exv10w1






Exhibit 10.1




THIRD AMENDMENT




     THIRD AMENDMENT, dated as of March 2, 2010 (this “Amendment”), to that certain Credit
Agreement, dated as of October 5, 2006 (as amended, supplemented or otherwise modified to the date
hereof, the “Credit Agreement”) among CINEMARK HOLDINGS, INC., CINEMARK USA, INC. (the “Borrower”),
the several banks and other financial institutions party thereto (the “Lenders”), BARCLAYS BANK
PLC, as administrative agent for the Lenders (in such capacity the “Administrative Agent”), and the
other agents party thereto. Unless otherwise specifically defined herein, each term used herein
which is defined in the Credit Agreement has the meaning assigned to such term in the Credit
Agreement.



RECITALS:




     WHEREAS, the Borrower, the Lenders and others are party to the Credit Agreement.



     WHEREAS, the Borrower has requested, among other things, that Lenders agree to extend the
tenor of their respective Term Loans and Revolving Credit Commitments, as applicable.



     WHEREAS, the Borrower has engaged Barclays Capital (“Barclays Capital”), the investment
banking division of Barclays Bank PLC (“Barclays Bank” and, together with Barclays Capital,
“Barclays”), to act as the lead arranger in structuring and facilitating this Amendment.



     WHEREAS, each Term Loan Lender executing a signature page hereto with the description
“Extending Term Loan Lender” has agreed to so extend its outstanding Term Loan in the amount stated
on such Lender’s signature page (an “Extended Term Loan” and when aggregated with the Extended Term
Loan of each other Extending Term Loan Lender, the “Extended Term Loans”), subject to the
agreements of the Borrower provided for herein.



     WHEREAS, each Revolving Credit Lender executing a signature page hereto with the description
“Extending Revolving Credit Lender” has agreed to so extend its Revolving Credit Commitment in the
amount stated on such Lender’s signature page (an “Extended Revolving Credit Commitment” and when
aggregated with the Extended Revolving Credit Commitment of each other Extending Revolving Credit
Lender, the “Extended Revolving Credit Commitments”), subject to the agreements of the Borrower
provided for herein.



     WHEREAS, each Lender executing a signature page hereto with the description “Amending
Non-Extending Lender” has declined to extend any portion of its Term Loan or Revolving Credit
Commitment, as applicable, but has agreed to the amendments set forth herein.



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:



SECTION I. AMENDMENTS TO CREDIT AGREEMENT







1









 








          (a) All references in the Credit Agreement to the terms “Senior Discount Note Indenture” and
“Senior Discount Notes” are hereby deleted, mutatis mutandis.




          (b) Section 1.1 of the Credit Agreement is hereby amended by inserting in alphabetical order
new definitions to read as follows:





“8.625% Senior Note Indenture”: the Indenture entered into by the
Borrower and the subsidiary guarantors from time to time party thereto in
connection with the issuance of the 8.625% Senior Notes, together with all
instruments and other agreements entered into by the Borrower or any
subsidiary guarantor party thereto in connection therewith, as the same may
be amended, supplemented or otherwise modified from time to time or
refinanced pursuant to Section 7.2(u).




“8.625% Senior Notes”: $470,000,000 aggregate outstanding principal
amount of the Borrower’s 8.625% Senior Notes due 2019, as the same may be
amended, supplemented or otherwise modified from time to time or refinanced
pursuant to Section 7.2(u).




“Affiliate Transaction”: as defined in Section 7.10.




“Amending Non-Extending Lender”: any Lender who agreed to the
amendments set forth in the Third Amendment, but declined to extend some or
all of its Term Loan or Revolving Credit Commitment, as applicable, beyond
its scheduled maturity date.




“CFC Class II Holdco”: any CFC Holdco substantially all of whose
assets consist of Capital Stock of one or more Class II Restricted
Subsidiaries, cash and Cash Equivalents.




“CFC Holdco”: any Subsidiary, substantially all of whose assets
consist of Capital Stock of one or more Foreign Subsidiaries, cash and Cash
Equivalents, that is designated by the Borrower as a CFC Holdco by notice to
the Administrative Agent.




