million, or 32.6%, of our consolidated revenues. As
    of March 31, 2011, our non-
 10




---



##### Table of Contents



guarantor subsidiaries accounted for $891.6 million, or
    26.1%, of our consolidated total assets.Optional Redemption
    
    Prior to June 15, 2016, we may redeem all or any part of
    the Exchange Notes at our option at 100% of the principal amount
    plus a make-whole premium. We may redeem the Exchange Notes in
    whole or in part at any time on or after June 15, 2016 at
    the redemption prices described in this prospectus. In addition,
    prior to June 15, 2014, we may redeem up to 35% of the
    aggregate principal amount of Exchange Notes from the net
    proceeds of certain equity offerings at the redemption price set
    forth in this prospectus. See Description of Exchange
    Notes  Optional Redemption.Mandatory Offer to Repurchase
    
    If we or Cinemark Holdings experience specific kinds of changes
    in control, we must offer to repurchase all of the Exchange
    Notes at 101% of their principal amount, plus accrued and unpaid
    interest, if any, to the repurchase date.Covenants
    
    The indenture governing the Notes contains restrictive covenants
    which restrict our and our restricted subsidiaries ability
    to take certain actions. For a more detailed description, please
    see Description of Exchange Notes  Certain
    Covenants.
 11




---



##### Table of Contents



Summary
    Historical Condensed Consolidated Financial and Operating
    Data
      Three MonthsYear Ended December 31,


Ended March 31,2008


2009


2010


2010


2011(In thousands)Statement of Operations Data:Revenues:Admissions

$
1,126,977


$
1,293,378


$
1,405,389


$
342,990


$
311,692Concession


534,836



602,880



642,326



153,104



146,681Other


80,474



80,242



93,429



20,537



24,763Total revenues

$
1,742,287


$
1,976,500


$
2,141,144


$
516,631


$
483,136Theatre operating costs


1,085,630



1,226,175



1,327,898



318,988



298,341Facility lease expense


225,595



238,779



255,717



62,715



66,426General and administrative expenses


89,583



94,818



107,015



24,991



28,552Depreciation and amortization


158,034



149,515



143,508



34,091



39,140Impairment of long-lived assets


113,532



11,858



12,538



347



1,015(Gain) loss on sale of assets and other


8,488



3,202



(431
)


3,167



472Total cost of operations


1,680,862



1,724,347



1,846,245



444,299



433,946Operating income

$
61,425


$
252,153


$
294,899


$
72,332


$
49,190Interest expense

$
74,406


$
81,609


$
112,444


$
26,010


$
29,290Net income (loss)

$
(19,954
)

$
133,087


$
150,930


$
37,047


$
25,593Net income (loss) attributable to Cinemark USA, Inc.

$
(23,849
)

$
129,439


$
147,387


$
35,429


$
25,234   Three MonthsYear Ended December 31,

Ended March 31,2008

2009

2010

2010

2011Other Financial Data (in thousands):Cash flow provided by (used for):Operating activities

$
219,788


$
366,706


$
266,230


$
43,640


$
60,756Investing activities

$
(94,942
)

$
(183,130
)

$
(136,067
)

$
(19,670
)

$
(35,856
)Financing activities

$
(29,290
)

$
(75,478
)

$
(108,162
)

$
(28,189
)

$
(28,859
)Capital expenditures

$
(106,109
)

$
(124,797
)

$
(156,102
)

$
(19,517
)

$
(35,769
)
 12




---



##### Table of Contents



As of and for theAs of and for the


Three MonthsYear Ended December 31,


Ended March 31,2008


2009


2010


2010


2011Balance Sheet Data:Cash and cash equivalents

$
313,238


$
437,737


$
464,765


$
433,159


$
462,589Theatre properties and equipment, net

$
1,208,283


$
1,219,588


$
1,215,446


$
1,191,215


$
1,206,796Total assets

$
3,018,838


$
3,283,588


$
3,427,974


$
3,290,656


$
3,411,064Total long-term debt, including current portion

$
1,097,144


$
1,543,705


$
1,532,441


$
1,540,796


$
1,529,938Equity

$
1,155,891


$
922,141


$
1,040,705


$
947,724


$
1,057,876Operating Data (attendance in thousands):North
    America(1)Theatres operated (at period end)


293



294



293



292



292Screens operated (at period end)


3,742



3,830



3,832



3,817



3,816Total attendance


147,897



165,112



161,174



39,573



33,389International(2)Theatres operated (at period end)


127



130



137



131



139Screens operated (at period end)


1,041



1,066



1,113



1,067



1,125Total attendance


63,413



71,622



80,026



18,934



20,382Worldwide(1)(2)Theatres operated (at period end)


420



424



430



423



431Screens operated (at period end)


4,783



4,896



4,945



4,884



4,941Total attendance


211,310



236,734



241,200



58,507



53,771     (1)

    
    The data excludes certain theatres operated by us in the U.S.
    pursuant to management agreements that are not part of our
    consolidated operations.(2)

    
    The data excludes certain theatres operated by us
    internationally that are not part of our consolidated operations. Ratio of
    Earnings to Fixed Charges
 13




---



##### Table of Contents



RISK
    FACTORS  You should carefully consider the risks described below as
    well as other information and data included in this prospectus
    before participating in this exchange offer. Additional risks
    and uncertainties not presently known to us or that we currently
    believe are immaterial may also adversely impact our business
    operations. If any of the events described in the risk factors
    below occur, our business, financial condition, operating
    results and prospects could be materially adversely affected. As
    a result, the trading price of the Exchange Notes could decline,
    perhaps significantly, and our ability to pay principal and
    interest on the Exchange Notes could be adversely affected.
  Risks
    Related to the Exchange Notes and this Exchange Offer
  Your
    failure to participate in the exchange offer may have adverse
    consequences.
      You
    must comply with the exchange offer procedures in order to
    receive new, freely tradable Exchange Notes.
    Some
    holders who exchange their Initial Notes may be deemed to have
    received restricted securities, and these holders will be
    required to comply with the registration and prospectus delivery
    requirements in connection with any resale
    transaction.
    An
    active trading market for the Exchange Notes may not
    develop.
   14




---



##### Table of Contents




    our operating performance and financial condition;
    time remaining to the maturity of the Notes;
    outstanding amount of the Notes;
    the terms related to optional redemption of the Notes; and
    level, direction and volatility of market interest rates
    generally.  We
    have substantial long-term lease and debt obligations, which may
    restrict our ability to fund current and future operations and
    that restrict our ability to enter into certain
    transactions.
    
    making it more difficult for us to satisfy our obligations;
    requiring us to dedicate a substantial portion of our cash flow
    to payments on our lease and debt obligations, thereby reducing
    the availability of our cash flow to fund working capital,
    capital expenditures, acquisitions and other corporate
    requirements and to pay dividends;
    impeding our ability to obtain additional financing in the
    future for working capital, capital expenditures, acquisitions
    and general corporate purposes;
    subjecting us to the risk of increased sensitivity to interest
    rate increases on our variable rate debt, including our
    borrowings under our senior secured credit facility; and
    making us more vulnerable to a downturn in our business and
    competitive pressures and limiting our flexibility to plan for,
    or react to, changes in our industry or the economy.  We may
    incur substantial additional indebtedness, including additional
    senior debt.
   15




---



##### Table of Contents



winding-up
  To
    service our indebtedness, we will require a significant amount
    of cash, and our ability to generate cash flow depends on many
    factors beyond our control.
      Your
    right to receive payments on the Exchange Notes is junior to our
    senior debt and possibly all of our future borrowings, and the
    guarantees of the Exchange Notes are junior to all of our
    guarantors existing senior debt and possibly to all of
    their future borrowings.
     16




---



##### Table of Contents



pari passu
    Your
    right to receive payments on the Exchange Notes is effectively
    junior to the right of lenders who have a security interest in
    our assets to the extent of the value of those
    assets.
      Our
    ability to repay our debt, including the Exchange Notes, is
    affected by the cash flow generated by our
    subsidiaries.
   17




---



##### Table of Contents



We
    have capacity to make substantial restricted
    payments.
    Claims
    of noteholders will be structurally subordinated to claims of
    creditors of our non-guarantor subsidiaries.
  winding-up
    The
    guarantees of the Exchange Notes may be released in a variety of
    circumstances.
   18




---



##### Table of Contents



If we
    default on our obligations to pay our other indebtedness, we may
    not be able to make payments on the Exchange
    Notes.
    
    the holders of such indebtedness could elect to declare all the
    funds borrowed thereunder to be due and payable, together with
    accrued and unpaid interest, if any;
    the lenders under our senior secured credit facility could elect
    to terminate their commitments thereunder, cease making further
    loans and commence foreclosure proceedings against our
    assets; and
    we could be forced into bankruptcy or liquidation.    Restrictive
    covenants in our debt agreements may adversely affect
    us.
    
    borrow money;
    pay dividends or make other distributions;
    repurchase or redeem capital stock or subordinated indebtedness
    and make investments;
    create liens;
    incur dividend or other payment restrictions affecting
    non-guarantor subsidiaries;
    transfer or sell assets, including capital stock of subsidiaries;
    merge or consolidate with other entities or transfer all or
    substantially all of our assets;
    engage in certain business activities; and
    enter into transactions with affiliates.   19




---



##### Table of Contents



Variable
    rate indebtedness subjects us to interest rate risk, which could
    cause our debt service obligations to increase
    significantly.
    Under
    insolvency and fraudulent conveyance laws, a court could void
    obligations under the Exchange Notes and the
    guarantees.
  debtor-in-possession,
  
    we or any of our guarantors were insolvent or rendered insolvent
    by reason of the incurrence of the indebtedness;
    payment of the consideration left us or any of our guarantors
    with an unreasonably small amount of capital to carry on the
    business; or
    we or any of our guarantors intended to, or believed that we or
    it would, incur debts beyond our or its ability to pay as they
    mature.      
    the sum of its debts, including contingent liabilities, was
    greater than the salable value of all of its assets at a fair
    valuation;
    the present fair salable value of its assets was less than the
    amount that would be required to pay its probable liability on
    its existing debts, including contingent liabilities, as they
    become absolute and mature; or
    it could not pay its debts as they become due.  We may
    not be permitted or have the ability to purchase the Exchange
    Notes upon a change of control as required by the
    indenture.
   20




---



##### Table of Contents



offer-to-purchase
    Holders
    of the Exchange Notes may not be able to determine when a change
    of control giving rise to their right to have the Exchange Notes
    repurchased has occurred following a sale of substantially
    all of our assets.
    Risks
    Related to Our Business and Industry
  Our
    business depends on film production and
    performance.
    A
    deterioration in relationships with film distributors could
    adversely affect our ability to obtain commercially successful
    films.
  theatre-by-theatre film-by-film
 21




---



##### Table of Contents



Our
    results of operations vary from period to period based upon the
    quantity and quality of the motion pictures that we show in our
    theatres.
    We
    face intense competition for patrons and films, which may
    adversely affect our business.
    An
    increase in the use of alternative or downstream
    film distribution channels and other competing forms of
    entertainment may reduce movie theatre attendance and limit
    revenue growth.
  pay-per-view
  Our
    results of operations may be impacted by shrinking video release
    windows.
    General
    political, social and economic conditions can adversely affect
    our attendance.
   22




---



##### Table of Contents



Our
    foreign operations are subject to adverse regulations, economic
    instability and currency exchange risk.
    We may
    not be able to generate additional revenues or continue to
    realize value from our investment in NCM.
    We are
    subject to uncertainties related to digital cinema, including
    insufficient financing to obtain digital projectors and
    insufficient supply of digital projectors.
    We are
    subject to uncertainties relating to future expansion plans,
    including our ability to identify suitable acquisition
    candidates or site locations, and to obtain financing for such
    activities on favorable terms or at all.
   23




---



##### Table of Contents



If we
    do not comply with the Americans with Disabilities Act of 1990,
    or the ADA, and the safe harbor framework included in the
    consent order we entered into with the Department of Justice, or
    the DOJ, we could be subject to further
    litigation.
    We
    depend on key personnel for our current and future
    performance.
    We are
    subject to impairment losses due to potential declines in the
    fair value of our assets.
   24




---



##### Table of Contents



820-10-35,
  820-10-35, and/or
  820-10-35,
    The
    impairment or insolvency of other financial institutions could
    adversely affect us.
   25




---



##### Table of Contents



A
    credit market crisis may adversely affect our ability to raise
    capital and may materially impact our operations.
    We may
    be subject to liability under environmental laws and
    regulations.
    Legislative
    or regulatory initiatives related to global warming/climate
    change concerns may negatively impact our
    business.
    The
    interests of Madison Dearborn Capital Partners IV, L.P., or
    MDCP, may not be aligned with yours.
   26




---



##### Table of Contents



USE OF
    PROCEEDS   27




---



##### Table of Contents



THE
    EXCHANGE OFFER  Purpose
    and Effect of this Exchange Offer
    
    use our commercially reasonable best efforts to file, within
    90 days after the issue date of the Initial Notes, a
    registration statement with the Commission, with respect to a
    registered offer to exchange such Initial Notes for the Exchange
    Notes having terms substantially identical in all material
    respects to the Initial Notes (except that the Exchange Notes
    will not contain transfer restrictions);
    use our commercially reasonable best efforts to cause the
    registration statement to be declared effective under the
    Securities Act no later than 180 days after the issue date
    of the Initial Notes;
    use our commercially reasonable best efforts to issue the
    Exchange Notes in exchange for surrender of the Initial Notes no
    later than 30 days following the declaration of the
    effectiveness of the registration statement; and
    if obligated to file a shelf registration statement, use our
    commercially reasonable best efforts to file the shelf
    registration statement with the Commission on or prior to
    30 days after such filing obligation arises (and in any
    event within 210 days after the issue date of the Initial
    Notes) and to cause the shelf registration statement to be
    declared effective by the Commission within 180 days after
    such obligation arises.         28




---



##### Table of Contents



29




---



##### Table of Contents



90-day
      Background
    of the Exchange Offer
  non-U.S. persons non-U.S. persons
    
    the Exchange Notes will be acquired in the ordinary course of
    your business;
    you have no arrangements with any person to participate in the
    distribution of the Exchange Notes; and
    you are not our affiliate as defined in
    Rule 405 of the Securities Act, or if you are an affiliate
    of ours, you will comply with the applicable registration and
    prospectus delivery requirements of the Securities Act.  Rule 14e-1(c)
   30




---



##### Table of Contents



Expiration
    Date; Extensions; Termination; Amendments
      
    waive any condition of the exchange offer; and
    amend any terms of the exchange offer.        Resale of
    the Exchange Notes
    
    you are not an affiliate of ours within the meaning
    of Rule 405 under the Securities Act;
    you are acquiring the Exchange Notes in the ordinary course of
    business; and
    you do not intend to participate in the distribution of the
    Exchange Notes.    
    you cannot rely on those interpretations of the
    Commission; and
    you must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with a
    secondary resale transaction, and the secondary resale
    transaction must be covered. 31




---



##### Table of Contents



Regulation S-K.
  Acceptance
    of Initial Notes for Exchange
    
    the expiration date of the exchange offer; and
    the satisfaction or waiver of the conditions specified below
    under  Conditions of the Exchange Offer.      
    delay acceptance for exchange of Initial Notes tendered under
    the exchange offer, subject to
    Rule 14e-1
    under the Exchange Act, which requires that an offeror pay the
    consideration offered or return the securities deposited by or
    on behalf of the holders promptly after the termination or
    withdrawal of a tender offer; or
    terminate the exchange offer and not accept for exchange any
    Initial Notes, if any of the conditions set forth below under
     Conditions of the Exchange Offer have
    not been satisfied or waived by us or in order to comply in
    whole or in part with the securities laws or changes in any
    applicable law.    Rule 14e-1
 32




---



##### Table of Contents



Procedures
    for Tendering Initial Notes
    Tender
    of Initial Notes Held Through The Depository
    Trust Company
      Tender
    of Initial Notes Held in Physical Form
    
    the exchange agent must receive at its address set forth in this
    prospectus a properly completed and validly executed letter of
    transmittal, or a manually signed facsimile thereof, together
    with any signature guarantees and any other documents required
    by the instructions to the letter of transmittal; and
    the exchange agent must receive certificates for tendered
    Initial Notes at such address, or such Initial Notes must be
    transferred pursuant to the procedures for book-entry transfer
    described above. A confirmation of such book-entry transfer must
    be received by the exchange agent prior to the expiration date
    of the exchange offer. A holder who desires to tender Initial
    Notes and who cannot comply with the procedures set forth herein
    for tender on a timely basis or whose Initial Notes are not
    immediately available must comply with the procedures for
    guaranteed delivery set forth below.  Letters
    of transmittal and Initial Notes should be sent only to the
    exchange agent, and not to us or to any book-entry transfer
    facility.
  The method of delivery of Initial Notes, letters of
    transmittal and all other required documents to the exchange
    agent is at the election and risk of the holder tendering
    Initial Notes. Delivery of such
 33




---



##### Table of Contents



documents will be deemed made only when actually received by
    the exchange agent. If such delivery is by mail, we suggest that
    the holder use properly insured, registered mail with return
    receipt requested, and that the mailing be made sufficiently in
    advance of the expiration date of the exchange offer to permit
    delivery to the exchange agent prior to such date. No
    alternative, conditional or contingent tenders of Initial Notes
    will be accepted.
  Signature
    Guarantees
    
    by a registered holder who has not completed the box entitled
    Special Issuance Instructions or Special
    Delivery Instructions on the letter of transmittal; or
    for the account of an eligible institution.      Book-Entry
    Transfer
  However, although delivery of Initial
    Notes may be effected through book-entry transfer into the
    exchange agents account at a book-entry transfer facility,
    a letter of transmittal, properly completed and duly executed or
    a manually signed facsimile thereof, in accordance with
    instructions set forth under  Procedures for
    Tendering Initial Notes and the letter of transmittal
    provided with this prospectus, must be received by the exchange
    agent at its address set forth in this prospectus on or prior to
    the expiration date of the exchange offer, or else the
    guaranteed delivery procedures described below must be complied
    with.
  Guaranteed
    Delivery
    
    certificates representing your Initial Notes are not lost but
    are not immediately available;
    time will not permit your letter of transmittal, certificates
    representing your Initial Notes and all other required documents
    to reach the exchange agent on or prior to the expiration date
    of the exchange offer; or 34




---



##### Table of Contents




    the procedures for book-entry transfer cannot be completed on or
    prior to the expiration date of the exchange offer;    
    your tender is made by or through an eligible
    institution; and
    on or prior to the expiration date of the exchange offer, the
    exchange agent has received from the eligible institution a
    properly completed and validly executed notice of guaranteed
    delivery, by manually signed facsimile transmission, mail or
    hand delivery, in substantially the form provided with this
    prospectus:
    setting forth your name and address, the registered number(s) of
    your Initial Notes and the principal amount of the Initial Notes
    tendered;
    stating that the tender is being made by guaranteed delivery;
    guaranteeing that, within three NYSE trading days after the date
    of the notice of guaranteed delivery, the letter of transmittal
    or facsimile thereof, properly completed and duly executed in
    accordance with instructions set forth under
     Procedures for Tendering Initial Notes,
    together with certificates representing the Initial Notes, or a
    book-entry confirmation, and any other documents required by the
    letter of transmittal and the instructions thereto, will be
    deposited by the eligible institution with the exchange
    agent; and
    the exchange agent receives the properly completed and validly
    executed letter of transmittal or facsimile thereof with any
    required signature guarantees, together with certificates for
    all Initial Notes in proper form for transfer, or a book-entry
    confirmation, and any other required documents, within three
    NYSE trading days after the date of the notice of guaranteed
    delivery.  Other
    Matters
    
    certificates for, or a timely book-entry confirmation with
    respect to, your Initial Notes;
    a letter of transmittal properly completed and duly executed or
    facsimile thereof with any required signature guarantees, or, in
    the case of a book-entry transfer, an agents
    message; and
    any other documents required by the letter of transmittal; all
    the above in accordance with instructions set forth under
     Procedures for Tendering Initial Notes,
    and the letter of transmittal provided with this prospectus.        
    any Exchange Notes that you receive will be acquired in the
    ordinary course of your business; 35




