EXHIBIT 4.4(c)




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                                            CINEMARK MEXICO (USA), INC.
                                                      Issuer,

                                         CINEMARK DE MEXICO, S.A. de C.V.
                                                     Guarantor

                                                        AND

                                      UNITED STATES TRUST COMPANY OF NEW YORK
                                                    as Trustee


                                         --------------------------------


                                           THIRD SUPPLEMENTAL INDENTURE

                                          Dated as of September 30, 1996


                                         --------------------------------


                                         12% Senior Subordinated PIK Notes
                                                     due 2003



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                                           THIRD SUPPLEMENTAL INDENTURE


         THIS THIRD SUPPLEMENTAL INDENTURE (the "Third Supplemental Indenture"),
dated as of September  30, 1996,  among  Cinemark  Mexico  (USA),  Inc., a Texas
corporation  (the  "Issuer"),  Cinemark  de  Mexico,  S.A.  de C.V.,  a  Mexican
corporation (the  "Guarantor"),  and United States Trust Company of New York, as
Trustee (the "Trustee").

                                                     RECITALS

         A. Issuer, Guarantor and the Trustee executed an indenture, dated as of
July 30, 1993 (the  "Original  Indenture"),  relating to the Issuer's 12% Senior
Subordinated  Notes due 2003 (the  "Securities"),  which was  amended by (i) the
First  Supplemental  Indenture dated as of May 2, 1994 (the "First  Supplemental
Indenture")  and (ii) the Second  Supplemental  Indenture dated as of August 30,
1995 (the "Second Supplemental Indenture") (the original Indenture as amended by
the First  Supplemental  Indenture  and the  Second  Supplemental  Indenture  is
hereinafter referred to as the "Indenture").

         B. Issuer and  Guarantor,  with the consent of holders of more than 50%
of the aggregate  principal amount of the Securities  outstanding,  exclusive of
any Securities owned by Issuer, Guarantor or their respective affiliates, desire
to amend and/or restate certain Sections of the Indenture in connection with the
creation  of a new Series D of the  Securities  and the  increase of the maximum
original  principal amount of Securities that may be issued,  authenticated  and
delivered under the Indenture.

         C.  The  holders  of all  of  the  aggregate  principal  amount  of the
Securities  outstanding,  exclusive of the Securities  owned, if any, by Issuer,
Guarantor or their  respective  affiliates,  desire to exchange (the "Exchange")
their respective Securities for new promissory notes (the "Exchange Notes"). The
Exchange Notes shall contain provisions  permitting the Issuer to elect, for the
period  through and  including  February 1, 2000,  to pay all accrued and unpaid
interest on each interest  payment date by issuing  additional notes of the same
series (the "Additional  Securities") in an aggregate  principal amount equal to
the  interest  that would have been  payable  during  such period  assuming  the
principal on the applicable  Securities  accrued  interest for such period at an
interest rate equal to 13% per annum.

         D.  Issuer  and  Guarantor,  with the  consent of holders of all of the
aggregate  principal amount of the Securities now outstanding,  exclusive of any
Securities owned by Issuer, Guarantor and their respective affiliates, desire to
amend and/or restate  certain  Sections of the Indenture in connection  with the
Exchange.

         E. All conditions  precedent  provided for in the Indenture relating to
this Third  Supplemental  Indenture have been complied with.  Capitalized  items
used herein shall have the  meanings  assigned to them in the  Indenture  unless
otherwise defined herein.

         NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH,

                                                     - 1 -

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that for and in  consideration  of the premises and of the  covenants  contained
herein, the Issuer and Guarantor hereby covenant and agree with the Trustee, for
the equal  benefit  of all the  present  and future  holders  of the  Securities
without preference, priority or distinction of any of the Securities over any of
the others by reason of priority in time of  issuance,  negotiation  or maturity
thereof, or otherwise, and for the benefit of the Trustee and its successors and
assigns, as follows:

                                                     ARTICLE I
                                              AMENDMENTS TO INDENTURE

         1.1 Amendment to Recitals.  The first  paragraph of THE RECITALS OF THE
COMPANY is hereby amended and restated in its entirety as follows:

                  The Company has duly authorized the creation of an issue of up
         to  $39,272,900  aggregate  original  principal  amount  of its (a) 12%
         Series  A  Senior   Subordinated   Notes  due  2003   (the   "Series  A
         Securities"), (b) 12% Senior Subordinated Notes due 2003 (the "Series B
         Securities"),  12%  Series C Senior  Subordinated  Notes  due 2003 (the
         "Series C Securities"),  (d) 12% Series D Senior Subordinated Notes due
         2003 (the "Series D  Securities"  and,  collectively  with the Series A
         Securities,  the Series B Securities  and the Series C Securities,  the
         "Securities")  of  substantially  the tenor and amount  hereinafter set
         forth,  and to provide  therefor  the Company has duly  authorized  the
         execution and delivery of this Indenture.

         1.2      Amendments to Section 1.1

                  (a)  Definition  of  "Accreted   Value".   The  definition  of
"Accreted Value" in Section 1.1 of the Indenture is hereby amended and rested in
its entirety to read as follows:

                           "Accreted  Value"  as of  any  date  from  and  after
         September 30, 1996,  shall mean the aggregate  principal  amount of any
         Securities Outstanding.

                  (b)  Definitions.  The following  definitions are hereby added
after the definition of "Additional Interest" in Section 1.1 of the Indenture.

                           "Additional Securities" means the Additional Series A
Securities,  the  Additional  Series  B  Securities,  the  Additional  Series  C
Securities or the Additional Series D Securities, as applicable.

                           "Additional Series A Securities" means the additional
Series A Securities  issued on an Interest Payment Date in lieu of making a cash
interest payment on the Series A Securities pursuant to Section 2.2.

                           "Additional Series B Securities" means the additional
Series B Securities  issued on an Interest Payment Date in lieu of making a cash
interest payment on the Series B Securities pursuant to Section 2.2.



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                           "Additional Series C Securities" means the additional
Series C Securities  issued on an Interest Payment Date in lieu of making a cash
interest payment on the Series C Securities pursuant to Section 2.2.

                           "Additional Series D Securities" means the additional
Series D Securities
issued on an Interest  Payment Date in lieu of making a cash interest payment on
the Series D Securities pursuant to Section 2.2.

                  (c)  Definition of "Credit  Agreement".  The first sentence of
the  definition  of Credit  Agreement  shall be amended and  restated to read as
follows:

                  "Credit  Agreement"  means any credit  agreement or agreements
         which the  Company or any  Subsidiary  shall  enter into which  provide
         credit   facilities  to  the  Company  or  such  Subsidiary  and  their
         Subsidiaries in an aggregate  original  principal  amount not to exceed
         $10,000,000,  plus any accrued  interest  (including  accrued  interest
         added to such principal amount outstanding),  penalties, reimbursements
         or indemnity accounts,  fees accruing thereon, and interest accruing on
         or after the filing of any petition in bankruptcy or for reorganization
         relating to the Company or such  Subsidiary,  whether or not such claim
         for post-election interest is allowed in such proceeding."

                  (d)  Definition of  "Fractional  Additional  Securities".  The
following is hereby added after the definition of  "Expiration  Date" in Section
1.1 of the Indenture:

                           "Fractional  Additional  Securities" means Additional
Securities the principal amount of which would be less than $100.00.


                  (e) Definition of "Securities". The definition of "Securities"
in Section 1.1 of the  Indenture is hereby  amended and restated in its entirety
as follows:

                           "Securities"  means  the  Series  A  Securities,  the
         Series  B  Securities,  the  Series  C  Securities  and  the  Series  D
         Securities designated as such in the first paragraph of the RECITALS OF
         THE COMPANY, including the Additional Securities issued with respect to
         each series of such Securities.