“DCIP”: Digital Cinema Implementation Partners LLC, a Delaware
limited liability company, its Subsidiaries, and any other Person with a
primary business purpose of facilitating the implementation of digital
cinemas in theatres and agreements and arrangements with respect to the
financing of digital cinema and any Person that is a direct or indirect
parent entity thereof and has no material independent operations.




“Digital Cinema Equipment Lease”: any lease arrangement pursuant to
which the Borrower or any of its Subsidiaries is granted the right to use
digital cinema equipment.




“Disqualified Stock”: any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is



2









 






exchangeable), or upon the happening of any event, (1) matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
(2) is convertible or exchangeable for Indebtedness or Disqualified Stock
(excluding Capital Stock which is convertible or exchangeable solely at the
option of the Borrower or a Restricted Subsidiary), or (3) is redeemable at
the option of the holder of the Capital Stock, in whole or in part, in each
case on or prior to October 30, 2016. Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Stock solely
because the holders of the Capital Stock have the right to require the
Borrower to repurchase or redeem such Capital Stock upon the occurrence of a
change of control or an asset sale will not constitute Disqualified Stock if
the terms of such Capital Stock (and all such securities into which it is
convertible or for which it is exchangeable) provide that the Borrower may
not repurchase or redeem any such Capital Stock (and all such securities
into which it is convertible or for which it is exchangeable) pursuant to
such provisions unless such repurchase or redemption complies with Section 7
herein.




“Existing Revolving Credit Termination Date”: the date which is the
sixth anniversary of the Closing Date.




“Existing Term Loan Maturity Date”: October 5, 2013.




“Extended Applicable Margin”: for any day, the rate per annum that,
when added to the relevant Applicable Margin in effect on such day, produces
an all-in rate equal to the rate set forth on the applicable Pricing Grid
under the heading “All-In Extended Applicable Margin for Term Loans” or
“All-In Extended Applicable Margin for Revolving Credit Loans”, as
applicable.




“Extended Revolving Credit Commitment”: with respect to any
Extending Revolving Credit Lender at any time, the portion of such Lender’s
Revolving Credit Commitment extended pursuant to the Third Amendment.




“Extended Term Loan”: with respect to any Extending Term Loan
Lender at any time, the portion of such Lender’s outstanding Term Loan
extended pursuant to the Third Amendment.




“Extending Lenders”: the Extending Term Loan Lenders and Extending
Revolving Credit Lenders, individually or collectively, as the context may
require.




“Extending Revolving Credit Lender”: (i) any Revolving Credit
Lender who has agreed to extend all or a portion of its Revolving Credit
Commitment until the fifth anniversary of the Third Amendment Effective Date
pursuant to Section III of the Third Amendment, (ii) any



3









 






Replacement Revolving Credit Lender (as defined in Section VII of the Third
Amendment), (iii) any non-Extending Lender that has converted to become an
Extending Revolving Credit Lender pursuant to Section VII of the Third
Amendment and (iv) any Lender or other entity that becomes an Extending
Revolving Credit Lender pursuant to Section 2.24(b) hereof. A Lender shall
only be an Extending Revolving Credit Lender (x) for the period from, as the
case may be, the Third Amendment Effective Date, the date that it becomes a
Replacement Revolving Credit Lender, the date it converts to become an
Extending Revolving Credit Lender or the date it becomes an Extending
Revolving Credit Lender pursuant to Section 2.24(b) hereof and (y) only with
respect to its Extended Revolving Credit Commitment and any Loans made by it
thereunder.




“Extending Term Loan Lender”: (i) any Term Loan Lender who has
agreed to extend all or a portion of its outstanding Term Loan until April
30, 2016 pursuant to Section III of the Third Amendment, (ii) any
Replacement Term Loan Lender (as defined in Section VII of the Third
Amendment), (iii) any non-Extending Lender that has converted to become an
Extending Term Loan Lender pursuant to Section VII of the Third Amendment
and (iv) any Lender or other entity that becomes an Extending Term Loan
Lender pursuant to Section 2.24(a) hereof. A Lender shall only be an
Extending Term Loan Lender (x) for the period from, as the case may be, the
Third Amendment Effective Date, the date that it becomes a Replacement Term
Loan Lender, the date it converts to become an Extending Term Loan Lender or
the date it becomes an Extending Term Loan Lender pursuant to Section
2.24(a) hereof and (y) only with respect to the Extended Term Loans made by
it thereunder.