---



##### Table of Contents




    you have no arrangement or understanding with any person or
    entity to participate in the distribution of the Exchange Notes;
    if you are not a broker-dealer, that you are not engaged in and
    do not intend to engage in the distribution of the Exchange
    Notes;
    if you are a broker-dealer that will receive the Exchange Notes
    for your own account in exchange for Initial Notes that were
    acquired as a result of market-making activities or other
    trading activities, that you will deliver a prospectus, as
    required by law, in connection with any resale of the Exchange
    Notes; and
    you are not an affiliate of ours, as defined in
    Rule 405 of the Securities Act, or, if you are an
    affiliate, you will comply with any applicable registration and
    prospectus delivery requirements of the Securities Act.  Withdrawal
    of Tenders
      
    the exchange agent must receive a written notice of withdrawal
    at the address set forth below under  Exchange
    Agent; or
    you must comply with the appropriate procedures of DTCs
    automated tender offer program system.    
    specify the name of the person who tendered the Initial Notes to
    be withdrawn; and
    identify the Initial Notes to be withdrawn, including the
    principal amount of the Initial Notes to be withdrawn.    
    the serial numbers of the particular certificates to be
    withdrawn; and
    a signed notice of withdrawal with signatures guaranteed by an
    eligible institution, unless the withdrawing holder is an
    eligible institution.       36




---



##### Table of Contents



Conditions
    to the Exchange Offer
    
    the Exchange Notes to be received will not be tradable by the
    holder without restriction under the Securities Act and the
    Exchange Act and without material restrictions under the blue
    sky or securities laws of substantially all of the states of the
    United States;
    the exchange offer, or the making of any exchange by a holder of
    Initial Notes, would violate applicable law or any applicable
    interpretation of the staff of the Commission;
    any action or proceeding has been instituted or threatened in
    any court or by or before any governmental agency with respect
    to the exchange offer that would reasonably be expected to
    impair our ability to proceed with the exchange offer; or
    all governmental approvals necessary for the consummation of the
    exchange offer have not been obtained. Other than the federal
    securities laws, there are no federal or state regulatory
    requirements that we must comply with and there are no approvals
    that we must obtain in connection with the exchange offer.    
    the representations described under the captions
     Procedures for Tendering Initial Notes
    and Plan of Distribution; and
    any other representations that may be reasonably necessary under
    applicable Commission rules, regulations or interpretations to
    make available to us an appropriate form for registration of the
    Exchange Notes under the Securities Act.  Rule 14e-1(c)
  Rule 14e-1(d)
     37




---



##### Table of Contents



Transfer
    Taxes
    
    delivery of the Exchange Notes, or certificates for Initial
    Notes for principal amounts not exchanged, are to be made to any
    person other than the record holder of the Initial Notes
    tendered;
    tendered certificates for Initial Notes are recorded in the name
    of any person other than the person signing any letter of
    transmittal; or
    a transfer tax is imposed for any reason other than the transfer
    and exchange of Initial Notes under the exchange offer.  Consequences
    of Failure to Exchange
    
    as set forth in the legend printed on the Initial Notes as a
    consequence of the issuance of the Initial Notes pursuant to the
    exemptions from, or in transactions not subject to, the
    registration requirements of the Securities Act and applicable
    state securities laws; and
    as otherwise set forth in the prospectus distributed in
    connection with the private offering of each of the Initial
    Notes.    
    you are not an affiliate within the meaning of
    Rule 405 under the Securities Act;
    you acquired the Exchange Notes in the ordinary course of your
    business; and
    you have no arrangement or understanding with respect to the
    distribution of the Exchange Notes to be acquired in the
    exchange offer.    
    you cannot rely on the applicable interpretations of the
    Commission; and
    you must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with a
    secondary resale transaction and that such a secondary resale
    transaction must be covered by an effective registration
    statement containing the selling security holder information
    required by Item 507 or 508, as applicable, of
    Regulation S-K
    under the Securities Act.  Exchange
    Agent
   38




---



##### Table of Contents



By Registered or Certified
    Mail

By Overnight Delivery

By Hand Delivery

Facsimile
    TransmissionWells Fargo Bank, N.A.
    MAC N9303-121
    P.O. Box 1517
    Minneapolis,
    Minnesota 55480
    Attn: Corporate Trust Operations

Wells Fargo Bank, N.A.
    MAC N9303-121
    6th & Marquette Avenue
    Minneapolis,
    Minnesota 55479
    Attn: Corporate Trust
    Operations

Wells Fargo Bank, N.A.
    608 2nd Avenue South
    Northstar East
    Building  12th Floor
    Minneapolis, Minnesota

(612) 667-6282
    Attn: Corporate Trust
    OperationsConfirm by Telephone:(800) 344-5128     Other
     39




---



##### Table of Contents



CAPITALIZATION      As of March 31, 2011Actual


As AdjustedIn thousands(Unaudited)Cash and cash equivalents

$
462,589


$
500,354Long-term debt, including current maturities:Senior secured credit
    facility(1)

$
1,070,055


$
912,820Senior
    Notes(2)


470,000



470,000Senior subordinated Exchange Notes offered hereby






200,000Total long-term debt


1,540,055



1,582,820Capital lease obligations, including current portion


138,471



138,471Total long-term debt and capital lease obligations


1,678,526



1,721,291Equity:Cinemark USA, Inc.s stockholders equity:Class A common stock, $0.01 par value:
    10,000,000 shares authorized and 1,500 shares issued
    and outstanding






Class B common stock, no par value: 1,000,000 shares
    authorized and 239,893 shares issued and outstanding


49,543



49,543Additional
    paid-in-capital


1,170,775



1,170,775Retained
    deficit(3)


(190,901
)


(193,846
)Treasury stock, 57,245 Class B shares at cost


(24,233
)


(24,233
)Accumulated other comprehensive
    income(4)


40,827



42,978Total Cinemark USA, Inc.s stockholders equity


1,046,011



1,045,217Noncontrolling interests


11,865



11,865Total equity


1,057,876



1,057,082Total capitalization

$
2,736,402


$
2,778,373     (1)

    
    As of March 31, 2011, our senior secured credit facility
    consisted of a $150.0 million revolving credit facility,
    with no borrowings outstanding, and a $1,120.0 million term
    loan, of which $1,070.1 million was outstanding.
    Approximately $157.3 million of the term loan matures in
    October 2013 and approximately $912.8 million matures in
    April 2016. As of March 31, 2011, the average interest rate
    on the term loan borrowings that mature in October 2013 was 3.1%
    per annum. As of March 31, 2011, on an as adjusted basis,
    after giving effect to the issuance of the Exchange Notes and
    the use of proceeds therefrom, we would have had
    $912.8 million outstanding under our term loan facility,
    all of which matures in April 2016 at an average interest rate
    of 5.1% per annum.(2)

    
    Represents the aggregate principal amount of the Senior Notes
    before the original issue discount, which was $10.1 million
    as of March 31, 2011.(3)

    
    Reflects the impact of loss on early retirement of debt of
    approximately $2.9 million, which includes the write-off of
    a portion of the unamortized debt issue costs associated with
    our senior secured credit facility and the write-off of a
    portion of the accumulated other comprehensive loss associated
    with certain of our interest rate swap agreements, net of taxes.(4)

    
    Reflects the write-off of a portion of the accumulated other
    comprehensive loss associated with certain of our interest rate
    swap agreements. 40




---



##### Table of Contents



SELECTED
    HISTORICAL CONDENSED CONSOLIDATED FINANCIAL AND OPERATING
    DATA    Period from



Period fromJanuary 1,



October 5,2006 to



2006 to














Three MonthsOctober 4,



December 31,


Year Ended December 31,


Ended March 31,2006



2006


2007


2008


2009


2010


2010


2011(Predecessor)



(Successor)


(Successor)(In thousands)Statement of Operations Data:Revenues:Admissions

$
514,183



$
246,092


$
1,087,480


$
1,126,977


$
1,293,378


$
1,405,389


$
342,990


$
311,692Concession


260,223




115,575



516,509



534,836



602,880



642,326



153,104



146,681Other


54,683




29,838



78,852



80,474



80,242



93,429



20,537



24,763Total revenues

$
829,089



$
391,505


$
1,682,841


$
1,742,287


$
1,976,500


$
2,141,144


$
516,631


$
483,136Theatre operating costs


496,794




231,637



1,035,360



1,085,630



1,226,175



1,327,898



318,988



298,341Facility lease expense


109,513




48,246



212,730



225,595



238,779



255,717



62,715



66,426General and administrative expenses


45,865




21,784



78,664



89,583



94,818



107,015



24,991



28,552Termination of profit participation agreement











6,952



















Depreciation and amortization


60,043




34,948



151,716



158,034



149,515



143,508



34,091



39,140Impairment of long-lived assets


5,741




23,337



86,558



113,532



11,858



12,538



347



1,015(Gain) loss on sale of assets and other


2,938




2,345



(2,953
)


8,488



3,202



(431
)


3,167



472Total cost of operations


720,894




362,297



1,569,027



1,680,862



1,724,347



1,846,245



444,299



433,946Operating Income

$
108,195



$
29,208


$
113,814


$
61,425


$
252,153


$
294,899


$
72,332


$
49,190Interest Expense

$
37,993



$
31,680


$
102,760


$
74,406


$
81,609


$
112,444


$
26,010


$
29,290Net income (loss)

$
52,344



$
(14,757
)

$
116,220


$
(19,954
)

$
133,087


$
150,930


$
37,047


$
25,593Net income (loss) attributable to Cinemark USA, Inc.

$
50,554



$
(14,436
)

$
115,428


$
(23,849
)

$
129,439


$
147,387


$
35,429


$
25,234   Period from



Period fromJanuary 1,



October 5,2006 to



2006 to














Three MonthsOctober 4,



December 31,


Year Ended December 31,


Ended March 31,2006



2006


2007


2008


2009


2010


2010


2011(Predecessor)



(Successor)


(Successor)(In thousands, except for ratios)Other Financial Data:Ratio of earnings to fixed
    charges(1)


2.05
x







2.47
x


1.11
x


2.28
x


2.11
x


2.28
x


1.71
xCash flow provided by (used for):Operating activities

$
81,846



$
80,611


$
344,708


$
219,788


$
366,706


$
266,230


$
43,640


$
60,756Investing
    activities(2)

$
(76,395
)


$
(555,352
)

$
93,178


$
(94,942
)

$
(183,130
)

$
(136,067
)

$
(19,670
)

$
(35,856
)Financing activities

$
(45,707
)


$
478,854


$
(356,993
)

$
(29,290
)

$
(75,478
)

$
(108,162
)

$
(28,189
)

$
(28,859
)Capital expenditures

$
(77,902
)


$
(29,179
)

$
(146,304
)

$
(106,109
)

$
(124,797
)

$
(156,102
)

$
(19,517
)

$
(35,769
)  41




---



##### Table of Contents



As of and



As of andfor the



for thePeriod from



Period fromJanuary 1,



October 5,














As of and for the2006 to



2006 to


As of and for the


Three MonthsOctober 4,



December 31,


Year Ended December 31,


Ended March 31,2006



2006


2007


2008


2009


2010


2010


2011(Predecessor)



(Successor)


(Successor)


(Successor)Balance Sheet Data:Cash and cash equivalents

$
142,192



$
147,045


$
233,383


$
313,238


$
437,737


$
464,765


$
433,159


$
462,589Theatre properties and equipment, net

$
791,380



$
1,324,571


$
1,314,066


$
1,208,283


$
1,219,588


$
1,215,446


$
1,191,215


$
1,206,796Total assets

$
1,070,778



$
3,159,385


$
3,181,403


$
3,018,838


$
3,283,588


$
3,427,974


$
3,290,656


$
3,411,064Total long-term debt, including current portion

$
605,998



$
1,477,580


$
1,107,977


$
1,097,144


$
1,543,705


$
1,532,441


$
1,540,796


$
1,529,938Equity

$
304,997



$
1,127,361


$
1,266,732


$
1,155,891


$
922,141


$
1,040,705


$
947,724


$
1,057,876Operating Data (attendance in thousands):North
    America(3)Theatres operated (at period end)


202




281



287



293



294



293



292



292Screens operated (at period end)


2,468




3,523



3,654



3,742



3,830



3,832



3,817



3,816Total attendance


81,558




37,156



151,712



147,897



165,112



161,174



39,573



33,389International(4)Theatres operated (at period end)


113




115



121



127



130



137



131



139Screens operated (at period end)


945




965



1,011



1,041



1,066



1,113



1,067



1,125Total attendance


46,930




12,620



60,958



63,413



71,622



80,026



18,934



20,382Worldwide(3)(4)Theatres operated (at period end)


315




396



408



420



424



430



423



431Screens operated (at period end)


3,413




4,488



4,665



4,783



4,896



4,945



4,884



4,941Total attendance


128,488




49,776



212,670



211,310



236,734



241,200



58,507



53,771     (1)

    
    For the purposes of calculating the ratio of earnings to fixed
    charges, earnings consist of income (loss) before income taxes
    plus fixed charges excluding capitalized interest. Fixed charges
    consist of interest expense, capitalized interest, amortization
    of debt issue costs and that portion of rental expense which we
    believe to be representative of the interest factor. For the
    period from October 5, 2006 to December 31, 2006,
    earnings were insufficient to cover fixed charges by
    $6.9 million.(2)

    
    Includes the cash portion of the Century Acquisition purchase
    price of $531.2 million during the period from
    October 5, 2006 to December 31, 2006.(3)

    
    The data excludes certain theatres operated by us in the U.S.
    pursuant to management agreements that are not part of our
    consolidated operations.(4)

    
    The data excludes certain theatres operated by us
    internationally that are not part of our consolidated operations. 42




---



##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS OF 
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS    Overview
    Revenues
    and Expenses
  Rango Just Go With It Kings Speech True Grit Green Hornet Rio Fast Five, Thor, Pirates of the
    Caribbean: On Stranger Tides, The Hangover Part II, Kung Fu
    Panda 2: The Kaboom of Doom, Cars 2, X Men: First Class, Super
    8, Transformers: Dark of the Moon, Harry Potter and the Deathly
    Hallows: Part 2, Twilight: Breaking Dawn, Captain America:
    The First Avenger, Cowboys and Aliens, Rise of the Planet of the
    Apes, Puss in Boots, Happy Feet 2, Mission:
    Impossible  Ghost Protocol, Sherlock Holmes 2 Alvin and the Chipmunks: Chipwrecked
  film-by-film theatre-by-theatre
         43




---



##### Table of Contents



Critical
    Accounting Policies
    Revenue
    and Expense Recognition
         44




---



##### Table of Contents



Impairment
    of Long-Lived Assets
    
    actual theatre level cash flows;
    future years budgeted theatre level cash flows;
    theatre property and equipment carrying values;
    amortizing intangible asset carrying values;
    the age of a recently built theatre;
    competitive theatres in the marketplace;
    the impact of recent ticket price changes;
    available lease renewal options; and
    other factors considered relevant in our assessment of
    impairment of individual theatre assets.  820-10-35,
  Impairment
    of Goodwill and Intangible Assets
  820-10-35,
 45




---



##### Table of Contents



and/or
  820-10-35,
  Income
    Taxes
   46




---



##### Table of Contents



Results
    of Operations
    Three MonthsYear Ended December 31,


Ended March 31,2008


2009


2010


2010


2011Operating data (in millions):RevenuesAdmissions

$
1,127.0


$
1,293.4


$
1,405.4


$
343.0


$
311.7Concession


534.8



602.9



642.3



153.1



146.7Other


80.5



80.2



93.4



20.5



24.7Total revenues

$
1,742.3


$
1,976.5


$
2,141.1


$
516.6


$
483.1Cost of operationsFilm rentals and advertising


612.2



708.2



769.7



188.8



165.2Concession supplies


86.6



91.9



97.5



22.4



23.3Salaries and wages


181.0



203.4



221.2



52.5



50.1Facility lease expense


225.6



238.8



255.7



62.7



66.4Utilities and other


205.8



222.7



239.5



55.2



59.8General and administrative expenses


89.6



94.8



107.0



25.0



28.6Depreciation and amortization


158.1



149.5



143.5



34.1



39.1Impairment of long-lived assets


113.5



11.8



12.5



0.4



1.0(Gain) loss on sale of assets and other


8.5



3.2



(0.4
)


3.2



0.5Total cost of operations


1,680.9



1,724.3



1,846.2



444.3



434.0Operating income

$
61.4


$
252.2


$
294.9


$
72.3


$
49.1Operating data as a percentage of total revenues:RevenuesAdmissions


64.7
%


65.4
%


65.6
%


66.4
%


64.5
%Concession


30.7
%


30.5
%


30.0
%


29.6
%


30.4
%Other


4.6
%


4.1
%


4.4
%


4.0
%


5.1
%Total revenues


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%Cost of
    operations(1)Film rentals and advertising


54.3
%


54.8
%


54.8
%


55.0
%


53.0
%Concession supplies


16.2
%


15.2
%


15.2
%


14.6
%


15.9
%Salaries and wages


10.4
%


10.3
%


10.3
%


10.2
%


10.4
%Facility lease expense


12.9
%


12.1
%


11.9
%


12.1
%


13.7
%Utilities and other


11.8
%


11.3
%


11.2
%


10.7
%


12.4
%General and administrative expenses


5.2
%


4.8
%


5.0
%


4.8
%


5.9
%Depreciation and amortization


9.1
%


7.6
%


6.7
%


6.6
%


8.1
%Impairment of long-lived assets


6.5
%


0.6
%


0.6
%


0.1
%


0.2
%(Gain) loss on sale of assets and other


0.5
%


0.2
%


(0.0
)%


0.6
%


0.1
%Total cost of operations


96.4
%


87.2
%


86.2
%


86.0
%


89.8
%Operating income


3.6
%


12.8
%


13.8
%


14.0
%


10.2
%Average screen count (month end average)


4,703



4,860



4,909



4,891



4,941Revenues per average screen (dollars)

$
370,469


$
406,681


$
436,181


$
105,634


$
97,791  47




---



##### Table of Contents



(1)

    
    All costs are expressed as a percentage of total revenues,
    except film rentals and advertising, which are expressed as a
    percentage of admissions revenues and concession supplies, which
    are expressed as a percentage of concession revenues.  Comparison
    of Three Months Ended March 31, 2011 and March 31,
    2010
  Revenues. year-over-year
  U.S. Operating Segment


International Operating Segment


ConsolidatedThree Months Ended


Three Months Ended


Three Months EndedMarch 31,


March 31,


March 31,%








%








%2011


2010


Change


2011


2010


Change


2011


2010


ChangeAdmissions
    revenues(1)

$
213.6


$
259.3



(17.6
)%

$
98.1


$
83.7



17.2
%

$
311.7


$
343.0



(9.1
)%Concession
    revenues(1)

$
104.8


$
118.5



(11.6
)%

$
41.9


$
34.6



21.1
%

$
146.7


$
153.1



(4.2
)%Other
    revenues(1)(2)

$
10.3


$
9.5



8.4
%

$
14.4


$
11.0



30.9
%

$
24.7


$
20.5



20.5
%Total
    revenues(1)(2)

$
328.7


$
387.3



(15.1
)%

$
154.4


$
129.3



19.4
%

$
483.1


$
516.6



(6.5
)%Attendance(1)


33.4



39.6



(15.7
)%


20.4



18.9



7.9
%


53.8



58.5



(8.0
)%Revenues per average
    screen(2)

$
86,038


$
101,264



(15.0
)%

$
137,859


$
121,325



13.6
%

$
97,791


$
105,634



(7.4
%)     (1)

    
    Amounts in millions.(2)