                  (f)  Definition  of "Series D  Securities".  The  following is
hereby added after the definition of "Series C Securities" in Section 1.1 of the
Indenture.

                           "Series D  Securities"  means the Series D Securities
designated as such in the first paragraph of the RECITALS OF THE COMPANY.


         1.3      Amendment to Section 2.2.



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                  (a) The following is hereby added after the sixth paragraph of
Section 2.2 of the Indenture:

                  "If  Series D  Securities,  then  insert  12%  Series D Senior
Subordinated PIK Notes due 2003.

                  (b) The seventh  paragraph of Section 2.2 of the  Indenture is
hereby amended and restated in its entirety as follows:

                  "Cinemark Mexico (USA), Inc., a corporation duly organized and
         existing under the laws of Texas (herein  called the  "Company",  which
         term  includes any  successor  Person under the  Indenture  hereinafter
         referred  to),  for  value   received,   hereby   promises  to  pay  to
         ______________________________, or registered assigns, the principal of
         this Security in an amount equal to the sum of  $__________  Dollars on
         August 1, 2003, and to pay interest on the unpaid principal amount from
         the most recent date to which interest has been paid or, if no interest
         has been paid, from the date of the original  issuance  hereof,  at the
         rate  of 12% per  annum  until  the  principal  hereof  is paid or made
         available  for  payment and at the rate of 12% per annum on any overdue
         principal and premium and on any overdue  installment  of interest (but
         not to exceed the maximum rate permitted by applicable  law) until paid
         as  specified  on the reverse  hereof.  The Company  shall pay interest
         semi-annually  on  August 1 and  February  1 of each  year,  commencing
         February 1, 1997 or if any such day is not a Business  Day, on the next
         succeeding  Business  Day (each an  "Interest  Payment  Date").  On any
         Interest  Payment  Date  through and  including  February 1, 2000,  the
         Company may, at its option,  by giving the Holder of such  Security and
         the Trustee  notice of its  election not less than 5 days nor more than
         45 days prior to the record date for the related Interest Payment Date,
         pay  interest  on the  Security  either in cash (at the rate  specified
         above) or through the issuance of Additional Securities in an aggregate
         principal  amount equal to the amount of interest  that would have been
         payable if such  Security  had  accrued  interest  during the  relevant
         interest period at the rate of 13% per annum.  The interest so payable,
         and punctually paid or duly provided for, on any Interest  Payment Date
         will,  as  provided in such  Indenture,  be paid to the Person in whose
         name  this  Security  (or  one  or  more  Predecessor   Securities)  is
         registered at the close of business on the Regular Record Date for such
         interest,  which shall be the July 15th or January 15th (whether or not
         a Business  Day),  as the case may be,  next  preceding  such  Interest
         Payment Date. Any such interest not so punctually paid or duly provided
         for will  forthwith  cease to be payable to the Holder on such  Regular
         Record  Date and may  either be paid to the  Person in whose  name this
         Security (or one or more  Predecessor  Securities) is registered at the
         close  of  business  on a  Special  Record  Date  for  payment  of such
         Defaulted Interest to be fixed by the Trustee,  notice whereof shall be
         given to  Holders  of  Securities  not less than 10 days  prior to such
         Special  Record Date, or be paid at any time in any other lawful manner
         not inconsistent  with the  requirements of any securities  exchange on
         which the  Securities  may be  listed,  and upon such  notice as may be
         required  by  such  exchange,  all  as  more  fully  provided  in  said
         Indenture.  On each such Interest  Payment Date when the Company elects
         to issue Additional  Securities,  the Trustee shall, upon the Company's
         order, authenticate and deliver Additional Securities for original