“Intermediate Holdco”: as defined in the definition of “Specified
Reorganization”.




“Non-Extended Revolving Credit Commitment”: any Revolving Credit
Commitment or portion of a Revolving Credit Commitment not extended pursuant
to the Third Amendment.




“Permitted Business”: the lines of business conducted by the
Borrower, its Subsidiaries, any joint venture to which any of them is a
party and such joint venture’s Subsidiaries, or in which any of them has an
existing Investment, on the Third Amendment Effective Date and any business
incidental or reasonably related thereto or which is a reasonable extension
thereof as determined in good faith by the board of directors of the
Borrower and the Parent.




“Permitted Business Investment”: any Investment made in a Permitted
Business through agreements, transactions, interests or arrangements that
permit one to share risks or costs, achieve economies of scale, pool
resources, comply with regulatory requirements regarding local ownership



4









 






or satisfy other objectives customarily achieved through the conduct of such
businesses jointly with third parties, relating to ownership interests in
projectors, advertising rights, ticketing rights, Internet properties and
other similar tangible or intangible assets, either directly or through
entities the primary business of which is to own or operate any of the
foregoing, including entry into and Investments in the form of or pursuant
to, operating agreements, pooling arrangements, service contracts, joint
venture agreements, partnership agreements (whether general or limited),
limited liability company agreements, subscription agreements, stock
purchase agreements, stockholder agreements and other similar arrangements
with third parties.




“Third Amendment”: the Third Amendment to this Agreement, dated as
of the Third Amendment Effective Date, among the Parent, the Borrower, the
Administrative Agent, the Extending Term Loan Lenders, the Extending
Revolving Credit Lenders and the Amending Non-Extending Lenders party
thereto.




“Third Amendment Effective Date”: March 2, 2010.



          (c) The definition of “Applicable Amount” set forth in Section 1.1 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:





“Applicable Amount”: as of any date of determination (the
“Determination Date”), the amount (but in no event less than zero)
equal to (a) the sum of (i) the aggregate amount of cash and the fair market
value of non-cash items received by the Parent or the Borrower as common
equity after the Closing Date and on or prior to such Determination Date,
(ii) the amount of the net reduction after the Closing Date and on or prior
to such Determination Date, in Investments held by the Parent, any
Intermediate Holdco, the Borrower and its Class I Restricted Subsidiaries in
Class II Restricted Subsidiaries, Unrestricted Subsidiaries and other
entities that are not Class I Restricted Subsidiaries made after the Closing
Date resulting from proceeds realized on the sale or other Disposition of
such Investments, proceeds representing the return of capital, including
redemptions, dividends and distributions, the amount of all guarantees
released, all payments of principal of, or interest on, Indebtedness and
other obligations that constitute such Investments, and the fair market
value (not in excess of the amount previously subtracted under clause
(b)(iii) below) of any Unrestricted Subsidiary redesignated as a Class I
Restricted Subsidiary, (iii) (A) at any time prior to the time when the
Requisite Conditions (as defined in the First Amendment) have been
satisfied, Consolidated EBITDA minus 2.00 times Consolidated Interest
Expense and (B) immediately upon the satisfaction of the Requisite
Conditions and at all times thereafter, Consolidated EBITDA minus 1.75 times
Consolidated Interest Expense, in each case in this clause (iii) for the
fiscal quarter in which the Closing Date occurs and for each full fiscal



5









 






quarter completed since the Closing Date and prior to the Determination Date
for which financial statements have been delivered pursuant to Section
6.1(a) or 6.1(b), as applicable, (iv) to the extent deducted in computing
the Consolidated EBITDA specified in clause (iii) above and not included in
clause (ii) above, any net gains on sales of assets outside the ordinary
course of business (including, without limitation, any such gains that are
extraordinary gains), (v) $150,000,000 and (vi) (A) in the case of
expenditures made pursuant to Sections 7.7(c) and 7.8(h) and the designation
on or after the Closing Date of any Class I Restricted Subsidiaries of the
Parent (other than CFC Holdcos) as Unrestricted Subsidiaries, $275,000,000
in the aggregate, and (B) in the case of expenditures made pursuant to
Section 7.9(a)(i), $200,000,000 in the aggregate,