    
    U.S. operating segment revenues include eliminations of
    intercompany transactions with the international operating
    segment. See Note 15 of our condensed consolidated
    financial statements incorporated by reference into this
    prospectus.  
    Consolidated.  The decrease in
    admissions revenues of $31.3 million was attributable to an
    8.0% decrease in attendance and a 1.2% decrease in average
    ticket price from $5.86 for the first quarter of 2010 to $5.79
    for the first quarter of 2011. The decrease in concession
    revenues of $6.4 million was attributable to the 8.0%
    decrease in attendance partially offset by a 4.2% increase in
    concession revenues per patron from $2.62 for the first quarter
    of 2010 to $2.73 for the first quarter of 2011. The decrease in
    average ticket price was primarily due to the increased
    weighting of
    2-D
    attendance during the first quarter of 2011. The increase in
    concession revenues per patron was primarily due to price
    increases and the favorable impact of exchange rates in certain
    countries in which we operate. The 20.5% increase in other
    revenues was primarily due to increases in ancillary revenue and
    the favorable impact of exchange rates in certain countries in
    which we operate.
    U.S.  The decrease in admissions
    revenues of $45.7 million was attributable to a 15.7%
    decrease in attendance and a 2.3% decrease in average ticket
    price from $6.55 for the first quarter of 2010 to $6.40 for the
    first quarter of 2011. The decrease in concession revenues of
    $13.7 million was attributable to the 15.7% decrease in
    attendance, partially offset by a 5.0% increase in concession
    revenues per patron from $2.99 for the first quarter of 2010 to
    $3.14 for the first quarter of 2011. The decrease in average
    ticket price was primarily due to the increased weighting of
    2-D
    attendance during the first quarter of 2011. The increase in
    concession revenues per patron was primarily due to price
    increases.
    International.  The increase in
    admissions revenues of $14.4 million was attributable to a
    7.9% increase in attendance and an 8.6% increase in average
    ticket price from $4.43 for the first quarter of 2010 to $4.81
    for the first quarter of 2011. The increase in concession
    revenues of $7.3 million was attributable to the 7.9%
    increase in attendance and a 12.0% increase in concession
    revenues per patron from $1.83 for the first quarter of 2010 to
    $2.05 for the first quarter of 2011. The increase in average
    ticket price was primarily due to the favorable impact of
    exchange rates in certain countries in which 48




---



##### Table of Contents



we operate and price increases. The increase in concession
    revenues per patron was primarily due to price increases and the
    favorable impact of exchange rates in certain countries in which
    we operate. The 30.9% increase in other revenues was primarily
    due to increases in ancillary revenue and the favorable impact
    of exchange rates in certain countries in which we operate.  Cost of Operations. year-over-year
  International OperatingU.S. Operating Segment

Segment

ConsolidatedThree Months Ended

Three Months Ended

Three Months EndedMarch 31,

March 31,

March 31,2011

2010

2011

2010

2011

2010Film rentals and advertising

$
116.2


$
148.5


$
49.0


$
40.3


$
165.2


$
188.8Concession supplies


12.6



13.9



10.7



8.5



23.3



22.4Salaries and wages


37.9



42.4



12.2



10.1



50.1



52.5Facility lease expense


45.7



45.7



20.7



17.0



66.4



62.7Utilities and other


39.9



39.6



19.9



15.6



59.8



55.2   
    Consolidated.  Film rentals and
    advertising costs were $165.2 million, or 53.0% of
    admissions revenues, for the first quarter of 2011 compared to
    $188.8 million, or 55.0% of admissions revenues, for the
    first quarter of 2010. The decrease in film rentals and
    advertising costs of $23.6 million was due to a
    $31.3 million decrease in admissions revenues, which
    contributed $19.3 million, and a decrease in our film
    rentals and advertising rate, which contributed
    $4.3 million. The decrease in the film rentals and
    advertising rate was primarily due to lower film rental rates in
    the U.S. segment during the first quarter of 2011 due to
    fewer blockbuster films during that period. Concession supplies
    expense was $23.3 million, or 15.9% of concession revenues,
    for the first quarter of 2011 compared to $22.4 million, or
    14.6% of concession revenues, for the first quarter of 2010. The
    increase in the concession supplies rate was primarily due to
    the increased weighting of our international segment and
    increases in inventory procurement costs.  3-D
  
    U.S.  Film rentals and advertising costs
    were $116.2 million, or 54.4% of admissions revenues, for
    the first quarter of 2011 compared to $148.5 million, or
    57.3% of admissions revenues, for the first quarter of 2010. The
    decrease in film rentals and advertising costs of
    $32.3 million was due to a $45.7 million decrease in
    admission revenues, which contributed $26.2 million, and a
    decrease in our film rentals and advertising rate, which
    contributed $6.1 million. The decrease in the film rentals
    and advertising rate was primarily due to the decrease in the
    number of blockbuster films released, which generally have
    higher film rental rates. Concession supplies expense was
    $12.6 million, or 12.0% of concession revenues, for the
    first quarter of 2011 compared to $13.9 million, or 11.7%
    of concession revenues, for the first quarter of 2010. The
    increase in the concession supplies rate was primarily due to
    increases in inventory procurement costs.   49




---



##### Table of Contents




    International.  Film rentals and
    advertising costs were $49.0 million, or 49.9% of
    admissions revenues, for the first quarter of 2011 compared to
    $40.3 million, or 48.1% of admissions revenues, for the
    first quarter of 2010. The increase in film rentals and
    advertising costs was due to a $14.4 million increase in
    admissions revenues, which contributed $6.9 million, and an
    increase in the film rentals and advertising rate, which
    contributed $1.8 million. Concession supplies expense was
    $10.7 million, or 25.5% of concession revenues, for the
    first quarter of 2011 compared to $8.5 million, or 24.6% of
    concession revenues, for the first quarter of 2010. The increase
    in concession supplies expense of $2.2 million was
    primarily due to a $7.3 million increase in concession
    revenues. The increased concession supplies rate was primarily
    due to increases in inventory procurement costs.  3-D
  General and Administrative Expenses.
  Depreciation and Amortization.
  Impairment of Long-Lived Assets.
  Loss on Sale of Assets and Other.
  Interest Expense.
 50




---



##### Table of Contents



Distributions from NCM.
  Equity in Income of Affiliates.
  Income Taxes.
  Comparison
    of Years Ended December 31, 2010 and December 31,
    2009
  Revenues. year-over-year
  International OperatingU.S. Operating Segment


Segment


ConsolidatedYear Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,%








%








%2010


2009


Change


2010


2009


Change


2010


2009


ChangeAdmissions
    revenues(1)

$
1,044.7


$
1,025.9



1.8
%

$
360.7


$
267.5



34.8
%

$
1,405.4


$
1,293.4



8.7
%Concession
    revenues(1)

$
487.9


$
485.2



0.6
%

$
154.4


$
117.7



31.2
%

$
642.3


$
602.9



6.5
%Other
    revenues(1)(2)

$
44.3


$
43.6



1.6
%

$
49.1


$
36.6



34.2
%

$
93.4


$
80.2



16.5
%Total
    revenues(1)(2)

$
1,576.9


$
1,554.7



1.4
%

$
564.2


$
421.8



33.8
%

$
2,141.1


$
1,976.5



8.3
%Attendance(1)


161.2



165.1



(2.4
)%


80.0



71.6



11.7
%


241.2



236.7



1.9
%Revenues per average
    screen(2)

$
411,708


$
408,017



0.9
%

$
523,078


$
401,828



30.2
%

$
436,181


$
406,681



7.3
%     (1)

    
    Amounts in millions.(2)

    
    U.S. operating segment revenues include eliminations of
    intercompany transactions with the international operating
    segment. See Note 21 of our consolidated financial
    statements incorporated by reference into this prospectus.  
    Consolidated.  The increase in
    admissions revenues of $112.0 million was primarily
    attributable to a 1.9% increase in attendance and a 6.8%
    increase in average ticket price from $5.46 for 2009 to $5.83
    for 2010. The increase in concession revenues of
    $39.4 million was primarily attributable to the 1.9%
    increase in attendance and a 4.3% increase in concession
    revenues per patron from $2.55 for 2009 to $2.66 for 2010. The
    increase in average ticket price was primarily due to
    incremental
    3-D and
    premium pricing and other price increases and the favorable
    impact of exchange rates in certain countries in which we
    operate. The increase in concession revenues per patron was
    primarily due to price increases 51




---



##### Table of Contents



and the favorable impact of exchange rates in certain countries
    in which we operate. The 16.5% increase in other revenues was
    primarily due to increases in ancillary revenue.  
    U.S.  The increase in admissions
    revenues of $18.8 million was primarily attributable to a
    4.3% increase in average ticket price from $6.21 for 2009 to
    $6.48 for 2010, partially offset by a 2.4% decrease in
    attendance for 2010. The increase in concession revenues of
    $2.7 million was primarily attributable to a 3.1% increase
    in concession revenues per patron from $2.94 for 2009 to $3.03
    for 2010, partially offset by the 2.4% decrease in attendance
    for 2010. The increase in average ticket price was primarily due
    to incremental
    3-D and
    premium pricing and other price increases, and the increase in
    concession revenues per patron was primarily due to price
    increases.
    International.  The increase in
    admissions revenues of $93.2 million was primarily
    attributable to an 11.7% increase in attendance and a 20.6%
    increase in average ticket price from $3.74 for 2009 to $4.51
    for 2010. The increase in concession revenues of
    $36.7 million was primarily attributable to the 11.7%
    increase in attendance and a 17.7% increase in concession
    revenues per patron from $1.64 for 2009 to $1.93 for 2010. The
    increase in average ticket price was primarily due to
    incremental
    3-D and
    premium pricing and other price increases and the favorable
    impact of exchange rates in certain countries in which we
    operate. The increase in concession revenues per patron was
    primarily due to price increases and the favorable impact of
    exchange rates in certain countries in which we operate. The
    34.2% increase in other revenues was primarily due to increases
    in ancillary revenue.  Cost of Operations.
  InternationalU.S. Operating

OperatingSegment

Segment

ConsolidatedYear Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2010

2009

2010

2009

2010

2009Film rentals and advertising

$
586.6


$
572.3


$
183.1


$
135.9


$
769.7


$
708.2Concession supplies


59.1



61.9



38.4



30.0



97.5



91.9Salaries and wages


174.1



168.8



47.1



34.6



221.2



203.4Facility lease expense


181.9



178.8



73.8



60.0



255.7



238.8Utilities and other


161.5



163.5



78.0



59.2



239.5



222.7   
    Consolidated.  Film rentals and
    advertising costs were $769.7 million for 2010 compared to
    $708.2 million for 2009, both of which represented 54.8% of
    admissions revenues. The increase in film rentals and
    advertising costs of $61.5 million was primarily due to the
    $112.0 million increase in admissions revenues. Concession
    supplies expense was $97.5 million for 2010 compared to
    $91.9 million for 2009, both of which represent 15.2% of
    concession revenues. The increase in concession supplies expense
    of $5.6 million was primarily due to the $39.4 million
    increase in concession revenues.  3-D
  
    U.S. Film rentals and advertising costs were
    $586.6 million, or 56.2% of admissions revenues, for 2010
    compared to $572.3 million, or 55.8% of admissions
    revenues, for 2009. The increase in film rentals 52




---



##### Table of Contents



and advertising costs of $14.3 million was primarily due to
    the $18.8 million increase in admissions revenues and an
    increase in our film rentals and advertising rate. The increase
    in the film rentals and advertising rate was primarily due to
    higher film rental rates associated with certain blockbuster
    films released in 2010, including the carryover of
    Avatar. Concession supplies expense was
    $59.1 million, or 12.1% of concession revenues, for 2010,
    compared to $61.9 million, or 12.8% of concession revenues,
    for 2009. The decrease in concession supplies expense was
    primarily due to a decrease in the concession supplies rate due
    to favorable inventory procurement costs along with the
    successful implementation of sales price increases.  3-D
  
    International.  Film rentals and
    advertising costs were $183.1 million for 2010 compared to
    $135.9 million for 2009, both of which represented 50.8% of
    admissions revenues. The increase in film rentals and
    advertising costs of $47.2 million was primarily due to the
    $93.2 million increase in admissions revenues. Concession
    supplies expense was $38.4 million, or 24.9% of concession
    revenues, for 2010 compared to $30.0 million, or 25.5% of
    concession revenues, for 2009. The increase in concession
    supplies expense of $8.4 million was primarily due to the
    $36.7 million increase in concession revenues, partially
    offset by a lower concession supplies rate.  3-D
  General and Administrative Expenses.
  Depreciation and Amortization.
  Impairment of Long-Lived Assets.
 53




---



##### Table of Contents



(Gain) Loss on Sale of Assets and Other.
  Interest Expense.
  Interest Income.
  Distributions from NCM.
  Equity in Loss of Affiliates.
  Income Taxes.
  Liquidity
    and Capital Resources
  Operating
    Activities
   54




---



##### Table of Contents



Investing
    Activities
  and/or
    New

ExistingTheatres

Theatres

TotalYear Ended December 31, 2008

$
69.9


$
36.2


$
106.1Year Ended December 31, 2009

$
36.5


$
88.3


$
124.8Year Ended December 31, 2010

$
54.5


$
101.6


$
156.1Three months ended March 31, 2011

$
11.3


$
24.5


$
35.8Three months ended March 31, 2010

$
5.2


$
14.3


$
19.5       Financing
    Activities
   55




---



##### Table of Contents



March 31, 2011


December 31, 2010Cinemark, USA, Inc. term loan

$
1,070.1


$
1,072.8Cinemark USA, Inc. Senior
    Notes(1)


459.9



459.7Total long-term debt

$
1,530.0


$
1,532.5Less current portion


10.8



10.8Long-term debt, less current portion

$
1,519.2


$
1,521.7     (1)

    
    Includes the $470.0 million aggregate principal amount of
    the Senior Notes before the original issue discount, which was
    $10.1 million as of March 31, 2011.      Payments Due by PeriodLess Than








AfterContractual Obligations

Total


One Year


1 - 3 Years


3 - 5 Years


5 Years(In millions)Long-term
    debt(1)

$
1,540.1


$
10.8


$
174.2


$
18.4


$
1,336.7Scheduled interest payments on long-term
    debt(2)


563.6



91.4



174.0



164.7



133.5Operating lease obligations


1,800.5



203.0



403.4



375.5



818.6Capital lease obligations


138.5



7.6



18.1



23.2



89.6Scheduled interest payments on capital leases


96.9



13.7



24.9



20.7



37.6Employment agreements


11.4



3.8



7.6







Purchase
    commitments(3)


138.3



42.5



94.0



0.5



1.3Current liability for uncertain tax
    positions(4)


0.5



0.5











Total obligations

$
4,289.8


$
373.3


$
896.2


$
603.0


$
2,417.3     (1)

    
    Includes the Senior Notes in the aggregate principal amount of
    $470.0 million, excluding the discount of
    $10.1 million.(2)

    
    Amounts include scheduled interest payments on fixed rate and
    variable rate debt agreements. Estimates for the variable rate
    interest payments were based on interest rates currently in
    effect. The average interest rates currently in effect on our
    fixed rate and variable rate debt are 7.0% and 3.2%,
    respectively.(3)

    
    Includes estimated capital expenditures associated with the
    construction of new theatres to which we were committed as of
    March 31, 2011.(4)

    
    The contractual obligations table excludes the long-term portion
    of our liability for uncertain tax positions of
    $16.3 million because we cannot make a reliable estimate of
    the timing of the related cash payments.  Senior
    Secured Credit Facility
   56




---



##### Table of Contents



57




---



##### Table of Contents



8.625% Senior
    Notes
         58




---



##### Table of Contents



7.375% Senior
    Subordinated Notes
    Covenant
    Compliance
    Ratings
    Category

Moodys

Standard and PoorsCinemark USA, Inc. 7.375% Senior Subordinated Notes

B3

BCinemark USA, Inc. 8.625% Senior Notes

B2

BCinemark USA, Inc. Senior Secured Credit Facility

Ba2

BB   New
    Accounting Pronouncements
  No. 2009-17, Consolidations (Topic 810)  Improvements to
    Financial Reporting by Enterprises Involved with Variable
    Interest Entities No. 2009-17). No. 2009-17 No. 2009-17 No. 2009-17
  No. 2010-06, Fair Value Measurements and Disclosures: Improving
    Disclosures about Fair Value Measurements No. 2010-06),
 59




---



##### Table of Contents



820-10, Fair Value Measurements and Disclosures No. 2010-06
  No. 2010-21, Accounting for Technical Amendments to Various
    Commission Rules and Schedules No. 2010-21). No. 2010-21
  No. 2010-22, Accounting for Various Topics No. 2010-22),
  Seasonality
    Quantitative
    and Qualitative Disclosures About Market Risk
    Interest
    Rate Risk
        Amount Hedged

Effective Date

Pay Rate

Receive Rate

Expiration Date(In thousands)$125,000

August 2007

4.9220%

3-month LIBOR

August 2012$175,000

November 2008

3.6300%

1-month LIBOR

(1)$175,000

December 2010

1.3975%

1-month LIBOR

September 2015$175,000

December 2010

1.4000%

1-month LIBOR

September 2015     (1)

    
    $100,000 expires November 2011 and $75,000 expires November 2012. 60




---



##### Table of Contents



Amount Hedged

Effective Date

Pay Rate

Receive Rate

Expiration Date(In thousands)$106,632

August 2007

4.9220%

3-month LIBOR

August 2012$149,285

November 2008

3.6300%

1-month LIBOR

(1)$175,000

December 2010

1.3975%

1-month LIBOR

September 2015$175,000

December 2010

1.4000%

1-month LIBOR

September 2015     (1)

    
    $85,310 expires November 2011 and $63,975 expires November 2012.    AverageExpected Maturity for the Twelve-Month Periods Ending
    March 31,


Interest2012


2013


2014


2015


2016


Thereafter


Total


Fair Value


Rate(In millions)Fixed
    rate(1)(2)

$



$



$



$



$



$
1,120.0


$
1,120.0


$
1,164.2



7.0
%Variable rate


10.8



84.9



89.3



9.2



9.2



216.7



420.1



421.0



3.2
%Total debt

$
10.8


$
84.9


$
89.3


$
9.2


$
9.2


$
1,336.7


$
1,540.1


$
1,585.2     (1)

    
    Includes $650.0 million of our term loan, which represents
    the debt hedged with our interest rate swap agreements discussed
    above as of March 31, 2011.(2)

    
    Includes the Senior Notes in the aggregate principal amount of
    $470.0 million, excluding the discount of
    $10.1 million.  Foreign
    Currency Exchange Rate Risk
   61




---



##### Table of Contents



BUSINESS  Our
    Company
      (972) 665-1000. www.cinemark.com. Form 10-K, Form 10-Q Form 8-K,
  Description
    of Business
        wall-to-wall ceiling-to-floor 3-D
 62




---



##### Table of Contents



wall-to-wall ceiling-to-floor wall-to-wall ceiling-to-floor
  Motion
    Picture Industry Overview
  computer/server
  3-D 3-D 3-D 3-D
  Domestic
    Markets
      U.S. Box





Average TicketYear

Office Revenues


Attendance


Price($ in billions)


(In billions)2001

$
8.1



1.43


$
5.662002

$
9.1



1.57


$
5.812003

$
9.2



1.52


$
6.032004

$
9.3



1.50


$
6.212005

$
8.8



1.38


$
6.412006

$
9.2



1.40


$
6.552007

$
9.6



1.40


$
6.882008

$
9.6



1.34


$
7.182009

$
10.6



1.42


$
7.502010

$
10.6



1.34


$
7.89   Avatar, Toy Story 3, Alice in Wonderland, Harry Potter and the
    Deathly Hallows: Part 1, Iron Man 2, The Twilight
 63




---



##### Table of Contents



Saga: Eclipse, Inception, Despicable Me, How to Train Your
    Dragon, Shrek Forever After, Clash of the Titans, The Karate
    Kid, Tangled, Grown Ups, Megamind, Tron: Legacy, Little Fockers,
    The Fighter True Grit.
  Rio, Fast Five,
    Thor, Pirates of the Caribbean: On Stranger Tides, The Hangover
    Part II, Kung Fu Panda 2: The Kaboom of Doom, Cars 2, X
    Men: First Class, Transformers: Dark of the Moon, Harry Potter
    and the Deathly Hollows: Part 2, Twilight: Breaking Dawn,
    Captain America: The First Avenger, Cowboys and Aliens, Rise of
    the Planet of the Apes, Puss in Boots, Happy Feet 2, Mission
    Impossible-Ghost Protocol, Sherlock Holmes 2 Alvin
    and the Chipmunks: Chipwrecked,
  International
    Markets
    3-D
    Drivers
    of Continued Industry Success
    Importance of Theatrical Success in Establishing Movie Brands
    and Subsequent Markets. pay-per-view
  Increased Importance of International Markets for Box Office
    Success. Avatar Harry Potter and the Deathly
    Hallows: Part 1
  Stable Long-Term Attendance Trends. 3-D.
 64