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         issuance to the Holder of this Security on the relevant record date, as
         shown  by  the  records  of the  Security  Register,  in the  aggregate
         principal amount required to pay such interest; provided, however, that
         in lieu of the  issuance  of any  Additional  Securities  as set  forth
         above,  the  Company  shall pay the holder of a  Fractional  Additional
         Security an amount in cash equal to the Fractional Additional Security.
         Any  Additional  Securities  so issued  shall be dated  the  applicable
         Interest  Payment  Date,  shall bear interest from and after such date,
         shall mature on August 1, 2003 and shall be governed by, and subject to
         the terms,  provisions and conditions of, such Indenture and shall have
         the same rights and benefits as this Security."

         1.4 Amendment to Section 2.3. (a) The first paragraph of Section 2.3 of
         the  Indenture  is hereby  amended  and  restated  in its  entirety  as
         follows:

                  This Security is one of a duly authorized  issue of Securities
         of the Company  designated as its [If Series A Securities,  then insert
         -- 12% Series A Senior  Subordinated  PIK Notes due 2003 (the "Series A
         Securities")  issued under an Indenture,  dated as of July 30, 1993, as
         amended  (herein called the  "Indenture"),  between the Company and the
         United States Trust Company of New York, as Trustee  (herein called the
         "Trustee",   which  term  includes  any  successor  trustee  under  the
         Indenture),  together  with the 12%  Series B Senior  Subordinated  PIK
         Notes due 2003 of the  Company  (the  "Series B  Securities"),  the 12%
         Series  C  Senior  Subordinated  PIK  Notes  due 2003  (the  "Series  C
         Securities")  and the 12%  Series D Senior  Subordinated  PIK Notes due
         2003 (the "Series D  Securities",  and  collectively  with the Series A
         Securities,  the Series B Securities  and the Series C Securities,  the
         "Securities").]  [If Series B  Securities,  then insert --  12%Series B
         Senior  Subordinated  PIK Notes due 2003  (the  "Series B  Securities")
         issued  under  an  Indenture,  dated as of July 30,  1993,  as  amended
         (hereinafter  called the  "Indenture"),  between  the  Company  and the
         United States Trust Company of New York, as Trustee  (herein called the
         "Trustee"),  which term  includes  any  trustee  under the  Indenture),
         together with the 12% Series A Senior  Subordinated  PIK Notes due 2003
         of the Company  (the  "Series A  Securities"),  the 12% Series C Senior
         Subordinated   PIK  Note  due  2003  of  the  Company  (the  "Series  C
         Securities"),  and the 12% Series D Senior  Subordinated  PIK Notes due
         2003 of the Company (the "Series D Securities",  and collectively  with
         the Series A Securities,  Series B Securities  and Series C Securities,
         the "Securities").] [If Series C Securities,  then insert -- 12% Series
         C Senior  Subordinated  PIK Notes due 2003 (the "Series C  Securities")
         issued  under  an  Indenture,  dated as of July 30,  1993,  as  amended
         (herein  called the  "Indenture"),  between  the Company and the United
         States  Trust  Company  of New York,  as  Trustee  (herein  called  the
         "Trustee",   which  term  includes  any  successor  trustee  under  the
         Indenture),  together  with the 12%  Series A Senior  Subordinated  PIK
         Notes due 2003 of the  Company  (the  "Series A  Securities"),  the 12%
         Series B Senior  Subordinated  PIK Notes due 2003 of the  Company  (the
         "Series B  Securities")  and the 12% Series D Senior  Subordinated  PIK
         Notes due 2003 (the "Series D Securities",  and  collectively  with the
         Series  A  Securities,  the  Series  B  Securities  and  the  Series  C
         Securities, the "Securities").] [If Series D Securities, then insert --
         12%  Series D Senior  Subordinated  PIK Notes  due 2003 (the  "Series D
         Securities")  issued under an Indenture,  dated as of July 30, 1993, as
         amended (herein called the "Indenture"), between