minus




(b) the sum of (i) the portion of such sum expended on and after the Closing
Date and on or prior to such Determination Date pursuant to Sections 7.6(j),
7.7(c) and 7.8(h), (ii) (A) the portion of such sum expended on and after
the First Amendment Effective Date and on or prior to the Third Amendment
Effective Date pursuant to Section 7.9(a)(i) (after giving effect to the
amendment to such provision that became effective as of the First Amendment
Effective Date) and (B) the portion of such sum expended on or after the
Third Amendment Effective Date and on or prior to such Determination Date
pursuant to Section 7.9(a)(i) (after giving effect to the amendment of such
provision that became effective as of the Third Amendment Effective Date),
and (iii) the fair market value (as of the date of such designation) of any
Class I Restricted Subsidiaries of the Parent designated as Unrestricted
Subsidiaries on or after the Closing Date (excluding the fair market value
of any CFC Holdcos other than cash and Cash Equivalents held directly by CFC
Holdcos at the time of such designation). Expenditures made pursuant to
Sections 7.7(c), 7.8(h) and 7.9(a)(i) and in connection with the designation
of a Class I Restricted Subsidiary (other than a CFC Holdco (except as
provided in the prior sentence)) as an Unrestricted Subsidiary shall be
deemed to utilize the amounts in clause (a)(vi)(A) above or (a)(vi)(B)
above, as applicable, prior to utilization of the amounts in clauses (a)(i)
through (a)(v) above. Expenditures made pursuant to Section 7.9(a)(i) as in
effect prior to the First Amendment Effective Date shall be deemed to have
not decreased, expended or utilized the Applicable Amount or any component
thereof.



          (d) The definition of “Asset Sale” set forth in Section 1.1 of the Credit Agreement is hereby
amended by replacing the first parenthetical in such definition with the following parenthetical:






6









 









(including any such Dispositions pursuant to Section 7.5(l)(ii) and (o), but
excluding any such Dispositions permitted by Section 7.5(a) through (k),
(l)(i), (m) and (n))



          (e) The definition of “Capital Expenditures” set forth in Section 1.1 of the Credit Agreement
is hereby amended by (i) inserting the word “further” immediately after the word “provided” in the
existing proviso to such definition and (ii) inserting the following proviso immediately preceding
the existing proviso to such definition:





provided that, “Capital Expenditures” shall exclude (a) the portion
of the purchase price paid in connection with a Permitted Acquisition which
is required to be capitalized under GAAP on a balance sheet of such Person
and (b) any cash expenditures incurred by such Person under any Digital
Cinema Equipment Lease with DCIP that is required to be classified under
GAAP on a balance sheet of such Person as a capital lease;



          (f) The definition of “Commitment Fee Rate” set forth in Section 1.1 of the Credit Agreement
is hereby amended by inserting the words “payable with respect to the Non-Extended Revolving Credit
Commitments” immediately after the words “Commitment Fee Rate” in the proviso to such definition.




          (g) The definition of “Consolidated Senior Secured Debt” set forth in Section 1.1 of the
Credit Agreement is hereby amended by deleting the parenthetical therein in its entirety.




          (h) The definition of “Consolidated Total Leverage Ratio” set forth in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety to read as follows:





“Consolidated Total Leverage Ratio”: as of the last day of any
period of four consecutive fiscal quarters of the Borrower, the ratio of (a)
Consolidated Total Debt on such day to (b) Consolidated EBITDA of the
Borrower and its Restricted Subsidiaries for such period.



          (i) The definition of “Digital Projector Financing” set forth in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:





“Digital Projector Financing”: any financing arrangement in respect
of digital projector equipment for use in the ordinary course of business in
theatres owned, leased or operated by the Borrower and its Subsidiaries.
For the avoidance of doubt, Digital Projector Financing does not include any
Digital Cinema Equipment Lease.