---



##### Table of Contents



Convenient and Affordable Form of
    Out-Of-Home
    Entertainment. out-of-home out-of-home
  Innovation with Digital Technology. 3-D
  Competitive
    Strengths
    Disciplined Operating Philosophy.
  Leading Position in Our U.S. Markets.
  Strategically Located in Heavily Populated Latin American
    Markets.
  State-of-the-Art
    Theatre Circuit. state-of-the-art 138 state-of-the-art 40-50% 3-D state-of-the-art
  Solid Balance Sheet with Significant Cash Flow from Operating
    Activities.
 65




---



##### Table of Contents



3-D
  Experienced Management.
  Our
    Strategy
    Establish and Maintain Leading Market
    Positions.
  Continue to Focus on Operational
    Excellence.
  Selectively Build in Profitable, Strategic Latin American
    Markets. state-of-the-art 3-D
  Commitment to Digital Innovation. 3-D 3-D 40-50% 3-D
 66




---



##### Table of Contents



Theatre
    Operations
    United
    States Theatres
  Total


TotalState

Theatres


ScreensTexas


79



1,030California


61



740Ohio


19



213Utah


14



177Nevada


10



154Illinois


9



128Colorado


8



127Oregon


7



102Kentucky


7



87Arizona


6



90Pennsylvania


6



89Oklahoma


6



71Florida


5



98Louisiana


5



74Indiana


5



48New Mexico


4



54Virginia


4



52North Carolina


4



41Mississippi


3



41Iowa


3



37Arkansas


3



36Washington


2



30Georgia


2



27New York


2



27South Dakota


2



26South Carolina


2



22West Virginia


2



22Maryland


1



24Kansas


1



20Alaska


1



16Michigan


1



16New Jersey


1



16Missouri


1



15Tennessee


1



14Wisconsin


1



14Massachusetts


1



12Delaware


1



10Minnesota


1



8Montana


1



8Total


292



3,816  67




---



##### Table of Contents



International
    Theatres
  Total


TotalCountry

Theatres


ScreensBrazil


49



409Mexico


31



296Colombia


13



74Central
    America(1)


12



83Chile


11



87Argentina


10



80Peru


9



70Ecuador


4



26Total


139



1,125     (1)

    
    Includes Honduras, El Salvador, Nicaragua, Costa Rica, Panama
    and Guatemala.      Film
    Licensing
    up-to-date
 68




---



##### Table of Contents



The Kids are
    Alright, Black Swan, The Kings Speech
  Food,
    Beverages and Amusements
    
    Optimization of product mix.  We offer
    concession products that primarily include various sizes and
    types of popcorn, soft drinks, coffees, juices, candy and
    quickly-prepared food, such as hot dogs, nachos and ice cream.
    Different varieties and flavors of candy and drinks are offered
    at theatres based on preferences in that particular market. Our
    point of sale system allows us to monitor product sales and make
    changes to product mix when necessary, which also allows us to
    take advantage of national product launches. Specially priced
    combos and promotions are introduced on a regular basis to
    increase average concession purchases as well as to attract new
    buyers. We periodically offer our loyal patrons opportunities to
    receive a discount on certain products by offering reusable
    popcorn tubs and soft drink cups that can be refilled at a
    discount off the regular price.
    Staff training.  Employees are continually
    trained in suggestive-selling and
    upselling techniques. Consumer promotions conducted
    at the concession stand usually include a motivational element
    that rewards theatre staff for exceptional sales of certain
    promotional items.
    Theatre design.  Our theatres are designed to
    optimize efficiencies at the concession stands, which include
    multiple service stations throughout a theatre to facilitate
    serving more customers more quickly. We strategically place
    large concession stands within theatres to heighten visibility,
    reduce the length of concession lines, and improve traffic flow
    around the concession stands. We have self-service concession
    areas in many of our domestic theatres, which allow customers to
    select their own refreshments and proceed to the cash register
    when they are ready. This design allows for efficient service,
    enhanced choices and superior visibility of concession items.
    Concession designs in many of our new domestic theatres have
    incorporated the self-service model.
    Cost control.  We negotiate prices for
    concession supplies directly with concession vendors and
    manufacturers to obtain volume rates. Concession supplies are
    distributed through a national distribution network. The
    concession distributor supplies and distributes inventory to the
    theatres, who place orders directly with the vendors to
    replenish stock. We conduct a weekly inventory of all concession
    products at each theatre to ensure proper stock levels are
    maintained for business. 69




---



##### Table of Contents



Pre-Feature
    Screen Advertising
  First Look
    Conversion
    to Digital Projection Technology
    Participation
    in Digital Cinema Implementation Partners
    3-D 40-50% 3-D
  International
    Markets
  3-D
  Marketing
   70




---



##### Table of Contents



www.cinemark.com
    www.cinemark.com www.cinemark.com
  Online
    Sales
  www.cinemark.com. www.fandango.com.
  Point of
    Sale Systems
   71




---



##### Table of Contents



Competition
        pay-per-view
  Corporate
    Operations
      Employees
   72




---



##### Table of Contents



Regulations
  theatre-by-theatre film-by-film theatre-by-theatre film-by-film
      Financial
    Information About Geographic Areas
    Properties
  United
    States
    International
     73




---



##### Table of Contents



Legal
    Proceedings
   74




---



##### Table of Contents



MANAGEMENT  Executive
    Officers
    Name

Age

PositionLee Roy Mitchell


74


Chairman of the BoardAlan W. Stock


50


Chief Executive Officer; DirectorTimothy Warner


66


President; Chief Operating Officer; DirectorRobert Copple


52


Executive Vice President; Treasurer;
    Chief Financial Officer; Assistant Secretary; DirectorValmir Fernandes


50


President-Cinemark International L.L.C.Michael Cavalier


44


Senior Vice President-General Counsel and Secretary;Tom Owens


54


Senior Vice President-Real EstateSteve Bunnell


51


Senior Vice President-Film Licensing   Lee Roy Mitchell brother-in-law
  Alan W. Stock
  Timothy Warner
  Robert Copple
  Valmir Fernandes
  Michael Cavalier
 75




---



##### Table of Contents



Tom Owens
  Steve Bunnell
  Composition
    of the Board of Directors
      Cinemark
    Holdings Directors
   76




---



##### Table of Contents



Name

Age

PositionLee Roy Mitchell


74



Chairman; DirectorBenjamin D. Chereskin


52



DirectorVahe A. Dombalagian


37



DirectorPeter R. Ezersky


50



DirectorEnrique F. Senior


67



DirectorRaymond W. Syufy


48



DirectorCarlos M. Sepulveda


53



DirectorRoger T. Staubach


69



DirectorDonald G. Soderquist


77



DirectorSteven P. Rosenberg


52



Director   Lee Roy Mitchell brother-in-law
  Benjamin D. Chereskin
  Vahe A. Dombalagian
  Peter R. Ezersky
  Enrique F. Senior
 77




---



##### Table of Contents



Coca-Cola
  Raymond W. Syufy
  Carlos M. Sepulveda
  Roger T. Staubach
  Donald G. Soderquist
  Steven P. Rosenberg
  Director
    Independence
  Regulation S-K
 78




---



##### Table of Contents



EXECUTIVE
    COMPENSATION
  COMPENSATION
    DISCUSSION AND ANALYSIS
       79




---



##### Table of Contents



Executive
    Summary
    
    enhance our long term competitive advantage and sustainable
    profitability, thereby contributing to the value of our
    stockholders investment;
    attract, motivate, reward and retain high caliber talent who
    will direct the Company to increase value for its stockholders;
    align the executives and stockholders long-term
    interests;
    minimize incentives for risky business practices with short-term
    impact; and
    support our business strategy by defining specific business
    criteria and performance targets for executives and rewarding
    achievement of these targets.    
    base salaries;
    annual performance-based cash incentive payments; and
    annual long term equity incentive compensation.       80




---



##### Table of Contents



year-over-year four-year
  
    average revenue growth of 18% compared to the peer group average
    increase of 8%;
    average earnings per share of $1.15 compared to $0.22 for the
    peer group.    state-of-the-art
    
  th th th th
   81




---



##### Table of Contents




    Total direct compensation for our named executive officers is
    generally targeted to compensate between the
    50th and

    75th

    percentiles of our peer group companies for on-target
    performance.
    Our compensation program for named executive officers rewards
    performance while minimizing incentives for risky business
    practices with short-term impact.
    The change of control provisions in our employment agreements
    are double trigger.
    No tax
    gross-ups
    upon termination of employment due to change of control.
    Our named executive officers are prohibited from engaging in
    hedging transactions in Cinemark Holdingss common stock.    Roles
    and Responsibilities
  Compensation Committee.
  
    determining the compensation for each of the named executive
    officers, and reviewing, evaluating and overseeing the
    Companys compensation program;
    determining the compensation for the other executive officers
    and other senior officers it deems appropriate;
    establishing certain business criteria and performance targets
    relevant to compensation for the Chief Executive Officer and
    other executive officers and evaluating their performance
    against such business criteria and performance targets; and
    approving the grant of all equity based compensation.    Management.
  Compensation Consultant.
 82




---



##### Table of Contents



Base
    Salary
    
    nature and responsibility of the position;
    expertise of the individual executive;
    competitiveness of the market for the executives services;
    potential for driving the Companys success in the future;
    peer data;
    the performance reviews and recommendations of the Chief
    Executive Officer (except in the case of his own
    compensation); and
    other judgmental factors deemed relevant by the Compensation
    Committee, such as recommendations of the compensation
    consultant.    Annual
    Performance-Based Cash Incentive Compensation
      Setting a Target Bonus.
 83




---



##### Table of Contents



Setting the Performance
    Factors. and/or
  Measuring Performance.
     84




---



##### Table of Contents



Name

Bonus AmountLee Roy Mitchell

$
1,091,347Alan W. Stock

$
828,556Timothy Warner

$
455,348Robert Copple

$
428,563Valmir Fernandes

$
350,000   Long
    Term Equity Incentive Compensation
        Restricted Stock.
    Performance Awards.
 85




---



##### Table of Contents



IRR

Performance Shares IssuableIRR equal to 8.5% but less than 10.5%

331/3%
    of the maximum performance shares issuableIRR equal to 10.5% but less than 12.5%

662/3%
    of the maximum performance shares issuableIRR equal to or greater than 12.5%

100% of the maximum performance shares issuable   Grants of Plan-Based Awards
    Outstanding Equity Awards at Fiscal Year End
 86




---



##### Table of Contents



Perquisites
    401(k)
    Plan
      Summary
    of Employment Agreements for our Named Executive
    Officers
    Term
    Base Compensation
    Severance Payments
    Termination
    for Good Reason or Without Cause
   87




---



##### Table of Contents



Termination
    Due to Death or Disability
  and/or
  Termination
    For Cause or Voluntary Termination
    Termination
    Due to Change of Control
    12-month
   88




---



##### Table of Contents



and/or
  Benefits
    Perquisites
        Covenants
    Potential Payments Upon Termination
    by us Without Cause or by Executive for Good Reason Potential Payments Upon Termination due to Change of
    Control Potential Payments Upon Death or
    Disability
  Compensation
    Risk
   89




---



##### Table of Contents



Summary
    Compensation Table
    Non-EquityStock

Incentive PlanSalary

Awards

Compensation

All OtherName and Principal Position

Year

($)

($)(1)

($)(2)

Compensation ($)

Total ($)Lee Roy Mitchell


2010



818,510







1,091,347



113,008
(3)


2,022,865Executive Chairman of the Board


2009



802,461







1,069,948



113,008
(3)


1,985,4172008



794,516







855,241



130,637
(3)


1,780,394Alan W. Stock


2010



621,417



2,610,736



828,556



114,289
(4)


4,174,997Chief Executive Officer


2009



609,232



761,539



812,309



59,260
(4)


2,242,3402008



603,200



753,988



649,303



31,563
(4)


2,038,054Timothy Warner


2010



455,348



2,289,346



455,348



86,523
(5)


3,286,564President & Chief Operating


2009



446,420



446,405



446,420



41,193
(5)


1,380,438Officer


2008



442,000



441,998



356,837



24,445
(5)


1,265,280Robert Copple


2010



428,563



2,262,532



428,563



87,300
(6)


3,206,958Chief Financial Officer,


2009



420,160



420,147



420,160



41,281
(6)


1,301,748Treasurer & Executive VP


2008



416,000



415,986



335,846



25,648
(6)


1,193,480Valmir Fernandes


2010



350,000



1,908,864



350,000



105,341
(7)


2,714,205President  Cinemark


2009



294,415



220,809



350,000



47,842
(7)


913,066International


2008



291,500



214,451



175,587



36,396
(7)


717,934     (1)

    
    The amounts reflect the aggregate grant date fair value of
    restricted stock and performance awards (in the form of
    restricted stock units) granted to the named executive officers
    in 2010, 2009 and 2008, computed in accordance with FASB ASC
    Topic 718. The amounts shown exclude the impact of estimated
    forfeitures.The grant date fair values were calculated based on the closing
    price of Cinemark Holdingss common stock on March 31,
    2010 of $18.34 per share, on March 27, 2009 of $9.50 per
    share and on March 28, 2008 of $12.89 per share assuming
    the target level of payment as the most probable outcome.The values of the restricted stock units at the grant dates in
    2010, 2009 and 2008, assuming that the highest level of IRR is
    achieved, are as follows:  Name

2010

2009

2008Alan W. Stock

$
1,499,533


$
571,150


$
565,484Timothy Warner

$
1,258,491


$
334,799


$
331,492Robert Copple

$
1,238,390


$
315,106


$
311,990Valmir Fernandes

$
1,041,914


$
143,526


$
139,380   In March 2010, the Compensation Committee modified the criteria
    used to determine the IRR for the performance awards (in the
    form of restricted stock units) granted to certain executive
    officers and employees in 2008. The modification was
    necessitated to more accurately reflect the intention of the
    Compensation Committee to reward participants for value created
    by factors that are within the control of the employee. Such
    factors and certain external inputs comprise the performance
    criteria for the performance awards. Although the Company has
    performed remarkably well since the beginning of the Performance
    Period for the 2008 performance awards, the challenging economic
    environment has adversely impacted certain external inputs in
    the performance criteria which is outside of the
    participants control. Accordingly, the Compensation
    Committee modified the performance criteria by changing the
    multiple upon which the implied equity value is calculated to
    determine the IRR for the Performance Period for the 2008
    performance awards. The number of restricted stock units subject
    to each performance award however remained unchanged. As a
    result of the application of IRC Section 162(m), for the
    named executive officers the 2008 performance awards were deemed
    cancelled and reissued as of March 31, 90




---



##### Table of Contents



2010. For all other recipients of the 2008 performance awards,
    the change was classified as a modification.The fair values (maximum) of the 2008 stock awards on the
    modification date, using the closing price of Cinemark
    Holdingss common stock as of March 31, 2010 of $18.34
    per share are as follows:  2008Name

(Maximum)Alan W. Stock

$
804,576Timothy Warner

$
471,650Robert Copple

$
443,901Valmir Fernandes

$
198,310   In March 2011, the Compensation Committee certified that
    Cinemark Holdings had achieved the highest level of IRR for the
    Performance Period from January 1, 2008 to
    December 31, 2010. Consequently, the restricted stock units
    that were awarded to the named executive officers in March and
    April 2008 will vest in the maximum amounts in March and April
    2012 respectively, provided the named executive officer
    satisfies the additional time based vesting condition.See Note 19 to Cinemark Holdingss 2010 Annual Report
    on
    Form 10-K
    filed March 1, 2011, for discussion of the assumptions used
    in determining the fair values of these share based awards,
    including forfeiture assumptions and the period over which
    Cinemark Holdings will recognize compensation expense for such
    awards.The specific terms of the restricted stock and restricted stock
    units are discussed in more detail under Compensation
    Discussion and Analysis. See also Grants of
    Plan-Based Awardstable for the 2010 restricted stock and
    performance awards.The grant date fair values for the equity awards do not
    necessarily correspond to the actual values that will be
    realized by the named executive officers. The actual values
    realized will depend on the market value of Cinemark
    Holdingss common stock on the vesting date of the
    restricted stock and the restricted stock units.(2)

    
    Bonuses earned in a fiscal year are paid in February or March of
    the following year pursuant to the Bonus Plan and are based upon
    the attainment of performance targets established by the
    Compensation Committee. The 2010 bonuses were paid on
    February 24, 2011, the 2009 bonuses were paid on
    February 25, 2010 and the 2008 bonuses were paid on
    March 2, 2009.(3)

    
    Represents an annual matching contribution to
    Mr. Mitchells 401(k) savings plan ($12,863 in 2010,
    $12,863 in 2009 and $12,075 in 2008), value of the use of a
    Company vehicle for one year ($0 in 2010, $0 in 2009 and $18,417
    in 2008) and the dollar value of life insurance premiums
    and disability insurance paid by us for the benefit of
    Mr. Mitchell ($100,145 in 2010, 2009 and 2008).(4)

    
    Represents an annual matching contribution to
    Mr. Stocks 401(k) savings plan ($12,863 in 2010,
    $12,863 in 2009 and $12,075 in 2008), dollar value of life
    insurance premiums and disability insurance paid by us for the
    benefit of Mr. Stock ($3,695 in 2010, $3,696 in 2009 and
    $3,695 in 2008) and dividends paid on restricted stock
    ($97,731in 2010, $42,702 in 2009 and $15,793 in 2008).(5)

    
    Represents an annual matching contribution to
    Mr. Warners 401(k) savings plan ($12,863 in 2010,
    $12,863 in 2009 and $12,075 in 2008), dollar value of life
    insurance premiums and disability insurance paid by us for the
    benefit of Mr. Warner ($2,990 in 2010, $3,299 in 2009 and
    $3,112 in 2008) and dividends paid on restricted stock
    ($70,670 in 2010, $25,032 in 2009 and $9,258 in 2008).(6)

    
    Represents an annual matching contribution to
    Mr. Copples 401(k) savings plan ($12,863 in 2010,
    $12,863 in 2009 and $12,075 in 2008), dollar value of life
    insurance premiums and disability insurance paid by us for the
    benefit of Mr. Copple ($5,690 in 2010, $4,860 in 2009 and
    $4,860 in 2008) and dividends paid on restricted stock
    ($68,747 in 2010, $23,559 in 2009 and $8,713 in 2008).(7)

    
    Represents an annual matching contribution to
    Mr. Fernandess 401(k) savings plan ($12,863 in 2010,
    $12,863 in 2009 and $12,075 in 2008), expatriate allowance
    ($37,356 in 2010, $17,957 in 2009 and $16,108 in 2008), dollar
    value of life insurance premiums and disability insurance paid
    by us for the 91




---



##### Table of Contents



benefit of Mr. Fernandes ($3,122 in 2010, 2009 and
    2008) and dividends paid on restricted stock ($52,001 in
    2010, $13,901 in 2009 and $5,091in 2008).  Grants of
    Plan-Based Awards
    Grants of
    Plan-Based Awards
  All Other StockAwards: Number of


Grant Date Fair2010





Estimated Future Payouts Under Non-Equity Incentive Plan
    Awards(1)


Estimated Future Payouts Under Equity Incentive Plan
    Awards(2)


Shares of Stock or


Value of StockGrant





Threshold


Target


Maximum


Threshold


Target


Maximum


Units(3)


Awards(4)Name

Dates


*


($)


($)


($)


(#)


(#)


(#)


(#)


($)Lee Roy Mitchell


2/24/11







272,809



818,510



1,091,347



















Alan W. Stock


2/24/11







207,118



621,417



828,5563/31/10



3/30/10















27,254



54,509



81,763







999,6953/31/10



3/30/10



























87,843



1,611,041Timothy Warner


2/24/11







113,826



341,511



455,3483/31/10



3/30/10















22,873



45,747



68,620







839,0003/31/10



3/30/10



























79,081



1,450,346Robert Copple


2/24/11







107,130



321,422



428,5633/31/10



3/30/10















22,507



45,016



67,524







825,5933/31/10



3/30/10



























78,350



1,436,939Valmir Fernandes


2/24/11







87,491



262,500



350,0003/31/10



3/30/10















18,936



37,874



56,811







694,6093/31/10



3/30/10



























66,208



1,214,255     *
    
    The date the Compensation Committee took action to grant the
    2010 equity awards.(1)