<PAGE>



         the Company and the United States Trust Company of New York, as Trustee
         (herein  called the  "Trustee",  which term  includes any  successor or
         trustee  under the  Indenture),  together  with the 12% Series A Senior
         Subordinated  PIK  Notes  due  2003  of  the  Company  (the  "Series  A
         Securities"),  the 12% Series B Senior  Subordinated PIK Notes due 2003
         of the Company (the "Series B Securities")  and the 12% Series C Senior
         Subordinated  PIK  Notes  due  2003  of  the  Company  (the  "Series  C
         Securities",  and collectively with the Series A Securities, the Series
         B  Securities  and the Series D  Securities,  the  "Securities").]  The
         Securities are limited in aggregate  original principal amount of up to
         $39,272,900.  Reference  is  hereby  made  to  the  Indenture  and  all
         indentures  supplemental  thereto  for a  statement  of the  respective
         rights,  limitations of rights, duties and immunities thereunder of the
         Company, the Trustee, the holders of the Senior Debt and the Holders of
         the Securities and of the terms upon which the Securities  are, and are
         to be, authenticated and delivered.

                  (b) The last sentence of the seventh  paragraph of Section 2.3
of the Indenture is hereby amended and restated in its entirety as follows:

                           Each  of  the  Series  A  Securities,  the  Series  B
Securities,  the Series C Securities and the Series D Securities shall rank pari
passu.

                  (c) The tenth  paragraph  of Section 2.3 of the  Indenture  is
hereby amended and restated in its entirety as follows:

                           Unless the context otherwise  requires,  the Series A
         Securities,  the Series B Securities,  the Series C Securities  and the
         Series D Securities  shall constitute one series for all purposes under
         the  Indenture,  including  without  limitation,  amendments,  waivers,
         approvals,  redemptions and Offers to Purchase (except,  in the case of
         redemptions and Offers to Purchase,  for any differences  required as a
         result of the Series C Securities and the Series D Securities  having a
         different  Accreted Value from the Series A Securities and the Series B
         Securities).

                  (d) The  fourteenth  paragraph of Section 2.3 of the Indenture
is hereby amended and restated in its entirety as follows:

                           "The  Securities  shall be issued only in  registered
         form  without  coupons  and only in  denominations  of  $1,000  and any
         integral multiple thereof;  provided,  however, the Series D Securities
         and the Additional  Securities may be issued in  denominations  of $100
         and any integral multiple thereof."

         1.5 Amendment to Section 3.1. (a) The first paragraph of Section 3.1 of
the Indenture is hereby amended and restated in its entirety as follows:

                  The  aggregate   original   principal   amount  of  Securities
         (including  Additional  Securities)  which  may  be  authenticated  and
         delivered under this Indenture is limited to $39,272,900.00 (the Series
         A Securities are limited to an aggregate original principal


<PAGE>



         amount, (including Additional Series A Securities) of $662,600.00,  the
         Series B  Securities  are limited to an  aggregate  original  principal
         amount (including  Additional  Series B Securities) of  $33,129,100.00,
         the Series C Securities are limited to an aggregate  original principal
         amount (including  Additional Series C Securities) of $3,313,000.00 and
         the Series D Securities are limited to an aggregate  original principal
         amount (including  Additional  Series D Securities) of  $2,168,200.00),
         except for Securities  authenticated and delivered upon registration of
         transfer  of,  or in  exchange  for,  or in lieu of,  other  Securities
         pursuant to Sections 3.4,  3.5, 3.6, 9.6 or 11.8 or in connection  with
         an Offer to  Purchase  pursuant  to  Sections  10.11,  10.13 and 10.18.
         Subject to such exceptions (i) the maximum aggregate original principal
         amount of Securities  which may be  authenticated  and delivered  under
         this Indenture other than as Additional  Securities shall be limited to
         $23,822,800.00   (consisting   of  $400,000  of  Series  A  Securities,
         $20,000,000  of Series B Securities,  $2,000,000 of Series C Securities
         and  $1,422,800.00  of  Series D  Securities),  and  (ii)  the  maximum
         aggregate original principal amount of Additional  Securities which may
         be  authenticated  and  delivered  under this  indenture  is limited to
         $15,450,100.00  (consisting  of  $262,600.00  of  Additional  Series  A
         Securities,   $13,129,100.00   of   Additional   Series  B  Securities,
         $1,313,000.00  of Additional  Series C Securities,  and  $745,400.00 of
         Additional Series D Securities).