          (j) The definition of “Funded Debt” set forth in Section 1.1 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:





“Funded Debt”: with respect to any Person, all Indebtedness of such
Person of the types described in clauses (a) through (e) of the definition
of “Indebtedness” in this Section, excluding (i) obligations arising under
any



7









 






EITF 97-10 Capital Leases, (ii) any intercompany Indebtedness owed to the
Parent, any Intermediate Holdco, the Borrower or a Guarantor, (iii) Capital
Lease Obligations outstanding on the relevant date of determination in an
aggregate amount not to exceed $250,000,000, and (iv) any obligations under
any Digital Cinema Equipment Lease with DCIP



          (k) The definition of “Indebtedness” set forth in Section 1.1 of the Credit Agreement is
hereby amended by replacing the words “the date which is six months after the seventh anniversary
of the Closing Date” in clause (g) thereof with “October 30, 2016”.




          (l) The definition of “Indebtedness” set forth in Section 1.1 of the Credit Agreement is
hereby further amended by inserting the parenthetical “(other than Guarantee Obligations arising
out of Digital Cinema Equipment Leases with DCIP)” in clause (h) of such definition immediately
after the words “all Guarantee Obligations of such Person”.




          (m) The definition of “Loan Documents” set forth in Section 1.1 of the Credit Agreement is
hereby amended by (i) replacing the word “and” in the second line thereof with a comma (“,”) and
(ii) adding the words “and the Third Amendment” at the end of such definition.




          (n) The definition of “Revolving Credit Termination Date” set forth in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety to read as follows:





“Revolving Credit Termination Date”: (a) with respect to the
Revolving Credit Commitments other than the Extended Revolving Credit
Commitments, the date which is the sixth anniversary of the Closing Date;
provided that the Revolving Credit Termination Date shall be August
1, 2012 if, on such date, the Indebtedness under the Senior Subordinated
Notes has not been refinanced with Indebtedness that matures no earlier than
the date which is six months after the seventh anniversary of the Closing
Date and that otherwise meets the requirements for a refinancing permitted
by Section 7.2(f) or has not been repurchased or redeemed as permitted
hereunder, (b) with respect to the Extended Revolving Credit Commitments,
the date that is the fifth anniversary of the Third Amendment Effective Date
and (c) with respect to Revolving Credit Commitments that have been extended
pursuant to Section 2.25, the date which has been mutually agreed to by the
Borrower and the applicable Revolving Credit Lenders.



          (o) The definition of “Specified Reorganization” set forth in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:





“Specified Reorganization”: any transaction or series of
transactions pursuant to which one or more intermediate holding companies
between the Parent and the Borrower (each, an “Intermediate Holdco”)
is established.



8









 





          (p) The definition of “Synthetic Lease Obligations” set forth in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:





“Synthetic Lease Obligations”: all monetary obligations of a Person
under a so-called synthetic, off-balance sheet or tax retention lease. For
the avoidance of doubt, the definition of “Synthetic Lease Obligations”
shall not include Digital Cinema Equipment Leases with DCIP, EITF 97-10
Capital Leases or any other lease entered into by a Loan Party in good
faith.



          (q) The definition of “Unrestricted Subsidiary” set forth in Section 1.1 of the Credit
Agreement is hereby amended by replacing clause (a)(iii) in its entirety with the following:





in the case of the designation of a Class I Restricted Subsidiary (other
than a CFC Holdco), the Applicable Amount immediately prior to such
designation is at least equal to the fair market value (as of the time of
such designation) of the Class I Restricted Subsidiary to be so designated;



          (r) Section 2.3 of the Credit Agreement is hereby further amended by inserting the following
new clause (c) therein:





(c) Notwithstanding anything herein to the contrary, the Extended Term Loan
of each Extending Term Loan Lender shall mature in consecutive quarterly
installments, commencing on March 31, 2010, each of which shall be in an
amount equal to such Extending Term Loan Lender’s Term Loan Percentage of
the Extended Term Loans multiplied by the percentage set forth below
opposite such installment of the aggregate Extended Term Loans
(provided, however, that in the event the Borrower requests
and one or more Term Loan Lenders agree to extend their Term Loans pursuant
to Section 2.25, the repayment schedule with respect to such extended Term
Loans shall be as agreed between the Borrower and such Lenders):



	 	 	 
	Installment	 	Principal Amount
	March 31, 2010
	 	0.25%
	June 30, 2010
	 	0.25%
	September 30, 2010
	 	0.25%
	December 31, 2010
	 	0.25%
	March 31, 2011
	 	0.25%
	June 30, 2011
	 	0.25%
	September 30, 2011
	 	0.25%
	December 31, 2011
	 	0.25%
	March 31, 2012
	 	0.25%
	June 30, 2012
	 	0.25%
	September 30, 2012
	 	0.25%