    
    In March 2010, the Compensation Committee established
    performance targets for our named executive officers for the
    2010 fiscal year under the terms of the Bonus Plan. The
    Compensation Committee approved the 2010 bonuses for the named
    executive officers on February 21, 2011 and the bonuses
    were paid on February 24, 2011. See Compensation
    Discussion and Analysisfor a description of the bonus
    process under the Bonus Plan and the Summary Compensation
    Tablefor the actual bonus amounts paid to each named
    executive officer for the 2010 fiscal year.(2)

    
    In March 2010, under the terms of the Restated Plan, the
    Compensation Committee approved performance awards in the form
    of restricted stock units for an aggregate maximum of 274,718
    hypothetical shares of restricted stock to our named executive
    officers, except Mr. Mitchell, who, the Compensation
    Committee determined, had sufficient equity ownership to align
    his interests with the interests of the stockholders. The number
    of shares subject to each performance award was determined in
    part by reference to the closing price of Cinemark
    Holdingss common stock on March 31, 2010 of $18.34
    per share. The performance shares vest based on a combination of
    financial performance factors and continued service. The
    Performance Period for the 2010 performance awards ends
    December 31, 2012. All payouts of restricted stock units
    upon attainment of performance goal will be in the form of
    restricted stock that will vest if the participant continues to
    provide services through March 31, 2014 (the fourth
    anniversary of the grant date). Restricted stock unit awards are
    eligible to receive dividend equivalent payments to the extent
    declared by our Board if and at the time the restricted stock
    unit awards become vested. See Compensation Discussion and
    Analysisfor a description of the performance awards.(3)

    
    In March 2010, under the terms of the Restated Plan, the
    Compensation Committee approved restricted stock awards for an
    aggregate of 311,482 shares of restricted stock to our
    named executive officers, except Mr. Mitchell. The number
    of shares subject to each award was determined by reference to
    the closing price of Cinemark Holdingss common stock on
    March 31, 2010 of $18.34 per share. Such shares vest as
    follows subject to continued service: 50% on March 31, 2012
    and the remaining 50% on March 31, 2014. 92




---



##### Table of Contents



Holders of restricted stock receive dividends to the extent
    declared by our Board, at the same rate paid to other
    stockholders of Cinemark Holdings, currently at $0.21 per share.(4)

    
    The grant date fair values of restricted stock and restricted
    stock units were determined using the closing price of Cinemark
    Holdingss common stock on the grant date of $18.34 per
    share. The grant date fair values of the restricted stock units
    were determined based upon the target level of payment as the
    most probable outcome and were computed in accordance with FASB
    ASC Topic 718. The amounts shown exclude the impact of estimated
    forfeitures. See Note 19 to Cinemark Holdingss 2010
    Annual Report on
    Form 10-K
    filed March 1, 2011, for discussion of the assumptions used
    in determining the fair values of these share based awards,
    including forfeiture assumptions, and the period over which
    Cinemark Holdings will recognize compensation expense for such
    awards.  Outstanding
    Equity Awards
    Outstanding
    Equity Awards at Fiscal Year-End
  Stock AwardsEquity Incentive

Equity IncentiveMarket

Plan Awards:

Plan Awards:Number of

Value of

Number of

Market orShares or

Shares or

Unearned

Payout Value ofUnits of

Units of

Shares, Units or

Unearned Shares,Stock That

Stock That

Other Rights That

Units or OtherHave Not

Have Not

Have Not

Rights That HaveVested

Vested

Vested

Not VestedName

(#)

($)(5)

(#)

($)
    (8)Lee Roy Mitchell














Alan W. Stock


87,843
(1)


1,514,413



27,254
(6)


469,85940,081
(2)


690,996



20,040
(7)


345,49014,624
(3)


252,118







43,870
(4)


756,319







Timothy Warner


79,081
(1)


1,363,356



22,873
(6)


394,33123,495
(2)


405,054



11,747
(7)


202,5188,573
(3)


147,799







25,717
(4)


443,361







Robert Copple


78,350
(1)


1,350,754



22,507
(6)


388,02122,113
(2)


381,228



11,056
(7)


190,6058,068
(3)


139,092







24,204
(4)


417,277







Valmir Fernandes


66,208
(1)


1,141,426



18,936
(6)


326,45713,171
(2)


227,068



5,036
(7)


86,8214,714
(3)


81,269







10,813
(4)


186,416







     (1)

    
    The reported numbers represent the number of shares of
    restricted stock granted on March 31, 2010. Subject to
    continued employment, 50% of these shares will vest on
    March 31, 2012 and the remaining 50% on March 31, 2014.(2)

    
    The reported numbers represent the number of shares of
    restricted stock granted on March 27, 2009. Subject to
    continued employment, 50% of these shares will vest on
    March 27, 2011 and the remaining 50% on March 27, 2013.(3)

    
    The reported numbers represent 50% of the restricted stock
    granted on March 28, 2008 (for Messers. Stock, Warner and
    Copple) and April 10, 2008 (for Mr. Fernandes) which
    remain after 50% of the 2008 93




---



##### Table of Contents



grant vested on March 28 (for Messers. Stock, Warner and Copple)
    and April 10, 2010 (for Mr. Fernandes). The restricted
    stock reported will vest on March 28, 2012 (for Messers.
    Stock, Warner and Copple) and April 10, 2010 (for
    Mr. Fernandes).(4)

    
    The reported numbers represent the number of performance shares
    awarded in the form of restricted stock units on March 28,
    2008 and cancelled and reissued on March 31, 2010. The
    relevant performance condition was based on an IRR for the three
    year Performance Period from January 1, 2008 to
    December 31, 2010. On February 21, 2011, the
    Compensation Committee certified that Cinemark Holdings had
    achieved the highest level of IRR for the Performance Period
    from January 1, 2008 to December 31, 2010. The shares
    underlying the restricted stock units are subject to an
    additional service requirement and will be paid in the form of
    Common Stock if the executive continues to provide services
    through March 28, 2012.(5)

    
    The market value of the restricted stock was valued at the
    closing price of Cinemark Holdingss common stock on
    December 31, 2010 of $17.24 per share.(6)

    
    Assumes achievement of the threshold performance goals for such
    award. The performance shares in the form of restricted stock
    units were awarded on March 31 2010. The payout of the
    performance shares are subject to achieving performance targets
    over a three year Performance Period from January 1, 2010
    to December 31, 2012 and satisfying an additional year of
    continued employment. The performance shares will vest on
    March 31, 2014.(7)

    
    Assumes achievement of the threshold performance goals for such
    award. The performance shares in the form of restricted stock
    units were awarded on March 27, 2009. The payout of the
    performance shares are subject to achieving performance targets
    over a three year Performance Period from January 1, 2009
    to December 31, 2011 and satisfying an additional year of
    continued employment. The performance shares will vest on
    March 27, 2013.(8)

    
    The market value of the unearned performance shares in the form
    of restricted stock units was valued based on the achievement of
    threshold performance goals at the closing price of Cinemark
    Holdingss common stock on December 31, 2010 of $17.24
    per share.  Option
    Exercises and Stock Vested
  Stock
    Vested
  Stock AwardsNumber ofShares


ValueAcquired on


Realized onName

Vesting (#)


VestingLee Roy Mitchell






Alan W. Stock


14,623


$
266,139(1
)Timothy Warner


8,572


$
156,010(1
)Robert Copple


8,068


$
146,838(1
)Valmir Fernandes


4,714


$
85,512(2
)     (1)

    
    The aggregate dollar amount realized upon vesting was calculated
    based upon the closing price of Common Stock on March 26,
    2010 of $18.20 per share.(2)

    
    The aggregate dollar amount realized upon vesting was calculated
    based upon the closing price of Common Stock on April 12,
    2010 of $18.14 per share. 94




---



##### Table of Contents



Shares Withheld byCinemark Holdings


Net SharesShares Vested


for Payment of Tax


IssuedName

(#)


Withholding (#)


(#)Lee Roy Mitchell










Alan W. Stock


14,623



3,867



10,756Timothy Warner


8,572



2,267



6,305Robert Copple


8,068



2,133



5,935Valmir Fernandes


4,714



0



4,714   Potential
    Payments upon Termination by us Without Cause or by Executive
    for Good Reason
    Life and





Value ofHealth


Disability





EquitySalary


Bonus


Insurance


Insurance


Assistance


Awards(1)


(2)


(3)


(3)


(4)


(5)


TotalLee Roy Mitchell

$
818,510


$
2,161,295


$
5,813


$
100,145


$
86,500


$



$
3,172,263Alan W. Stock

$
1,242,834


$
1,640,865


$
23,484


$
7,390


$
792


$
2,861,530


$
5,776,895Timothy Warner

$
910,696


$
901,768


$
19,806


$
5,980


$
792


$
1,909,123


$
3,748,165Robert Copple

$
857,126


$
848,723


$
23,484


$
11,380


$
792


$
1,829,750


$
3,571,255Valmir Fernandes

$
700,000


$
700,000


$
23,484


$
6,244


$
792


$
1,148,736


$
2,579,256     (1)

    
    Except for Mr. Mitchell, the amounts reported are
    calculated as follows: two times the annual base salary in
    effect as of December 31, 2010 payable according to
    Companys normal payroll practices for a period of
    24 months. Mr. Mitchell will only receive his annual
    base salary for a period of twelve (12) months.(2)

    
    The amounts reported are calculated as follows: the sum of the
    annual bonus the executive would have received for the fiscal
    year ended December 31, 2010 and the annual bonus received
    by the executive for the fiscal year ended December 31,
    2009. See Footnote 2 to Summary Compensation Table.(3)

    
    The amounts reported are calculated as follows: welfare benefit
    plans and insurance programs for a period of 12 months for
    Mr. Mitchell and 24 months for Messers. Stock, Warner,
    Copple and Fernandes. Disability insurance includes premiums for
    long-term disability, individual disability income protection
    and short-term disability.(4)

    
    Mr. Mitchell is entitled to receive tax preparation
    assistance for five years following the date of termination. We
    estimate the cost of such preparation to be approximately
    $17,300 per year for five years. Messers Stock, Warner, Copple
    and Fernandes are entitled to use our office space for a period
    of three months following the date of termination. We estimate
    the amount to be approximately $792 for the use of a
    144 square foot office at a rental rate of approximately
    $22 per square foot per annum.(5)

    
    The amounts reported have been determined based on the following
    provision in the respective employment agreements.Any outstanding equity award with time based vesting provisions
    shall vest on a prorata basis. Any equity awards with
    performance based vesting provisions shall remain outstanding
    through the remainder of the applicable Performance Period and
    if or to the extent the performance provisions are attained
    shall vest without regard to any continued employment
    requirement on a pro rata basis. The pro rata basis for the 95




---



##### Table of Contents



equity awards is based on the percentage determined by dividing
    (i) the number of days from and including the grant date of
    such equity award through the termination date of the
    executives employment, by (ii) the number of days
    from the grant date to the full vesting date/end of the
    applicable Performance Period, as applicable, of such equity
    awards. Based on the above provision, the total number of equity
    awards that would have vested in each named executive officer on
    December 31, 2010 is as follows: restricted
    stock  61,390 for Alan W. Stock, 43,771 for Timothy
    Warner, 42,302 for Robert Copple and 30,648 for Valmir
    Fernandes; and performance shares (in the form of restricted
    stock units)  104,592 for Alan W. Stock, 66,967 for
    Timothy Warner, 63,832 for Robert Copple and 35,984 for Valmir
    Fernandes. The number of performance shares (restricted stock
    units) that would vest has been determined based on the
    assumption that the maximum IRR would be achieved over the
    Performance Period. There were no outstanding options for any of
    the named executive officers as of December 31, 2010. See
    Grants of Plan-Based Awardstable and Outstanding
    Equity Awards at Fiscal Year-End table.The values of the equity awards have been calculated using the
    closing price of our Common Stock on December 31, 2010 of
    $17.24 per share.  Potential
    Payments upon Termination for Cause
    Potential
    Payments upon Termination due to Change of Control
    Value ofSalary





Health


Life





Equity2010


Bonus


Insurance


Insurance


Assistance


Awards(1)


(2)


(3)


(3)


(4)


(5)


TotalLee Roy Mitchell

$



$



$



$



$



$



$
Alan W. Stock

$
1,242,834


$
2,047,020


$
29,355


$
9,238


$
792


$
5,659,926


$
8,989,164Timothy Warner

$
910,696


$
1,124,978


$
24,758


$
7,475


$
792


$
4,150,151


$
6,218,849Robert Copple

$
857,126


$
1,058,803


$
29,355


$
14,225


$
792


$
4,024,299


$
5,984,600Valmir Fernandes

$
700,000


$
875,000


$
29,355


$
7,805


$
792


$
2,876,063


$
4,489,015     (1)

    
    The amounts reported are calculated as follows: two times the
    annual base salary in effect as of December 31, 2010
    payable in a lump sum within 30 days of such termination.(2)

    
    The amounts reported are calculated as follows: the sum of the
    annual bonus the executive would have received for the fiscal
    year ended December 31, 2010 and one and a half times the
    annual bonus received by the executive for the fiscal year ended
    December 31, 2009. See Footnote 2 to Summary
    Compensation Table.(3)

    
    The amounts reported are calculated as follows: welfare benefit
    plans and insurance programs for 30 months for Messers.
    Stock, Warner, Copple and Fernandes. Disability insurance
    includes premiums for long-term disability, individual
    disability income protection and short-term disability.(4)

    
    Messers Stock, Warner, Copple and Fernandes are entitled to use
    our office space for three months following the date of
    termination. We estimate the amount to be approximately $792 for
    the use of a 144 square foot office at a rental rate of
    approximately $22 per square foot per annum.(5)

    
    The amounts reported have been determined based on the following
    provision in the respective employment agreements. Upon
    termination due to change of control, any outstanding equity
    award granted to the executive shall be fully vested and
    exercisable and all restrictions lapse. Based on the above
    provision, the total number of equity awards that would have
    vested on an accelerated basis in each named executive officer
    on December 31, 2010 are as follows: restricted
    stock  142,548 for Alan W. Stock, 96




---



##### Table of Contents



111,149 for Timothy Warner, 108,531 for Robert Copple and 84,093
    for Valmir Fernandes; performance shares (in the form of
    restricted stock units)  185,754 for Alan W. Stock,
    129,579 for Timothy Warner, 124,897 for Robert Copple and 82,732
    for Valmir Fernandes. The number of performance shares
    (restricted stock units) that would vest has been determined
    based on the assumption that the maximum IRR would be achieved
    over the Performance Period. See Grants of Plan-Based Awardstable and Outstanding Equity Awards at Fiscal Year Endtable.    Potential
    Payments upon Termination due to Death or Disability
    Life and

Value ofHealth

Disability

EquitySalary

Bonus

Insurance

Insurance

Awards(1)

(2)

(3)

(3)

(4)

TotalLee Roy Mitchell

$
818,510


$
1,091,347


$
5,813


$
100,145


$



$
2,015,815Alan W. Stock

$
621,417


$
828,556


$
11,742


$
3,695


$
541,905


$
2,007,315Timothy Warner

$
455,348


$
455,348


$
9,903


$
2,990


$
412,795


$
1,336,384Robert Copple

$
428,563


$
428,563


$
11,742


$
5,690


$
402,020


$
1,276,578Valmir Fernandes

$
350,000


$
350,000


$
11,742


$
3,122


$
306,200


$
1,021,064     (1)

    
    The amounts reported are the annual base salary of each
    executive in effect as of December 31, 2010, payable as a
    lump sum.(2)

    
    The amounts reported are the annual bonus each executive would
    have received for the fiscal year ended December 31, 2010.
    See Footnote 2 to Summary Compensation Table.(3)

    
    The amounts reported are calculated as follows: welfare benefit
    plans and insurance programs for a period of 12 months for
    Messers. Mitchell, Stock, Warner, Copple and Fernandes.
    Disability insurance includes premiums for long-term disability,
    individual disability income protection and short-term
    disability.(4)

    
    Pursuant to the respective employment agreement of each named
    executive officer, upon termination due to death or disability,
    the executive or executives estate or representative shall
    be entitled to receive any previously vested equity awards.
    Additionally, pursuant to the Restated Plan, upon death or
    disability, the lesser of, (a) an additional twenty percent
    (20%) of the shares of Common Stock covered by an individual
    option or restricted award and (b) the remaining amount of
    unvested shares of Common Stock covered by the option or
    restricted award shall become vested and exercisable.Pursuant to the above, the total number of equity awards that
    would have vested and be exercisable upon death or disability of
    each named executive officer would be as follows: restricted
    stock  31,433 for Alan W. Stock, 23,944 for Timothy
    Warner, 23,319 for Robert Copple and 17,761 for Valmir Fernandes.As of December 31, 2010, there were no vested, exercisable
    options for Messers. Stock, Warner, Copple and Fernandes.The values of the equity awards have been calculated using the
    closing price of our Common Stock on December 31, 2010 of
    $17.24 per share.  Internal
    Revenue Code Section 162(m)
   97




---



##### Table of Contents



Compensation
    Committee Interlocks and Insider Participation
    Compensation
    of Directors
                     98




---



##### Table of Contents



Director
    Compensation
  FeesEarned or

Stock

OtherPaid in Cash

Awards

Compensation

TotalName

($)(1)

($)(2)

($)(3)

($)Benjamin D. Chereskin


66,250



174,980



4,826



246,056Vahe A. Dombalagian














Peter R. Ezersky


60,000



155,885



4,352



220,237Enrique F. Senior


50,000



99,993



6,145



156,138Raymond W. Syufy


17,432











17,432Carlos M. Sepulveda


70,000



99,993



6,145



176,138Roger T. Staubach


50,000



99,993



6,145



156,138Donald G. Soderquist


50,000



99,993



6,145



156,138Steven P. Rosenberg


77,500



99,997



4,908



182,405     (1)

    
    Fees earned by our non-employee directors pursuant to Cinemark
    Holdings Non-Employee Director Compensation Policy.
    Mr. Chereskin and Mr. Rosenbergs fees were
    higher in 2010 due to adjustments for certain underpayments in
    previous years. As the Chairman of the compensation committee
    and member of the nominating and corporate governance committee
    to the Holdings Board, Mr. Chereskin received an additional
    $6,250 (prorated) for his services in 2009. Mr. Rosenberg
    received an additional $17,500 for his services as a member of
    the audit committee to the Holdings Board in 2008 (prorated) and
    2009.(2)

    
    Pursuant to our Non-Employee Director Compensation Policy, in
    January 2010, Messers. Chereskin and Ezersky were awarded 5,168
    and 3,852 shares of restricted stock, respectively, for
    2009. Mr. Chereskin became eligible to receive the annual
    restricted stock grant upon the termination of his employment
    with MDCP on September 30, 2009 and Mr. Ezersky became
    eligible for the same upon sale by the Quadrangle Investors of
    their ownership of Common Stock on December 9, 2009.
    Consequently, at the first Holdings Board meeting of 2010, the
    Holdings Board approved the annual restricted stock grants for
    2009 to Messers. Chereskin and Ezersky, prorated from the
    respective eligible dates to the vest date of June 30, 2010.The grant date fair value of the restricted stock awarded to
    Messers. Chereskin and Ezersky in January 2010 were calculated
    using the closing price of Cinemark Holdings common stock on
    January 28, 2010 of $14.51 per share.In April 2010, Mr. Rosenberg received the annual restricted
    stock grant for 2010 of 5,414 shares of restricted stock
    and in June 2010, Messers. Chereskin, Ezersky, Senior,
    Sepulveda, Staubach and Soderquist each received the annual
    restricted stock grant of 7,604 shares of restricted stock
    for 2010.The grant date fair value of the restricted stock awarded to
    Mr. Rosenberg in April 2010 was calculated using the
    closing price of Cinemark Holdings common stock on April 1,
    2010 of $18.47 per share.The grant date fair value of the restricted stock awarded to
    Messers. Chereskin, Ezersky, Senior, Sepulveda, Staubach and
    Soderquist in June 2010 were calculated using the closing price
    of Cinemark Holdings common stock on June 30, 2010 of
    $13.15 per share.The grant date fair value of each equity award has been computed
    in accordance with FASB ASC Topic 718.See Note 19 to Cinemark Holdingss 2010 Annual Report
    on
    Form 10-K
    filed March 1, 2011, for discussion of the assumptions used
    in determining the fair values of these share based awards,
    including forfeiture assumptions and the period over which
    Cinemark Holdings will recognize compensation expense for such
    awards.(3)