                  (b) The third  paragraph  of Section 3.1 of the  Indenture  is
hereby deleted.

                  (c) The fourth  paragraph of Section 3.1 is hereby amended and
restated in its entirety as follows:

                           The Series A Securities shall be known and designated
         as the "12%  Series A Senior  Subordinated  PIK  Notes due 2003" of the
         Company,  the Series B Securities  shall be known and designated as the
         "12% Series B Senior  Subordinated  PIK Notes due 2003" of the Company,
         the  Series C  Securities  shall be known  and  designated  as the "12%
         Series C Senior Subordinated PIK Notes due 2003" of the Company and the
         Series D Securities  shall be known and designated as the "12% Series D
         Senior  Subordinated  PIK Notes due 2003" of the  Company.  The  Stated
         Maturity  of the  Securities  shall be August 1, 2003.  The  Securities
         shall bear interest on the unpaid  principal  amount of such Securities
         at the rate of 12% per  annum,  payable  semi-annually  on August 1 and
         February  1,  commencing  February  1, 1997 in the case of the Series A
         Securities,  the Series B Securities,  the Series C Securities, and the
         Series  D  Securities,  until  the  principal  thereof  is paid or made
         available for payment; provided,  however, on any Interest Payment Date
         through and including February 1, 2000, the Company may, at its option,
         by giving the holder of this  Security  and the  Trustee  notice of its
         election not less than 5 days nor more than 45 days prior to the record
         date  for the  related  Interest  Payment  Date,  pay  interest  on the
         Security,  in lieu of  payment of  interest  on the  Security  in cash,
         through  the  issuance  of  Additional  Securities,   in  an  aggregate
         principal  amount equal to the amount of the  interest  that would have
         been  payable if such Note had  accrued  interest  during the  relevant
         interest period at the rate of 13% per annum. Additional Securities may
         only be issued in lieu of payment of  interest  in cash on  Securities.
         Additional  Securities issued in lieu of payment of interest in cash on
         Series A Securities  shall constitute  additional  Series A Securities;
         Additional


<PAGE>



         Securities  issued in lieu of payment of  interest  in cash on Series B
         Securities shall constitute additional Series B Securities;  Additional
         Securities  issued in lieu of payment of  interest  in cash on Series C
         Securities  shall  constitute  additional  Series  C  Securities;   and
         Additional  Securities issued in lieu of payment of interest in cash on
         Series D Securities shall constitute additional Series D Securities.

                  (d) The eighth  paragraph  of Section 3.1 of the  Indenture is
hereby amended and restated in its entirety as follows:

                           The  Securities  shall  be  subordinated  in right of
         payment to Senior  Debt as  provided  in  Article  XII and the Series A
         Securities,  the Series B Securities,  the Series C Securities  and the
         Series D Securities shall rank pari passu.

                  (e) The tenth  paragraph  of Section 3.1 of the  Indenture  is
hereby amended and restated in its entirety as follows:

                           Unless the context otherwise  requires,  the Series A
         Securities,  the Series B Securities,  the Series C Securities  and the
         Series D Securities (including all Additional  Securities  constituting
         Securities  of each such series)  shall  constitute  one series for all
         purposes under the Indenture, including without limitation, amendments,
         waivers, approvals,  redemptions and Offers to Purchase (except, in the
         case of  redemptions  and  Offers  to  Purchase,  for  any  differences
         required  as a result  of the  Series  C  Securities  and the  Series D
         Securities  having  a  different  Accreted  Value  from  the  Series  A
         Securities and the Series B Securities).