9









 






	 	 	 
	Installment	 	Principal Amount
	December 31, 2012
	 	0.25%
	March 31, 2013
	 	0.25%
	June 30, 2013
	 	0.25%
	September 30, 2013
	 	0.25%
	December 31, 2013
	 	0.25%
	March 31, 2014
	 	0.25%
	June 30. 2014
	 	0.25%
	September 30, 2014
	 	0.25%
	December 31, 2014
	 	0.25%
	March 31, 2015
	 	0.25%
	June 30, 2015
	 	0.25%
	September 30, 2015
	 	0.25%
	December 31, 2015
	 	0.25%
	March 31, 2016
	 	0.25%
	April 30, 2016
	 	Aggregate unpaid principal amount of the Extended Term Loans






          (s) Section 2.9 of the Credit Agreement is hereby amended by (i) labelling the existing
paragraph as clause “(a)” and (ii) inserting the following new sentence at the end thereof:





Amounts to be applied as optional prepayments pursuant to this Section shall
be applied, first, to the prepayment of the non-extended Term Loans
and the non-extended Revolving Credit Loans and second, to the
prepayment of the Extended Term Loans and the extended Revolving Credit
Loans.



          (t) Section 2.9 of the Credit Agreement is hereby further amended by
inserting the following new clause (b) at the end thereof:



(b) In the event of any prepayment in respect of the Extended Term Loans on
or prior to the first anniversary of the Third Amendment Effective Date from
a refinancing of the Extended Term Loans made with the proceeds of a
substantially concurrent issuance or incurrence of new term loans that (i)
are incurred for the primary purpose of refinancing the Extended Term Loans
and decreasing the Applicable Margin with respect thereto and (ii) otherwise
have terms and conditions (and are in an aggregate principal amount)
substantially the same as those of the Extended Term Loans, such prepayment
will be accompanied by a prepayment premium equal to 1.00% of the principal
amount of the Extended Term Loans prepaid. Such prepayment premium shall be
allocated ratably among the Extending Term Loan Lenders in accordance with
such Lenders’ percentage of the aggregate amount of Extended Term Loans
prepaid.



10









 





          (u) Section 2.10(b) of the Credit Agreement is hereby amended by deleting the words “Except as
set forth in clause Section 2.10(c) below,” at the beginning thereof.




          (v) Section 2.10(b) of the Credit Agreement is hereby further amended by deleting clause (i)
in the proviso thereto in its entirety and replacing such clause with the following:





this Section 2.10(b) shall not apply to (A) transactions described in
Section 7.11(c) and (B) any Sale and Leaseback Transaction if the fair
market value of the real or personal property subject to such Sale and
Leaseback Transaction is less than $10,000,000, and



          (w) Section 2.10(e) of the Credit Agreement is hereby amended by replacing the first sentence
of such section with the following sentence:





Amounts to be applied as prepayments pursuant to this Section shall be
applied, first, to the prepayment of the non-extended Term Loans,
second, to the prepayment of the non-extended Revolving Credit
Loans, third, to the prepayment of the Extended Term Loans, and
fourth, to the prepayment of the extended Revolving Credit Loans.



          (x) Section 2.13(a) of the Credit Agreement is hereby amended by inserting at the end of such
clause the words “plus, in the case of Eurodollar Loans of each Extending Lender, the
Extended Applicable Margin in effect for such day”.




          (y) Section 2.13(b) of the Credit Agreement is hereby amended by inserting at the end of such
clause the words “plus, in the case of Base Rate Loans of each Extending Lender, the
Extended Applicable Margin in effect for such day”.




          (z) Section 2.16(b) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:





(b)(i) Each payment (including each prepayment) by the Borrower on account
of principal of and interest on the non-extended Term Loans shall be
allocated among the Lenders holding such non-extended Term Loans pro
rata based on the principal amount of such non-extended Term Loans
held by such Lenders. The amount of each principal prepayment of the
non-extended Term Loans shall be applied first, to the four
immediately succeeding installments of such non-extended Term Loans and,
second, to the remaining installments of such non-extended Term
Loans pro rata based on the remaining outstanding principal
amount of such installments. Amounts repaid or prepaid on account of the
non-extended Term Loans may not be reborrowed.