    
    The amounts reported are dividends paid during 2010 on the
    shares of restricted stock. See Security Ownership of
    Certain Beneficial Owners and Management. 99




---



##### Table of Contents



SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT    
    each person known by us to beneficially hold five percent or
    more of Cinemark Holdingss common stock;
    each of Cinemark Holdingss directors;
    each of Cinemark Holdingss named executive
    officers; and
    all of Cinemark Holdingss executive officers and directors
    as a group.    Beneficial OwnershipNames of Beneficial Owner

Number(1)

Percentage5% StockholdersMadison Dearborn Capital Partners IV,
    LP(2)(10)


10,203,708



9
%Directors and Named Executive OfficersLee Roy
    Mitchell(3)


10,122,845



9
%Alan W.
    Stock(4)


158,766




*Timothy
    Warner(5)


112,767




*Robert
    Copple(6)


159,715




*Valmir
    Fernandes(7)


93,489




*Benjamin D.
    Chereskin(8)


44,482




*Vahe A.
    Dombalagian(9)


10,210,348




*Peter R.
    Ezersky(10)


11,456




*Steven P.
    Rosenberg(11)


28,285




*Enrique F.
    Senior(12)


29,563




*Carlos M.
    Sepulveda(12)


29,563




*Roger T.
    Staubach(12)


29,563




*Donald G.
    Soderquist(12)


29,563




*Raymond W. Syufy







*Executive Officers & Directors as a Group
    (15 persons)(13)


21,290,250



18
%     *
    
    Less than 1%.(1)

    
    In computing the number of shares of Cinemark Holdingss
    common stock beneficially owned by a person and the percentage
    ownership of that person, we deemed outstanding shares of
    Cinemark Holdingss common stock subject to options held by
    that person that were currently exercisable at, or were
    exercisable within 60 days of, the Record Date. The Company
    did not deem these shares outstanding, however, for the purpose
    of computing the percentage ownership of any other person. 100




---



##### Table of Contents



(2)

    
    The address of MDCP is Three First National Plaza,
    Suite 3800, 70 West Madison Street, Chicago, Illinois
    60602.(3)

    
    Includes 4,419,095 shares of Common Stock owned by The
    Mitchell Special Trust. Mr. Mitchell is the co-trustee of
    The Mitchell Special Trust. Mr. Mitchell expressly
    disclaims beneficial ownership of all shares held by The
    Mitchell Special Trust.(4)

    
    Includes 145,308 shares of restricted stock.(5)

    
    Includes 112,767 shares of restricted stock.(6)

    
    Includes 110,054 shares of restricted stock.(7)

    
    Includes  88,645 shares of restricted stock.(8)

    
    Includes 7,604 shares of restricted stock.(9)

    
    The shares beneficially owned by MDCP may be deemed to be
    beneficially owned by Madison Dearborn Partners IV, LP, or MDP
    IV, the sole general partner of MDCP. John A. Canning, Jr., Paul
    J. Finnegan and Samuel M. Mencoff are the sole members of a
    limited partner committee of MDCP that has the power, acting by
    majority vote, to vote or dispose of the shares beneficially
    held by MDCP. Mr. Dombalagian is a limited partner of MDP
    IV and a Managing Director of MDP, and therefore may be deemed
    to share beneficial ownership of the shares beneficially owned
    by MDCP. Messrs. Canning, Finnegan, Mencoff and Dombalagian
    and MDP IV each hereby disclaims any beneficial ownership of the
    10,210,348 shares beneficially owned by MDCP.(10)

    
    Includes 7,604 shares of restricted stock.(11)

    
    Includes 5,005 shares of restricted stock.(12)

    
    Includes 7,604 shares of restricted stock.(13)

    
    Includes no shares of Cinemark Holdingss common stock
    issuable upon the exercise of options. CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   101




---



##### Table of Contents



Certain
    Agreements
  Plitt
    Plaza Joint Venture
    Laredo
    Theatre
  son-in-law.
  Copper
    Beech LLC
    Century
    Theatres
   102




---



##### Table of Contents



DESCRIPTION
    OF EXCHANGE NOTES    Trust Indenture Act
      Brief
    Description of the Exchange Notes and the Subsidiary
    Guarantees
    
    be general senior subordinated unsecured obligations of the
    Company;
    be limited to an aggregate principal amount of $200,000,000,
    subject to our ability to issue Additional Notes;
    mature on June 15, 2021;
    rank equal in right of payment with all existing and future
    Senior Subordinated Debt of the Company;
    be subordinated in right of payment to any existing and future
    Senior Debt of the Company, including Indebtedness of the
    Company under the Credit Agreement and the Senior Notes;
    be structurally subordinated to Indebtedness and other
    liabilities, including trade payables, of the Companys
    non-Guarantor Subsidiaries; and
    rank effectively junior in right of payment to any secured
    Indebtedness of the Company to the extent of the value of the
    collateral securing that Indebtedness, including Indebtedness of
    the Company under the Credit Agreement which is secured by a
    pledge of the Capital Stock of certain of the Companys
    domestic subsidiaries and by certain of the Companys real
    property and substantially all of the Companys personal
    and intangible property.      
    be a general senior subordinated unsecured obligation of such
    Guarantor; 103




---



##### Table of Contents




    rank equal in right of payment with any existing and future
    Senior Subordinated Debt of such Guarantor;
    be subordinated in right of payment to any existing and future
    Senior Debt of such Guarantor, including the guarantees by such
    Guarantor of the Credit Agreement and the Senior Notes; and
    rank effectively junior in right of payment to any secured
    Indebtedness of such Guarantor to the extent of the value of the
    collateral securing that Indebtedness, including the guarantee
    by such Guarantor of Indebtedness under the Credit Agreement.        Principal,
    Maturity and Interest
     104




---



##### Table of Contents



360-day 30-day
  Methods
    of Receiving Payments on the Notes
    Subordination
    of the Notes
    pay the
    Notes Designated Senior Debt Payment Default
        Non-Payment
    Default Payment Blockage Period Blockage Notice
       105




---



##### Table of Contents



360-day provided 360-day 360-day
          provided
       106




---



##### Table of Contents



Paying
    Agent and Registrar for the Notes
    Transfer
    and Exchange
    Subsidiary
    Guarantees
               107




---



##### Table of Contents



Optional
    Redemption
    provided
      12-month
  Year

Percentage2016


103.688
%2017


102.458
%2018


101.229
%2019 and thereafter


100.000
%       Adjusted Treasury Rate
 108




---



##### Table of Contents



Applicable Premium
  Comparable Treasury Issue
  Comparable Treasury Price
  Quotation Agent
  Reference Treasury Dealer
  Reference Treasury Dealer Quotations
  Selection
    and Notice
         109




---



##### Table of Contents



Mandatory
    Redemption
    Repurchase
    at the Option of Holders
  Change
    of Control
  Change of Control Offer Change of Control
    Payment Change of Control Payment
    Date
          provided
     110




---



##### Table of Contents



Rule 14e-1
  Certain
    Covenants
  Restricted
    Payments
         111




---



##### Table of Contents



Restricted Payments
          plus
          provided, however, plus
  plus
 112




---



##### Table of Contents



plus
  plus
        provided
       113




---



##### Table of Contents



provided 12-month 12-month 12-month provided further
                      provided
 114




---



##### Table of Contents



12-month
       115




---



##### Table of Contents



Incurrence
    of Indebtedness and Issuance of Preferred Stock
  incur provided, however,
          provided
    provided, however
     116




---



##### Table of Contents



provided pari passu
    provided
  provided provided, further
  provided, however
  provided
   117




---



##### Table of Contents



provided
      provided
      provided
    provided
 118




---



##### Table of Contents



Liens
  pari passu pari passu
    Dividend
    and Other Payment Restrictions Affecting
    Subsidiaries
            provided
      provided
 119




---



##### Table of Contents



provided
        provided
        provided
  provided
 120




---



##### Table of Contents



Limitations
    on Layering
          Merger,
    Consolidation or Sale of Assets
             121




---



##### Table of Contents



Transactions
    with Affiliates
  Affiliate Transaction
              and/or
         122




---



##### Table of Contents



Designation
    of Restricted and Unrestricted Subsidiaries
    Future
    Guarantors
  New
    Guarantor Other Indebtedness
  Business
    Activities
   123




---



##### Table of Contents



Reports
    Forms 10-Q 10-K
  Form 8-K
    Exchange Offer
      Events of
    Default and Remedies
           124




---



##### Table of Contents



Payment Default
            provided, however,
     125




---



##### Table of Contents



No
    Personal Liability of Directors, Officers, Employees and
    Stockholders
    Legal
    Defeasance and Covenant Defeasance
  Legal Defeasance
          Covenant Defeasance
     126




---



##### Table of Contents



Amendment,
    Supplement and Waiver
       127




---



##### Table of Contents



128




---



##### Table of Contents



Satisfaction
    and Discharge
                Concerning
    the Trustee
     129




---



##### Table of Contents



Additional
    Information
    Certain
    Definitions
    Acquired Debt
      Additional Interest
  Additional Notes
  Affiliate provided
  Attributable Debt
  Beneficial Owner Rule 13d-3 Rule 13d-5
 130




---



##### Table of Contents



Board of Directors
        Business Day
  Capital Lease Obligation
  Capital Stock
          Cash Equivalents
    provided
      P-1 A-1
  Certificados de la Tesoreria de la Federacion
    (Cetes) Bonos de Desarrollo del Gobierno Federal
    (Bondes) or Bonos Adjustables del Gobierno Federal
    (Adjustabonos) provided
   131




---



##### Table of Contents



provided
  provided
      Change of Control
          Commission
  Consolidated Cash Flow plus
  plus
  plus
  plus
 132




---



##### Table of Contents



plus
  plus
  plus
  minus
  minus
    provided, however
    Consolidated Net Income provided, however and/or provided, further
     133




---



##### Table of Contents



Consolidated Net Tangible Assets
  Construction Indebtedness
  Continuing Directors
      Credit Agreement
  Credit Facilities
  DCIP
 134




---



##### Table of Contents



Deemed Capitalized Leases Regulation 97-10
  Default
  Designated Senior Debt
      Digital Projector Financing
  Disqualified Stock
  Equity Interests
  Equity Offering Form S-4 Form S-8
  Exchange Act
  Exchange Notes
  Excluded Contribution
 135




---



##### Table of Contents



Existing Indebtedness
  Fixed Charges
  plus
  plus
  plus
  minus
    Fixed Charge Coverage Ratio Calculation Date
     136




---



##### Table of Contents



provided, however,
          Foreign Restricted Subsidiary
  GAAP
  Government Securities provided, however
 137




---



##### Table of Contents



Guarantee
  take-or-pay,
    provided
  Guarantor
  Hedging Obligations
        Holder
  Indebtedness
                 138




---



##### Table of Contents



Investments
  Indenture
  Initial Notes
  Issue Date
  Lien
  Net Income
  Non-Recourse Debt
   139




---



##### Table of Contents



Notes
  Notes Transactions 3 4
  Obligations
  Parent Entity
  Permitted Business
  Permitted Business Investment
  Permitted Holders
  Permitted Investments
         140




---



##### Table of Contents



provided
  provided, however
        provided, however,
                     141




---



##### Table of Contents



Permitted Junior Securities
      provided provided
    further
  Permitted Liens
      provided
  provided
        provided
     142




---



##### Table of Contents



provided
                  provided
  return-of-money
       143




---



##### Table of Contents



provided however provided further however
    provided
            provided
      Permitted Mitchell Holders Mitchell
    Family
 144




---



##### Table of Contents



Permitted Refinancing Indebtedness provided
          Person
  Pro Forma Cost Savings Regulation S-X
  Representative
  Restricted Investment
  Restricted Payments Computation Period
  Restricted Subsidiary
  Securities Act
 145




---



##### Table of Contents



Senior Debt
                  provided however
  Senior Notes
  Senior Subordinated Debt
      Significant Subsidiary Rule 1-02 Regulation S-X,
  Start Date
  Stated Maturity
 146




---



##### Table of Contents



Subsidiary
      Subsidiary Guarantee
  Theatre Completion
  Unrestricted Subsidiary
            provided
 147




---



##### Table of Contents



provided, however,
  Voting Stock
  Weighted Average Life to Maturity
     BOOK-ENTRY
    SETTLEMENT AND CLEARANCE      
    a limited purpose trust company organized under the laws of the
    State of New York;
    a banking organization within the meaning of the New
    York State Banking Law;
    a member of the Federal Reserve System;
    a clearing corporation within the meaning of the
    Uniform Commercial Code; and
    a clearing agency registered under Section 17A
    of the Exchange Act.     148




---



##### Table of Contents




    will not be entitled to have Exchange Notes represented by the
    Global Exchange Note registered in their names;
    will not receive or be entitled to receive physical,
    certificated Exchange Notes; and
    will not be considered the owners or holders of the Exchange
    Notes under the indenture for any purpose, including with
    respect to the giving of any direction, instruction or approval
    to the trustee under the indenture.      same-day
   149




---



##### Table of Contents



Certificated
    Notes
    
    DTC notifies us at any time that it is unwilling or unable to
    continue as depositary for the Global Exchange Notes and a
    successor depositary is not appointed within 90 days;
    DTC ceases to be registered as a clearing agency under the
    Exchange Act and a successor depositary is not appointed within
    90 days;
    we, at our option, notify the trustee that we elect to cause the
    issuance of certificated Exchange Notes; or
    certain other events provided in the indenture should occur. 150




---



##### Table of Contents



DESCRIPTION
    OF CERTAIN DEBT INSTRUMENTS  Senior
    Secured Credit Facility
             151




---



##### Table of Contents



8.625% Senior
    Notes
         152




---



##### Table of Contents



153




---



##### Table of Contents



CERTAIN
    UNITED STATES FEDERAL TAX CONSEQUENCES          Exchange
    of an Initial Note for an Exchange Note Pursuant to this
    Exchange Offer
   ACCOUNTING
    TREATMENT   154




---



##### Table of Contents



CERTAIN
    ERISA CONSIDERATIONS  non-U.S. or
  General
    Fiduciary Matters
      Prohibited
    Transaction Issues
  and/or and/or PTCE 84-14 PTCE 90-1 PTCE 91-38 PTCE 95-60 PTCE 96-23 provided, further
   155




---



##### Table of Contents



Representation
     156




---



##### Table of Contents



PLAN OF
    DISTRIBUTION    
    you are not an affiliate of ours within the meaning
    of Rule 405 under the Securities Act;
    you are acquiring the Exchange Notes in the ordinary course of
    your business; and
    you do not intend to participate in the distribution of the
    Exchange Notes.    
    you cannot rely on the above interpretations of the
    Commission; and
    you must comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with a
    secondary resale transaction, and the secondary resale
    transaction must be covered by an effective registration
    statement containing the selling security holder information
    required by Item 507 or 508, as applicable, of
    Regulation S-K
    under the Securities Act.    over-the-counter and/or
     157




---



##### Table of Contents



LEGAL
    MATTERS   EXPERTS  Form 10-K
  INCORPORATION
    OF CERTAIN DOCUMENTS BY REFERENCE
      
    the consolidated financial statements and supplemental schedules
    included in our Annual Report filed on
    Form 10-K
    for the fiscal year ended December 31, 2010, as filed with
    the Commission on March 11, 2011;
    the consolidated financial statements and supplemental schedules
    included in our Quarterly Report filed on
    Form 10-Q
    for the quarter ended March 31, 2011, as filed with the
    Commission on May 6, 2011;
    our Current Report on
    Form 8-K
    filed on May 31, 2011; and
    our Current Report on
    Form 8-K
    filed on June 9, 2011  Form 8-K Form 8-K.
   158




---



##### Table of Contents



$200,000,000
  
  Cinemark USA, Inc.
  7.375% Senior Subordinated
    Notes
  due 2021
    PROSPECTUS




---



##### Table of Contents



Part II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 20.
    Indemnification
    of Directors and Officers.                Item 21.
    Exhibits
    and Financial Statement Schedules.   II-1




---



##### Table of Contents



Item 22.
    Undertakings.                         II-2




---



##### Table of Contents



II-3




---



##### Table of Contents



SIGNATURES
  st
  CINEMARK USA, INC.CINEMARK, LLCSUNNYMEAD CINEMA CORP.CINEMARK PROPERTIES, INC.GREELEY HOLDINGS, INC.TRANS TEXAS CINEMA, INC.CINEMARK MEXICO (USA), INC.CINEMARK LEASING COMPANYCINEMARK PARTNERS I, INC.MULTIPLEX SERVICES, INC.CNMK TEXAS PROPERTIES, LLCBRASIL HOLDINGS, L.L.C.CENTURY THEATRES, INC.MARIN THEATRE MANAGEMENT, LLCCENTURY THEATRES NG, LLCCINEARTS, LLCCINEARTS SACRAMENTO, LLCCORTE MADERA THEATRES, LLCNOVATO THEATRES, LLCSAN RAFAEL THEATRES, LLCNORTHBAY THEATRES, LLCCENTURY THEATRES SUMMIT SIERRA, LLCCENTURY THEATRES SEATTLE, LLCCNMK INVESTMENTS, INC./s/  Alan StockChief Executive OfficerCINEMARK CONCESSIONS, LLC./s/  Timothy WarnerPresidentMULTIPLEX PROPERTIES, INC./s/  Vatoni RagsdalePresidentLAREDO THEATRE, LTD.CNMK Texas Properties, L.L.C.its general partner/s/  Alan StockChief Executive Officer  II-4




---



##### Table of Contents



POWER OF
    ATTORNEY
      Name

Title/s/  Lee Roy MitchellLee
    Roy Mitchell

Chairman of the Board of Cinemark USA, Inc.; Director of
    Sunnymead Cinema Corp., Cinemark Properties, Inc., Greeley
    Holdings, Inc., Trans Texas Cinema, Inc., Cinemark Mexico (USA),
    Inc., Cinemark Leasing Company and Cinemark Partners I, Inc./s/  Alan W. StockAlan
    W. Stock

Director and Chief Executive Officer (principal executive
    officer) of Cinemark USA, Inc.; Director of Multiplex
    Properties, Inc.; Director and Chief Executive Officer
    (principal executive officer) of 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 Services,
    Inc. and Century Theatres, Inc.; Manager and Chief Executive
    Officer (principal executive officer) of CNMK Texas Properties,
    LLC; Chief Executive Officer (principal executive officer) of
    Cinemark, LLC, Brasil Holdings, L.L.C., Marin Theatre
    Management, LLC, Century Theatres NG, LLC, CineArts, LLC,
    CineArts Sacramento, LLC, Corte Madera Theatres, LLC, Novato
    Theatres, LLC, San Rafael Theatres, LLC, Northbay Theatres,
    LLC, Century Theatres Summit Sierra, LLC, Century Theatres
    Seattle, LLC and CNMK Investments, Inc./s/  Robert CoppleRobert
    Copple

Director, Executive Vice President and Chief Financial Officer
    (principal financial and accounting officer) of Cinemark USA,
    Inc. and Century Theatres, Inc.; Executive Vice President, Chief
    Financial Officer (principal financial and accounting officer)
    and Treasurer of Sunnymead Cinema Corp. and Cinemark
    Concessions, LLC.; Senior Vice President, Chief Financial
    Officer (principal financial and accounting officer) and
    Treasurer of Cinemark, LLC, Cinemark Properties, Inc., Greeley
    Holdings, Inc., Trans Texas Cinema, Inc., Cinemark Mexico (USA),
    Inc., Cinemark Leasing Company, Cinemark Partners I, Inc.,
    Multiplex Services, Inc., Brasil Holdings, L.L.C. and CMNK
    Investments, Inc.; Manager, Executive Vice President and Chief
    Financial Officer (principal financial and accounting officer)
    of CNMK Texas Properties, LLC; Executive Vice President and
    Chief Financial Officer (principal financial and accounting
    officer) of Marin Theatre Management, LLC, Century Theatres NG,
    LLC, CineArts, LLC, CineArts Sacramento, LLC, Corte Madera
    Theatres, LLC, Novato Theatres, LLC, San Rafael Theatres,
    LLC, Northbay Theatres, LLC, Century Theatres Summit Sierra, LLC
    and Century Theatres Seattle, LLC/s/  Timothy WarnerTimothy
    Warner