         1.6  Amendment  to  Section  3.2.  Section  3.2 is hereby  amended  and
restated in its entirety to read as follows:

                           "The  Securities  shall be issued only in  registered
         form  without  coupons  and only in  denominations  of  $1,000  and any
         integral multiple thereof;  provided,  however, the Series D Securities
         and the Additional  Securities may be issued in  denominations  of $100
         and any integral multiple thereof."

         1.7 Amendment to Section 3.5. The last sentence of the first  paragraph
of Section 3.5 of the  Indenture is hereby  amended and restated in its entirety
as follows:

                  Such Security  Register  shall  distinguish  between  Series A
         Securities,  Series B  Securities,  Series C  Securities  and  Series D
         Securities.

         1.8 Amendment to Section 10.8(b). Section 10.8(b) is hereby amended and
restated to read in its entirety as follows:

                  Limitation on Consolidated Debt.

                           (b) After  September  30,  1996,  the Company and its
Subsidiaries may


<PAGE>



                  Incur  Debt,  if,  at the  date of and  giving  effect  to the
                  incurrence  of such  Debt,  the Pro Forma  Cash Flow  Coverage
                  Ratio is equal to or greater than 2.0 to 1.0.  Notwithstanding
                  the  foregoing  sentence,  the Company or any  Subsidiary  may
                  Incur   Permitted   Debt  without   regard  to  the  foregoing
                  limitation.


         1.9 Amendment to Section 10.13. The first paragraph of Section 10.13 is
hereby amended and restated in its entirety to read as follows:

                  "At the end of any two consecutive  fiscal quarters during the
                  periods after December 31, 1999, the Cash Flow Coverage of the
                  Company for such two fiscal  quarters  then ending shall equal
                  or exceed a ratio of 2.0 to 1.0.

         1.10  Amendment to Section 11.1.  The last paragraph of Section 11.1 of
the Indenture is hereby amended and restated in its entirety as follows:

                  Subject to Section 3.1, the Series A Securities,  the Series B
         Securities,  the Series C Securities and the Series D Securities  shall
         be  treated  as one  class  for  all  purposes  under  this  Indenture,
         including, without limitation, redemptions hereunder.

                                                    ARTICLE II

                                          Previously Authenticated Notes

         To the extent that Series A Securities,  Series B Securities and Series
C Securities  have been  authenticated  by the Trustee prior to the date of this
Third  Supplemental  Indenture,  such Securities  shall continue to be valid and
binding obligations of the Company notwithstanding the fact that such Securities
do not contain the revised  language  provided  for in Section 1.4 of this Third
Supplemental  Indenture.  After the date of this Third Supplemental Indenture if
any  previously  authenticated  Securities  are  presented  to the  Trustee  for
transfer or exchange, any new Series A Securities, Series B Securities or Series
C  Securities  authenticated  by the  Trustee  as a result of such  transfer  or
exchange may be in the form prescribed by the Original Indenture;  provided that
such Securities contain a legend substantially similar to the following:

         Pursuant  to the  terms of a Third  Supplemental  Indenture  among  the
         Company, the Guarantor and the Trustee, an additional Series D has been
         authorized,  which Series D  Securities  shall rank pari passu with the
         Series  A  Securities,  the  Series  B  Securities  and  the  Series  C
         Securities.  Generally,  all four series of Securities shall constitute
         one series for all  purposes  under the  Indenture,  including  without
         limitation,  amendments, waivers, approvals,  redemptions and Offers to
         Purchase. A copy of the Third Supplemental  Indenture is available upon
         request from the Company.