(ii) Each payment (including each prepayment) by the Borrower on account of
principal of and interest on the Extended Term Loans shall be



11









 






allocated among the Lenders holding such Extended Term Loans pro
rata based on the principal amount of such Extended Term Loans. The
amount of each principal prepayment of the Extended Term Loans shall be
applied first, to the four immediately succeeding installments of
such Extended Term Loans and, second, to the remaining installments
of such Extended Term Loans pro rata based on the remaining
outstanding principal amount of such installments. Amounts repaid or
prepaid on account of the Extended Term Loans may not be reborrowed.



          (aa) Section 2.16(c) of the Credit Agreement is hereby amended by replacing the parenthetical
in the first line thereof with the following parenthetical:





(other than any prepayment)



          (bb) Section 2.16(c) of the Credit Agreement is hereby further amended by adding the following
sentence at the end thereof:





Notwithstanding anything in Section 2.16 to the contrary, on the Revolving
Credit Termination Date (as determined without giving effect to the Third
Amendment), the Borrower shall be permitted to pay any remaining principal
and interest due and payable on the non-extended Revolving Credit Loans.



          (cc) Section 2.19 of the Credit Agreement is hereby amended by inserting the words “or any
Extended Applicable Margin” immediately following the words “Applicable Margin” in the second
parenthetical of the second sentence thereof.




          (dd) Section 2 of the Credit Agreement is hereby further amended by inserting a new Section
2.24 and Section 2.25 at the end thereof:





2.24 Increase in Commitments. (a) At any time on or after the Third
Amendment Effective Date, the Borrower shall have the right to obtain
additional Term Loans either from one or more of the Term Loan Lenders or
other Persons, in an aggregate amount such that the aggregate amount of Term
Loan Commitments in effect at any time shall not exceed $1,083,600,000;
provided that (i) any such request for additional Term Loans shall
be in a minimum amount of $30,000,000, (ii) the Borrower may make a maximum
of three such requests, (iii) the Administrative Agent has approved each
such new Term Loan Lender, such approval not to be unreasonably withheld or
delayed, (iv) the procedures described in Section 2.24(c) have been
satisfied and (v) with respect to any increase prior to the Existing Term
Loan Maturity Date, such additional Term Loans shall be on the same economic
terms and conditions as the Extended Term Loans.




(b) At any time on or after the Existing Revolving Credit Termination Date,
the Borrower shall have the right to increase the Revolving Credit
Commitment by obtaining additional Revolving Credit Commitments,



12









 






either from one or more of the Revolving Credit Lenders or other Persons, in
an aggregate amount such that the aggregate amount of Revolving Credit
Commitments in effect at any time shall not exceed $150,000,000;
provided that (i) any such request for an increase shall be in a
minimum amount of $30,000,000, (ii) the Borrower may make a maximum of three
such requests, (iii) the Administrative Agent has approved each such new
Revolving Credit Lender, such approval not to be unreasonably withheld or
delayed, and (iv) the procedures described in Section 2.24(c) have been
satisfied.




(c) Any amendment hereto for an increase in Term Loan Commitments or
Revolving Credit Commitments pursuant to Sections 2.24(a) and (b),
respectively, shall be in form and substance reasonably satisfactory to the
Administrative Agent and shall only require the written signatures of the
Administrative Agent, the Borrower and the Lender(s) being added or
increasing their Term Loan Commitment and/or Revolving Credit Commitment.
As a condition precedent to such an increase, (i) the Borrower shall deliver
to the Administrative Agent a certificate of each Loan Party signed by an
authorized officer of such Loan Party certifying and attaching the
resolutions adopted by such Loan Party approving or consenting to such
increase, (ii) before and after giving effect to such increase, (x) the
representations and warranties contained in Section 4 and the other Loan
Documents shall be true and correct in all material respects (except that
any representation and warranty that is qualified as to “materiality” or
“Material Adverse Effect” shall be true and correct in all respects), except
to the extent that such representations and warranties specifically refer to
an earlier date, in which case they are true and correct as of such earlier
date and (y) no Default or Event of Default shall have occurred and be
continuing and (iii) if requested by the Administrative Agent, the Borrower
shall deliver to the Administrative Agent customary legal opinions, in form
and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.