Director of Cinemark USA, Inc.; Manager of CNMK Texas
    Properties, LLC; President (principal executive officer) of
    Cinemark Concessions, LLC./s/  Walter HebertWalter
    Hebert

Director of Multiplex Services, Inc./s/  Vatoni RagsdaleVatoni
    Ragsdale

Director, President (principal executive officer) and Treasurer
    (principal financial and accounting officer) of Multiplex
    Properties, Inc.; Director of CNMK Investments, Inc./s/  Michael CavalierMichael
    Cavalier

Director of CNMK Investments, Inc.  II-5




---



##### Table of Contents



Number

Exhibit Title3
.1

Amended and Restated Articles of Incorporation of Cinemark USA,
    Inc. dated June 3, 1992 (incorporated by reference to Exhibit
    3.1 to Cinemark USA, Inc.s Registration Statement on Form
    S-4, File No. 333-162105, filed on September 24, 2009).3
.2

Second Amended and Restated Certificate of Incorporation of
    Cinemark Holdings, Inc. dated April 9, 2007 (incorporated by
    reference to Exhibit 3.1 to Amendment No. 2 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed on April 9, 2007).3
.3

Amended and Restated Bylaws of Cinemark USA, Inc., as amended
    (incorporated by reference to Exhibit 3.4(a) to (f) to Cinemark
    USA, Inc.s Registration Statement on Form S-4, File No.
    333-162105, filed on September 24, 2009).3
.4(a)

Amended and Restated Bylaws of Cinemark Holdings, Inc. dated
    April 9, 2007 (incorporated by reference to Exhibit 3.2 to
    Amendment No. 2 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed on April 9,
    2007).3
.4(b)

First Amendment to the Amended and Restated Bylaws of Cinemark
    Holdings, Inc. dated April 16, 2007 (incorporated by reference
    to Exhibit 3.2(b) to Amendment No. 4 to Cinemark Holdings,
    Inc.s Registration Statement on Form S-1, File No.
    333-140390, filed April 19, 2007).4
.1(a)

Indenture, dated as of June 29, 2009, between Cinemark USA, Inc.
    and Wells Fargo Bank, N.A. governing the 8.625% senior
    notes due 2019 issued thereunder (incorporated by reference to
    Exhibit 4.1 to Cinemark Holdings, Inc.s Current Report on
    Form 8-K, File No. 001-33401, filed July 6, 2009).4
.1(b)

Form of 8.625% senior notes due 2019 (contained in the
    indenture listed as Exhibit 4.1(a) above).4
.2

Exchange and Registration Rights Agreement, dated June 29, 2009,
    by and among Cinemark USA, Inc. and the guarantors and the
    initial purchasers of the 8.625% senior notes (incorporated
    by reference to Exhibit 4.2 to Cinemark Holdings Inc.s
    Current Report on Form 8-K, File No. 001-33401, filed July 6,
    2009).4
.3(a)

Indenture, dated as of June 3, 2011, between Cinemark USA, Inc.
    and Wells Fargo Bank, N.A. governing the 7.375% senior
    subordinated notes due 2021 issued thereunder (incorporated by
    reference to Exhibit 4.1 to Cinemark USA, Inc.s Current
    Report on Form 8-K, File No. 033-47040, filed June 9, 2011).4
.3(b)

Form of 7.375% senior subordinated notes due 2021
    (contained in the indenture listed as Exhibit 4.3(a) above).4
.4

Exchange and Registration Rights Agreement, dated June 3, 2011,
    by and among Cinemark USA, Inc. and the guarantors and the
    initial purchasers of the 7.375% senior subordinated notes
    (incorporated by reference to Exhibit 4.2 to Cinemark USA,
    Inc.s Current Report on Form 8-K, File No. 033-47040,
    filed June 9, 2011).*5


Opinion of Akin Gump Strauss Hauer & Feld LLP.10
.1(a)

Management Agreement, dated December 10, 1993, between Laredo
    Theatre, Ltd. and Cinemark USA, Inc. (incorporated by reference
    to Exhibit 10.14(b) to Cinemark USA, Inc.s Annual Report
    on Form 10-K, File No. 033-47040, filed March 31, 1994).10
.1(b)

First Amendment to Management Agreement of Laredo Theatre, Ltd.,
    effective as of December 10, 2003, between CNMK Texas
    Properties, Ltd. (successor in interest to Cinemark USA, Inc.)
    and Laredo Theatre Ltd. (incorporated by reference to Exhibit
    10.1(d) to Cinemark, Inc.s Registration Statement on Form
    S-4, File No. 333-116292, filed June 8, 2004).10
.1(c)

Second Amendment to Management of Laredo Theatres, Ltd.,
    effective as of December 10, 2008, between CNMK Texas
    Properties, L.L.C. (Successor in interest to Cinemark USA, Inc.)
    and Laredo Theatre Ltd. (incorporated by reference to Exhibit
    10.1(c) to Cinemark USA, Inc.s Annual Report on Form 10-K,
    File No. 001-33401, filed March 13, 2009).+10
.2(a)

Amended and Restated Agreement to Participate in Profits and
    Losses, dated as of March 12, 2004, between Cinemark USA, Inc.
    and Alan W. Stock (incorporated by reference to Exhibit 10.2 to
    Cinemark USA, Inc.s Quarterly Report on Form 10-Q, File
    No. 033-47040, filed May 14, 2004).+10
.2(b)

Termination Agreement to Amended and Restated Agreement to
    Participate in Profits and Losses, dated as of May 3, 2007, by
    and between Cinemark USA, Inc. and Alan W. Stock (incorporated
    by reference to Exhibit 10.2 to Cinemark Holdings, Inc.s
    Current Report on Form 8K, File No. 001-33401, filed May 3,
    2007).




---



##### Table of Contents



Number

Exhibit Title10
.3

License Agreement, dated December 10, 1993, between Laredo Joint
    Venture and Cinemark USA, Inc. (incorporated by reference to
    Exhibit 10.14(c) to Cinemark USA, Inc.s Annual Report on
    Form 10-K, File No. 033-47040, filed March 31, 1994).10
.4(a)

Tax Sharing Agreement, between Cinemark USA, Inc. and Cinemark
    International, L.L.C. (f/k/a Cinemark II, Inc. ), dated as of
    June 10, 1992 (incorporated by reference to Exhibit 10.22 to
    Cinemark USA, Inc.s Annual Report on Form 10-K, File No.
    033-47040, filed March 31, 1993).10
.4(b)

Tax Sharing Agreement, dated as of July 28, 1993, between
    Cinemark USA, Inc. and Cinemark Mexico (USA) (incorporated by
    reference to Exhibit 10.10 to Cinemark Mexico (USA)s
    Registration Statement on Form S-4, File No. 033-72114, filed
    November 24, 1993).+10
.5(a)

Employment Agreement, dated as of March 12, 2004, between
    Cinemark, Inc. and Tandy Mitchell (incorporated by reference to
    Exhibit 10.14(f) to Cinemark USA, Inc.s Quarterly Report
    on Form 10-Q, File No. 033-47040, filed May 14, 2004).+10
.5(b)

Termination Agreement, dated as of June 16, 2008, between
    Cinemark Holdings, Inc. and Tandy Mitchell (incorporated by
    reference to Exhibit 10.5 to Cinemark Holdings, Inc.s
    Quarterly Report on Form 10-Q, File No. 001-33401, filed August
    8, 2008).+10
.5(c)

Employment Agreement, dated as of June 16, 2008, between
    Cinemark Holdings, Inc. and Alan Stock (incorporated by
    reference to Exhibit 10.1 to Cinemark Holdings, Inc.s
    Quarterly Report on Form 10-Q, File No. 333-140390, filed August
    8, 2008).+10
.5(d)

Employment Agreement, dated as of June 16, 2008, between
    Cinemark Holdings, Inc. and Timothy Warner (incorporated by
    reference to Exhibit 10.2 to Cinemark Holdings, Inc.s
    Quarterly Report on Form 10-Q, File No. 333-140390, filed August
    8, 2008).+10
.5(e)

Employment Agreement, dated as of June 16, 2008, between
    Cinemark Holdings, Inc. and Robert Copple (incorporated by
    reference to Exhibit 10.3 to Cinemark Holdings, Inc.s
    Quarterly Report on Form 10-Q, File No. 333-140390, filed August
    8, 2008).+10
.5(f)

Employment Agreement, dated as of June 16, 2008, between
    Cinemark Holdings, Inc. and Michael Cavalier (incorporated by
    reference to Exhibit 10.4 to Cinemark Holdings, Inc.s
    Quarterly Report on Form 10-Q, File No. 333-140390, filed August
    8, 2008).+10
.5(g)

Employment Agreement, dated as of December 15, 2008, between
    Cinemark Holdings, Inc. and Lee Roy Mitchell (incorporated by
    reference to Exhibit 10.5 (q) to Cinemark Holdings, Inc.s
    Annual Report on Form 10-K, File No. 001-33401, filed March 13,
    2009).+10
.5(h)

Employment Agreement, dated as of December 15, 2008, between
    Cinemark Holdings, Inc. and Rob Carmony (incorporated by
    reference to Exhibit 10.5 (r) to Cinemark Holdings, Inc.s
    Annual Report on Form 10-K, File No. 001-33401, filed March 13,
    2009).+10
.5(i)

Employment Agreement, dated as of December 15, 2008, between
    Cinemark Holdings, Inc. and John Lundin (incorporated by
    reference to Exhibit 10.5 (s) to Cinemark Holdings, Inc.s
    Annual Report on Form 10-K, File No. 001-33401, filed March 13,
    2009).+10
.5(j)

Employment agreement, dated as of April 7, 2009, between
    Cinemark Holdings, Inc. and Steven Bunnell (incorporated by
    reference to Exhibit 10.1 to Cinemark Holdings, Inc.s
    Quarterly Report on Form 10-Q, File No. 001-33401, filed August
    7, 2009).+10
.5(k)

Employment Agreement, dated as of February 15, 2010, between
    Cinemark Holdings, Inc. and Valmir Fernandes (incorporated by
    reference to Exhibit 10.5(v) to Cinemark Holdings, Inc.s
    Annual Report on Form 10-K, File No. 001-33401, filed March 10,
    2010).10
.6(a)

Credit Agreement, dated as of October 5, 2006, among Cinemark
    Holdings, Inc., Cinemark, Inc., CNMK Holding, Inc., Cinemark
    USA, Inc., the several banks and other financial institutions or
    entities from time to time parties to the Agreement, Lehman
    Brothers Inc. and Morgan Stanley Senior Funding, Inc., as joint
    lead arrangers and joint bookrunners, Morgan Stanley Senior
    Funding, Inc., as syndication agent, BNP Paribas and General
    Electric Capital Corporation as co-documentation agents, and
    Lehman Commercial Paper Inc., as administrative agent
    (incorporated by reference to Exhibit 10.5 to Current Report on
    Form 8-K, File No. 000-47040, filed by Cinemark USA, Inc. on
    October 12, 2006).




---



##### Table of Contents



Number

Exhibit Title10
.6(b)

First Amendment to Credit Agreement dated as of March 14, 2007
    among Cinemark Holdings, Inc., Cinemark, Inc., CNMK Holding,
    Inc., Cinemark USA, Inc., the several banks and other financial
    institutions or entities from time to time parties thereto,
    Lehman Brothers Inc. and Morgan Stanley Senior Funding, Inc., as
    joint lead arrangers and joint bookrunners, Morgan Stanley
    Senior Funding, Inc., as syndication agent, BNP Paribas and
    General Electric Capital Corporation, as co-documentation
    agents, and Lehman Commercial Paper Inc., as administrative
    agent (incorporated by reference to Exhibit 10.6(b) to Amendment
    No. 1 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed March 16, 2007).10
.6(c)

Second Amendment to Credit Agreement dated as of January 29,
    2010 by and among Lehman Commercial Paper Inc.
    (Lehman), a debtor and debtor in possession under
    chapter 11 of the Bankruptcy Code as Administrative Agent, the
    Required Lenders, Barclays Bank PLC, as successor
    Administrative Agent, Cinemark USA, Inc. and each Loan Party.
    (incorporated by reference to Cinemark USA, Inc.s Annual
    Report on Form 10-K, File No. 001-33401, filed March 10, 2010).10
.6(d)

Third Amendment to Credit Agreement dated as of March 2, 2010 by
    and among Cinemark Holdings, Inc., Cinemark USA, Inc., Barclays
    Bank PLC and the Required Lenders (incorporated by reference to
    Exhibit 10.1 to Cinemark Holdings, Inc.s Current Report on
    Form 8-K , File No. 001-33401, filed on March 8, 2010).10
.6(e)

Guarantee and Collateral Agreement, dated as of October 5, 2006,
    among Cinemark Holdings, Inc., Cinemark, Inc., CNMK Holding,
    Inc., Cinemark USA, Inc. and each subsidiary guarantor party
    thereto (incorporated by reference to Exhibit 10.6 to Current
    Report on Form 8-K, File No. 000-47040, filed by Cinemark USA,
    Inc. on October 12, 2006).+10
.7(a)

Cinemark Holdings, Inc. 2006 Long Term Incentive Plan, dated
    December 22, 2006 (incorporated by reference to Exhibit 10.7(a)
    to Cinemark Holdings, Inc.s Registration Statement on Form
    S-1, File No. 333-140390, filed February 1, 2007).+10
.7(b)

First Amendment to Cinemark Holdings, Inc. 2006 Long Term
    Incentive Plan, dated December 22, 2006 (incorporated by
    reference to Exhibit 10.1 to Cinemark Holdings, Inc.s
    Current Report on Form 8K, File No. 001-33401, filed November
    15, 2007).+10
.7(c)

Amended and Restated Cinemark Holdings, Inc. 2006 Long Term
    Incentive Plan (incorporated by reference to Exhibit 4.1 to
    Cinemark Holdings, Inc.s Quarterly Report on form 10-Q,
    File No. 001-33401, filed May 9, 2008).10
.8

Exhibitor Services Agreement, dated as of February 13, 2007, by
    and between National CineMedia, LLC and Cinemark USA, Inc.
    (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to
    Cinemark Holdings, Inc.s Registration Statement on Form
    S-1, File No. 333-140390, filed March 16, 2007).10
.9

Third Amended and Restated Limited Liability Company Operating
    Agreement, dated as of February 12, 2007, by and between
    Cinemark Media, Inc., American Multi-Cinema, Inc., Regal
    CineMedia, LLC and National CineMedia, Inc. (incorporated by
    reference to Exhibit 10.9 to Amendment No. 1 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed March 16, 2007).10
.10(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Century Stadium 14,
    Sacramento, CA (incorporated by reference to Exhibit 10.10(a) to
    Amendment No. 5 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 20,
    2007).10
.10(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Stadium 14, Sacramento,
    CA (incorporated by reference to Exhibit 10.10(b) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.10(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Stadium 14, Sacramento,
    CA (incorporated by reference to Exhibit 10.10(c) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).




---



##### Table of Contents



Number

Exhibit Title10
.10(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Stadium 14, Sacramento,
    CA (incorporated by reference to Exhibit 10.10(d) to Amendment
    No. 3 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 18, 2007).10
.10(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Stadium 14, Sacramento,
    CA (incorporated by reference to Exhibit 10.10(e) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.11(a)

Indenture of Lease, dated as of December 1, 1995, by and between
    Syufy Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Laguna 16, Elk Grove,
    CA (incorporated by reference to Exhibit 10.11(a) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.11(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of December 1, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Laguna 16, Elk Grove,
    CA (incorporated by reference to Exhibit 10.11(b) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.11(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of December 1, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Laguna 16, Elk Grove,
    CA (incorporated by reference to Exhibit 10.11(c) to Amendment
    No. 3 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 18, 2007).10
.11(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of December 1, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Laguna 16, Elk Grove,
    CA (incorporated by reference to Exhibit 10.11(d) to Amendment
    No. 3 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 18, 2007).10
.11(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of December 1, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Laguna 16, Elk Grove,
    CA (incorporated by reference to Exhibit 10.11(e) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.12(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Century Capitol 16,
    San Jose, CA (incorporated by reference to Exhibit 10.12(a)
    to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.12(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Capitol 16,
    San Jose, CA (incorporated by reference to Exhibit 10.12(b)
    to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.12(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Capitol 16,
    San Jose, CA (incorporated by reference to Exhibit 10.12(c)
    to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.12(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Capitol 16,
    San Jose, CA (incorporated by reference to Exhibit 10.12(d)
    to Amendment No. 3 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 18, 2007).




---



##### Table of Contents



Number

Exhibit Title10
.12(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Capitol 16,
    San Jose, CA (incorporated by reference to Exhibit 10.12(e)
    to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.13(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Century 10
    Berryessa, San Jose, CA (incorporated by reference to
    Exhibit 10.13(a) to Amendment No. 5 to Cinemark Holdings,
    Inc.s Registration Statement on Form S-1, File No.
    333-140390, filed April 20, 2007).10
.13(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 10 Berryessa,
    San Jose, CA (incorporated by reference to Exhibit 10.13(b)
    to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.13(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 10 Berryessa,
    San Jose, CA (incorporated by reference to Exhibit 10.13(c)
    to Amendment No. 3 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 18, 2007).10
.13(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 10 Berryessa,
    San Jose, CA (incorporated by reference to Exhibit 10.13(d)
    to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.13(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 10 Berryessa,
    San Jose, CA (incorporated by reference to Exhibit 10.13(e)
    to Amendment No. 3 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 18, 2007).10
.14(a)

Indenture of Lease, dated as of December 1, 1995, by and between
    Syufy Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 14, Folsom, CA
    (incorporated by reference to Exhibit 10.14(a) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.14(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of December 1, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 14, Folsom, CA
    (incorporated by reference to Exhibit 10.14(b) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.14(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of December 1, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 14, Folsom, CA
    (incorporated by reference to Exhibit 10.14(c) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.14(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of December 1, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 14, Folsom, CA
    (incorporated by reference to Exhibit 10.14(d) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.14(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of December 1, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 14, Folsom, CA
    (incorporated by reference to Exhibit 10.14(e) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).




---



##### Table of Contents



Number

Exhibit Title10
.15(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of Nevada, Inc., as tenant, for Cinedome 12, Henderson,
    NV (incorporated by reference to Exhibit 10.15(a) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.15(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of Nevada,
    Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by
    reference to Exhibit 10.15(b) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007).10
.15(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of Nevada,
    Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by
    reference to Exhibit 10.15(c) to Amendment No. 3 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 18, 2007).10
.15(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of Nevada,
    Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by
    reference to Exhibit 10.15(d) to Amendment No. 3 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 18, 2007).10
.15(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of Nevada,
    Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by
    reference to Exhibit 10.15(e) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007).10
.16(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Century Park 12,
    Redwood City, CA (incorporated by reference to Exhibit 10.16(a)
    to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.16(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Park 12, Redwood City,
    CA (incorporated by reference to Exhibit 10.16(b) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.16(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Park 12, Redwood City,
    CA (incorporated by reference to Exhibit 10.16(c) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.16(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Park 12, Redwood City,
    CA (incorporated by reference to Exhibit 10.16(d) to Amendment
    No. 3 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 18, 2007).10
.16(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Park 12, Redwood City,
    CA (incorporated by reference to Exhibit 10.16(e) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.17(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Century 8, North
    Hollywood, CA (incorporated by reference to Exhibit 10.17(a) to
    Amendment No. 5 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 20,
    2007).