                                                   ARTICLE  III

                                             Miscellaneous Provisions


<PAGE>



         3.1 Counterparts.  This Third Supplemental Indenture may be executed in
counterparts,  each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.

         3.2  Severability.  In the  event  that  any  provision  in this  Third
Supplemental  Indenture shall be held to be invalid,  illegal or  unenforceable,
the validity,  legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

         3.3 Headings. The article and section headings are for convenience only
and shall not affect the construction hereof.

         3.4 Successors and Assigns.  Any covenants and agreements in this Third
Supplemental Indenture by Issuer shall bind its successors and assigns,  whether
so expressed or not.

         3.5 GOVERNING LAW. THIS THIRD SUPPLEMENTAL  INDENTURE SHALL BE GOVERNED
BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS  MADE AND  PERFORMED  IN THE STATE OF NEW YORK,  WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

         3.6 Effect of Third Supplemental  Indenture.  Except as amended by this
Third  Supplemental  Indenture,  the terms and provisions of the Indenture shall
remain in full force and effect.

         3.7  Trustee.  The  Trustee  accepts  the  modifications  of the  Trust
effected  by this  Third  Supplemental  Indenture,  but only  upon the terms and
conditions  set forth in the Indenture.  Without  limiting the generality of the
foregoing,  the Trustee  assumes no  responsibility  for the  correctness of the
recitals herein contained, which shall be taken as the statements of Issuer, and
the Trustee shall not be responsible or accountable in any way whatsoever for or
with  respect  to the  validity  or  execution  or  sufficiency  of  this  Third
Supplemental  Indenture  and the Trustee  makes no  representation  with respect
thereto.


                                             [SIGNATURES ON NEXT PAGE]


<PAGE>




         IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  this  Third
Supplemental Indenture to be executed by their duly authorized representative as
of the date hereof.


<TABLE>
<S>                                                  <C>    
ATTEST:                                              CINEMARK MEXICO (USA), INC.


_______________________________                      By:______________________________________
                                                     Printed Name:____________________________
                                                     Title:____________________________________



ATTEST:                                              CINEMARK DE MEXICO, S.A. de C.V.


_______________________________                      By:______________________________________
                                                     Printed Name:____________________________
                                                     Title:____________________________________




ATTEST:                                              UNITED STATES TRUST COMPANY OF
                                                     NEW YORK


_______________________________                      By:______________________________________
                                                     Printed Name:____________________________
                                                     Title:____________________________________
</TABLE>




<PAGE>




STATE OF TEXAS

COUNTY OF DALLAS

                  BEFORE ME, the undersigned Notary Public in and for said State
and       County,       on       this       day       personally        appeared
________________________________________________,
______________________________________  of Cinemark Mexico (USA), Inc., known to
me to be the  person  and  officer  whose name is  subscribed  to the  foregoing
instrument,  and  acknowledged  to me that  the  same  was  the act of the  said
Cinemark  Mexico (USA),  Inc.,  and that he executed the same as the act of such
corporation  for the purposes and  consideration  therein  expressed  and in the
capacity therein stated.


                                       ----------------------------------------
                                       Notary Public, State of Texas
                                      Printed Name:____________________________

My Commission Expires:

---------------------------




STATE OF TEXAS

COUNTY OF DALLAS

                  BEFORE ME, the undersigned Notary Public in and for said State
and       County,       on       this       day       personally        appeared
________________________________________________,
______________________________________  of  Cinemark  de Mexico,  S.A.  de C.V.,
known  to me to be the  person  and  officer  whose  name is  subscribed  to the
foregoing  instrument,  and  acknowledged to me that the same was the act of the
said Cinemark de Mexico,  S.A. de C.V., and that he executed the same as the act
of such corporation for the purposes and consideration  therein expressed and in
the capacity therein stated.


                                        ----------------------------------------
                                         Notary Public, State of Texas
                                       Printed Name:____________________________

My Commission Expires:

---------------------------




<PAGE>