---



##### Table of Contents



Number

Exhibit Title10
.17(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 8, North Hollywood, CA
    (incorporated by reference to Exhibit 10.17(b) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.17(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 8, North Hollywood, CA
    (incorporated by reference to Exhibit 10.17(c) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.17(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 8, North Hollywood, CA
    (incorporated by reference to Exhibit 10.17(d) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.17(e)

Third Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 8, North Hollywood, CA
    (incorporated by reference to Exhibit 10.17(e) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.18(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Century Plaza 10,
    S. San Francisco, CA (incorporated by reference to Exhibit
    10.18(a) to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.18(b)

First Amendment, dated as of October 31, 1996, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Plaza 10, S.
    San Francisco, CA (incorporated by reference to Exhibit
    10.18(b) to Amendment No. 3 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 18, 2007).10
.18(c)

Second Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Plaza 10, S.
    San Francisco, CA (incorporated by reference to Exhibit
    10.18(c) to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.18(d)

Third Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Plaza 10, S.
    San Francisco, CA (incorporated by reference to Exhibit
    10.18(d) to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.18(e)

Fourth Amendment, dated as of September 29, 2005, to Indenture
    of Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Plaza 10, S.
    San Francisco, CA (incorporated by reference to Exhibit
    10.18(e) to Amendment No. 3 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 18, 2007).10
.18(f)

Fifth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Plaza 10, S.
    San Francisco, CA (incorporated by reference to Exhibit
    10.18(f) to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.19(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Cinedome 8,
    Freemont, CA (incorporated by reference to Exhibit 10.19(a) to
    Amendment No. 5 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 20,
    2007).




---



##### Table of Contents



Number

Exhibit Title10
.19(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinedome 8, Freemont, CA
    (incorporated by reference to Exhibit 10.19(b) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.19(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinedome 8, Freemont, CA
    (incorporated by reference to Exhibit 10.19(c) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.19(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinedome 8, Freemont, CA
    (incorporated by reference to Exhibit 10.19(d) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.19(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinedome 8, Freemont, CA
    (incorporated by reference to Exhibit 10.19(e) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.20(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Cinedome 7, Newark,
    CA (incorporated by reference to Exhibit 10.20(a) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.20(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinedome 7, Newark, CA
    (incorporated by reference to Exhibit 10.20(b) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.20(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinedome 7, Newark, CA
    (incorporated by reference to Exhibit 10.20(c) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.20(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinedome 7, Newark,
    CA(incorporated by reference to Exhibit 10.20(d) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.20(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinedome 7, Newark, CA
    (incorporated by reference to Exhibit 10.20(e) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.21(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Century Cinema 16,
    Mountain View, CA (incorporated by reference to Exhibit 10.21(a)
    to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.21(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Cinema 16, Mountain
    View, CA (incorporated by reference to Exhibit 10.21(b) to
    Amendment No. 5 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 20,
    2007).




---



##### Table of Contents



Number

Exhibit Title10
.21(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Cinema 16, Mountain
    View, CA (incorporated by reference to Exhibit 10.21(c) to
    Amendment No. 5 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 20,
    2007).10
.21(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Cinema 16, Mountain
    View, CA (incorporated by reference to Exhibit 10.21(d) to
    Amendment No. 3 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 18,
    2007).10
.21(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Cinema 16, Mountain
    View, CA (incorporated by reference to Exhibit 10.21(e) to
    Amendment No. 5 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 20,
    2007).10
.22(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Sycal Properties, Inc. (succeeded by Syufy Properties,
    Inc.), as landlord and Century Theatres of California, Inc., as
    tenant, for Cinearts 5, Pleasant Hill, CA (incorporated by
    reference to Exhibit 10.22(a) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007).10
.22(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinearts 5, Pleasant Hill, CA
    (incorporated by reference to Exhibit 10.22(b) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.22(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinearts 5, Pleasant Hill, CA
    (incorporated by reference to Exhibit 10.22(c) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.22(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinearts 5, Pleasant Hill, CA
    (incorporated by reference to Exhibit 10.22(d) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.22(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinearts 5, Pleasant Hill, CA
    (incorporated by reference to Exhibit 10.22(e) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.23(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Century 24,
    San Jose, CA (incorporated by reference to Exhibit 10.23(a)
    to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.23(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 24, San Jose, CA
    (incorporated by reference to Exhibit 10.23(b) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.23(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 24, San Jose, CA
    (incorporated by reference to Exhibit 10.23(c) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).




---



##### Table of Contents



Number

Exhibit Title10
.23(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 24, San Jose, CA
    (incorporated by reference to Exhibit 10.23(d) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.23(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 24, San Jose, CA
    (incorporated by reference to Exhibit 10.23(e) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.24(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Cinedome 8, Napa,
    CA (incorporated by reference to Exhibit 10.24(a) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.24(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinedome 8, Napa, CA
    (incorporated by reference to Exhibit 10.24(b) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.24(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinedome 8, Napa, CA
    (incorporated by reference to Exhibit 10.24(c) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.24(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinedome 8, Napa, CA
    (incorporated by reference to Exhibit 10.24(d) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.24(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinedome 8, Napa, CA
    (incorporated by reference to Exhibit 10.24(e) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.25(a)

Lease Agreement, dated as of April 10, 1998, by and between Dyer
    Triangle LLC, as landlord and Century Theatres, Inc., as tenant,
    for Century 25 Union Landing, Union City, CA (incorporated by
    reference to Exhibit 10.25(a) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007).10
.25(b)

First Amendment, dated as of April 15, 2005, to Lease Agreement,
    dated as of April 10, 1998, by and between Dyer Triangle LLC, as
    landlord and Century Theatres, Inc., as tenant, for Century 25
    Union Landing, Union City, CA (incorporated by reference to
    Exhibit 10.25(b) to Amendment No. 3 to Cinemark Holdings,
    Inc.s Registration Statement on Form S-1, File No.
    333-140390, filed April 18, 2007).10
.25(c)

Second Amendment, dated as of September 29, 2005, to Lease
    Agreement, dated as of April 10, 1998, by and between Dyer
    Triangle LLC, as landlord and Century Theatres, Inc., as tenant,
    for Century 25 Union Landing, Union City, CA (incorporated by
    reference to Exhibit 10.25(c) to Amendment No. 3 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 18, 2007).10
.25(d)

Third Amendment, dated as of August 5, 2006, to Lease Agreement,
    dated as of April 10, 1998, by and between Dyer Triangle LLC, as
    landlord and Century Theatres, Inc., as tenant, for Century 25
    Union Landing, Union City, CA (incorporated by reference to
    Exhibit 10.25(d) to Amendment No. 5 to Cinemark Holdings,
    Inc.s Registration Statement on Form S-1, File No.
    333-140390, filed April 20, 2007).




---



##### Table of Contents



Number

Exhibit Title10
.26(a)

Indenture of Lease, dated as of March 7, 1997, by and between
    Syufy Enterprises, L.P., as landlord and Century Theatres, Inc.,
    as tenant, for Century Sparks, Sparks, NV (incorporated by
    reference to Exhibit 10.26(a) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007).10
.26(b)

First Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of March 7, 1997, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century Sparks, Sparks, NV (incorporated by
    reference to Exhibit 10.26(b) to Amendment No. 3 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 18, 2007).10
.26(c)

Second Amendment, dated as of September 29, 2005, to Indenture
    of Lease, dated as of March 7, 1997, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century Sparks, Sparks, NV (incorporated by
    reference to Exhibit 10.26(c) to Amendment No. 3 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 18, 2007).10
.26(d)

Third Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of March 7, 1997, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century Sparks, Sparks, NV (incorporated by
    reference to Exhibit 10.26(d) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007).10
.27(a)

Lease Agreement, dated as of October 1, 1996, by and between
    Syufy Enterprises, L.P.(succeeded by Stadium Promenade LLC), as
    landlord and Century Theatres, Inc., as tenant, for Century
    Stadium 25, Orange, CA (incorporated by reference to Exhibit
    10.27(a) to Amendment No. 5 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 20, 2007).10
.27(b)

First Amendment, dated as of April 15, 2005, to Lease Agreement,
    dated as of October 1, 1996, by and between Syufy Enterprises,
    L.P.(succeeded by Stadium Promenade LLC), as landlord and
    Century Theatres, Inc., as tenant, for Century Stadium 25,
    Orange, (incorporated by reference to Exhibit 10.27(b) to
    Amendment No. 3 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 18,
    2007).10
.27(c)

Second Amendment, dated as of September 29, 2005, to Lease
    Agreement, dated as of October 1, 1996, by and between Syufy
    Enterprises, L.P.(succeeded by Stadium Promenade LLC), as
    landlord and Century Theatres, Inc., as tenant, for Century
    Stadium 25, Orange, (incorporated by reference to Exhibit
    10.27(c) to Amendment No. 3 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 18, 2007).10
.27(d)

Third Amendment, dated as of August 5, 2006, to Lease Agreement,
    dated as of October 1, 1996, by and between Syufy Enterprises,
    L.P.(succeeded by Stadium Promenade LLC), as landlord and
    Century Theatres, Inc., as tenant, for Century Stadium 25,
    Orange, (incorporated by reference to Exhibit 10.27(d) to
    Amendment No. 3 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 18,
    2007).10
.28(a)

Indenture of Lease, dated as of July 1, 1996, by and between
    Synm Properties Inc.(succeeded by Syufy Properties, Inc.), as
    landlord and Century Theatres, Inc., as tenant, Century Rio 24,
    Albuquerque, NM(incorporated by reference to Exhibit 10.28(a) to
    Amendment No. 5 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 20,
    2007).10
.28(b)

First Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of July 1, 1996, by and between Synm Properties
    Inc.(succeeded by Syufy Properties, Inc.), as landlord and
    Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque,
    NM (incorporated by reference to Exhibit 10.28(b) to Amendment
    No. 3 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 18, 2007).10
.28(c)

Second Amendment, dated as of September 29, 2005, to Indenture
    of Lease, dated as of July 1, 1996, by and between Synm
    Properties Inc.(succeeded by Syufy Properties, Inc.), as
    landlord and Century Theatres, Inc., as tenant, Century Rio 24,
    Albuquerque, NM (incorporated by reference to Exhibit 10.28(c)
    to Amendment No. 3 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 18, 2007).




---



##### Table of Contents



Number

Exhibit Title10
.28(d)

Third Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of July 1, 1996, by and between Synm Properties
    Inc.(succeeded by Syufy Properties, Inc.), as landlord and
    Century Theatres, Inc., as tenant, Century Rio 24, Albuquerque,
    NM (incorporated by reference to Exhibit 10.28(d) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.29(a)

Indenture of Lease, dated as of September 3, 1996, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres, Inc., as tenant, for Century 14, Roseville, CA
    (incorporated by reference to Exhibit 10.29(a) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.29(b)

First Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 3, 1996, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century 14, Roseville, CA (incorporated by reference
    to Exhibit 10.29(b) to Amendment No. 3 to Cinemark Holdings,
    Inc.s Registration Statement on Form S-1, File No.
    333-140390, filed April 18, 2007).10
.29(c)

Second Amendment, dated as of September 29, 2005, to Indenture
    of Lease, dated as of September 3, 1996, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century 14, Roseville, CA (incorporated by reference
    to Exhibit 10.29(c) to Amendment No. 3 to Cinemark Holdings,
    Inc.s Registration Statement on Form S-1, File No.
    333-140390, filed April 18, 2007).10
.29(d)

Third Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 3, 1996, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century 14, Roseville, CA (incorporated by reference
    to Exhibit 10.29(d) to Amendment No. 5 to Cinemark Holdings,
    Inc.s Registration Statement on Form S-1, File No.
    333-140390, filed April 20, 2007).10
.30(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of Nevada, Inc., as tenant, for Rancho Santa Fe 16, Las
    Vegas, NV (incorporated by reference to Exhibit 10.30(a) to
    Amendment No. 5 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 20,
    2007).10
.30(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of Nevada,
    Inc., as tenant, for Rancho Santa Fe 16, Las Vegas, NV
    (incorporated by reference to Exhibit 10.30(b) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.30(c)

Second Amendment, dated as of September 30, 2006, to Indenture
    of Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of Nevada,
    Inc., as tenant, for Rancho Santa Fe 16, Las Vegas, NV
    (incorporated by reference to Exhibit 10.30(c) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.31(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Century Stadium 16,
    Ventura, CA (incorporated by reference to Exhibit 10.31(a) to
    Amendment No. 5 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 20,
    2007).10
.31(b)

First Amendment, dated as of October 1, 1996, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Stadium 16, Ventura, CA
    (incorporated by reference to Exhibit 10.31(b) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.31(c)

Second Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Stadium 16, Ventura, CA
    (incorporated by reference to Exhibit 10.31(c) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).




---



##### Table of Contents



Number

Exhibit Title10
.31(d)

Third Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Stadium 16, Ventura, CA
    (incorporated by reference to Exhibit 10.31(d) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.31(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Stadium 16, Ventura, CA
    (incorporated by reference to Exhibit 10.31(e) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.32(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Northridge 14,
    Salinas, CA (incorporated by reference to Exhibit 10.32(a) to
    Amendment No. 5 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 20,
    2007).10
.32(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Northridge 14, Salinas, CA
    (incorporated by reference to Exhibit 10.32(b) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.32(c)

Second Amendment, dated as of October 1, 2001, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Northridge 14, Salinas, CA
    (incorporated by reference to Exhibit 10.32(c) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.32(d)

Third Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Northridge 14, Salinas, CA
    (incorporated by reference to Exhibit 10.32(d) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.33(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Properties, Inc. (succeeded by Syufy Enterprises,
    L.P.), as landlord and Century Theatres of Utah, Inc., as
    tenant, for Century 16, Salt Lake City, UT (incorporated by
    reference to Exhibit 10.33(a) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007).10
.33(b)

First Amendment, dated as of January 4, 1998, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as
    landlord and Century Theatres of Utah, Inc., as tenant, for
    Century 16, Salt Lake City, UT (incorporated by reference to
    Exhibit 10.33(b) to Amendment No. 3 to Cinemark Holdings,
    Inc.s Registration Statement on Form S-1, File No.
    333-140390, filed April 18, 2007).10
.33(c)

Second Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as
    landlord and Century Theatres of Utah, Inc., as tenant, for
    Century 16, Salt Lake City, UT (incorporated by reference to
    Exhibit 10.33(c) to Amendment No. 5 to Cinemark Holdings,
    Inc.s Registration Statement on Form S-1, File No.
    333-140390, filed April 20, 2007).10
.33(d)

Third Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as
    landlord and Century Theatres of Utah, Inc., as tenant, for
    Century 16, Salt Lake City, UT (incorporated by reference to
    Exhibit 10.33(d) to Amendment No. 3 to Cinemark Holdings,
    Inc.s Registration Statement on Form S-1, File No.
    333-140390, filed April 18, 2007).10
.33(e)

Fourth Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as
    landlord and Century Theatres of Utah, Inc., as tenant, for
    Century 16, Salt Lake City, UT (incorporated by reference to
    Exhibit 10.33(e) to Amendment No. 3 to Cinemark Holdings,
    Inc.s Registration Statement on Form S-1, File No.
    333-140390, filed April 18, 2007).




---



##### Table of Contents



Number

Exhibit Title10
.33(f)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Properties, Inc. (succeeded by Syufy Enterprises, L.P.), as
    landlord and Century Theatres of Utah, Inc., as tenant, for
    Century 16, Salt Lake City, UT (incorporated by reference to
    Exhibit 10.33(f) to Amendment No. 5 to Cinemark Holdings,
    Inc.s Registration Statement on Form S-1, File No.
    333-140390, filed April 20, 2007).10
.34(a)

Indenture of Lease, dated as of April 17, 1998, by and between
    Syufy Enterprises, L.P., as landlord and Century Theatres, Inc.,
    as tenant, for Century Larkspur, Larkspur, CA (incorporated by
    reference to Exhibit 10.34(a) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007).10
.34(b)

First Amendment, dated as of April 30, 2003, to Indenture of
    Lease, dated as of April 17, 1998, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century Larkspur, Larkspur, CA (incorporated by
    reference to Exhibit 10.34(b) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007).10
.34(c)

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of April 17, 1998, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century Larkspur, Larkspur, CA (incorporated by
    reference to Exhibit 10.34(c) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007).10
.34(d)

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of April 17, 1998, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century Larkspur, Larkspur, CA (incorporated by
    reference to Exhibit 10.34(d) to Amendment No. 3 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 18, 2007).10
.34(e)

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of April 17, 1998, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century Larkspur, Larkspur, CA (incorporated by
    reference to Exhibit 10.34(e) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007).10
.35(a)

Indenture of Lease, dated as of August 1, 1997, by and between
    Syufy Enterprises, L.P., as landlord and Century Theatres, Inc.,
    as tenant, for Century Park Lane 16, Reno, NV (incorporated by
    reference to Exhibit 10.35(a) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007).10
.35(b)

First Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of August 1, 1997, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century Park Lane 16, Reno, NV (incorporated by
    reference to Exhibit 10.35(b) to Amendment No. 3 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 18, 2007).10
.35(c)

Second Amendment, dated as of September 29, 2005, to Indenture
    of Lease, dated as of August 1, 1997, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century Park Lane 16, Reno, NV (incorporated by
    reference to Exhibit 10.35(c) to Amendment No. 3 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 18, 2007).10
.35(d)

Third Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of August 1, 1997, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century Park Lane 16, Reno, NV (incorporated by
    reference to Exhibit 10.35(d) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007).10
.36(a)

Indenture of Lease, dated as of September 30, 1995, by and
    between Syufy Enterprises, L.P., as landlord and Century
    Theatres of California, Inc., as tenant, for Century 16,
    Sacramento, CA (incorporated by reference to Exhibit 10.36(a) to
    Amendment No. 5 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 20,
    2007).




---



##### Table of Contents



Number

Exhibit Title10
.36(b)

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 16, Sacramento, CA
    (incorporated by reference to Exhibit 10.36(b) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.36(c)

Second Amendment, dated as of October 1, 2001, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 16, Sacramento, CA
    (incorporated by reference to Exhibit 10.36(c) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.36(d)

Third Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 16, Sacramento, CA
    (incorporated by reference to Exhibit 10.36(d) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.36(e)

Fourth Amendment, dated as of September 29, 2005, to Indenture
    of Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 16, Sacramento, CA
    (incorporated by reference to Exhibit 10.36(e) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.36(f)

Fifth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 16, Sacramento, CA
    (incorporated by reference to Exhibit 10.36(f) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.37(a)

Lease Agreement, dated as of October 31, 1997, by and between
    Sycal Properties, Inc. (succeeded by 150 Pelican LLC), as
    landlord and Century Theatres, Inc., as tenant, for office
    building situated at 150 Pelican Way, San Rafael, CA
    (incorporated by reference to Exhibit 10.37(a) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.37(b)

First Amendment, dated as of December 1, 1998, to Lease
    Agreement, dated as of October 31, 1997, by and between Sycal
    Properties, Inc. (succeeded by 150 Pelican LLC), as landlord and
    Century Theatres, Inc., as tenant, for office building situated
    at 150 Pelican Way, San Rafael, CA (incorporated by
    reference to Exhibit 10.37(b) to Amendment No. 3 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 18, 2007).10
.38

Stock Purchase Agreement, dated as of August 7, 2006, by and
    among Cinemark USA, Inc, Cinemark Holdings, Inc., Syufy
    Enterprises LP, Century Theatres, Inc. and Century Theatres
    Holdings, LLC (incorporated by reference to Exhibit 10.1 to
    current Report on Form 8-K, File No, 000-47040, filed by
    Cinemark USA, Inc. on August 11, 2006).*12


Calculation of Ratio of Earnings to Fixed Charges.*21


Subsidiaries of Cinemark USA, Inc.*23
.1

Consent of Deloitte & Touche LLP.*23
.2

Consent of Akin Gump Strauss Hauer & Feld LLP (included in
    the legal opinion filed as Exhibit 5 to this Registration
    Statement).*24


Powers of Attorney (included on signature page hereto).*25


Form T-1, Statement of Eligibility of Wells Fargo Bank, N.A.*99
.1

Form of Letter of Transmittal.*99
.2

Form of Notice of Guaranteed Delivery.*99
.3

Form of Notice to Investors.*99
.4

Form of Notice to Brokers-Dealers.     *
    
    Filed herewith.+
    
    Any management contract, compensatory plan or arrangement.