2.25 Future Extensions. Notwithstanding anything herein to the
contrary, at any time after the Third Amendment Effective Date, the Borrower
may request and any Lender may agree to extend the maturity date applicable
to its Term Loan or Revolving Credit Commitment to a date after April 30,
2016 (with respect to Term Loans) or the fifth anniversary of the Third
Amendment Effective Date (with respect to Revolving Credit Commitments) and
such extensions shall only require the consent of the Borrower, such Lender
and the Administrative Agent (in each case, such consent shall not be
unreasonably withheld or delayed); provided, however, that
(i) any such request for extension shall be in a minimum amount of
$100,000,000 and (ii) such request and the opportunity to further extend its
Term Loan or Revolving Credit Commitment shall be made available to each
Term Loan Lender and/or Revolving Credit Lender, as appropriate under the
circumstances.



13









 





          (ee) Section 3.3(a) of the Credit Agreement is hereby amended by inserting the following
sentence between the first and second sentence thereof:





Additionally, the Borrower will pay a fee on the aggregate drawable amount
of all outstanding Letters of Credit attributable to the Extending Revolving
Credit Lenders at a rate per annum equal to the Extended Applicable Margin
then in effect with respect to Eurodollar Loans under the Revolving Credit
Facility, shared ratably among the Extending Revolving Credit Lenders in
accordance with their respective Revolving Credit Percentages and payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date of
such Letters of Credit.



          (ff) Section 6.9(b) of the Credit Agreement is hereby amended by deleting the last sentence of
such clause in its entirety and replacing such sentence with the following:





Notwithstanding the foregoing, the Parent, the Borrower and the Subsidiary
Guarantors may elect to exclude from the requirements of this Section 6.9(b)
leasehold interests in real property and fee-owned real property, to the
extent that such leasehold interests and fee interests have an aggregate
value, measured at the time of any such election, not in excess of
$75,000,000 (valued in accordance with Schedule 6.9).



          (gg) Section 6.9(c) of the Credit Agreement is hereby amended by inserting the words “or (iii)
a CFC Holdco” at the end of the first parenthetical thereof.




          (hh) Section 6.9(d) of the Credit Agreement is hereby amended by inserting the words “or CFC
Class II Holdco” in the first and twelfth lines thereof immediately following the words “any new
Class II Restricted Subsidiary”.




          (ii) Section 6.9 of the Credit Agreement is hereby amended by inserting at the end thereof a
new clause (e) to read as follows:





(e) Notwithstanding anything else to the contrary contained in this Section
or elsewhere in the Agreement, perfection of Collateral shall not be
required where either the burden or costs of perfecting a security interest,
lien or mortgage is reasonably determined by the Administrative Agent to be
excessive in relation to the benefit afforded to the Lenders thereby.



          (jj) Section 6.13 of the Credit Agreement is hereby deleted in its entirety and replaced with
the word “Reserved”.




          (kk) Section 7.2(c) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:





(c)(i) Capital Lease Obligations of the Borrower and its Class I Restricted
Subsidiaries in an amount not to exceed $250,000,000, (ii) obligations under
any leases of the Borrower and any of its Restricted Subsidiaries in



14









 






existence on the Third Amendment Effective Date and characterized on the
Third Amendment Effective Date as operating leases that are recharacterized
as Capital Lease Obligations after the Third Amendment Effective Date, (iii)
obligations under any EITF 97-10 Capital Leases; and (iv) obligations under
any Digital Cinema Equipment Lease with DCIP;



          (ll) Section 7.2(g)(i) of the Credit Agreement is hereby deleted in its entirety and replaced
with the word “[Reserved]”.




          (mm) Section 7.2(g)(ii) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:





(g)(ii) unsecured Indebtedness of the Parent and any Intermediate Holdco so
long as (X) immediately prior to and after giving effect to the incurrence
of such Indebtedness, the Parent and the Borrower are in compliance with
Section 7.1, (Y) the maturity of any principal amount thereof shall not be
earlier than October 30, 2016 and (Z) none of the Borrower or any of its
Restricted Subsidiaries has any Guarantee Obligation with respect to such
Indebtedness;



          (nn) Section 7.2(o) of the Credit Agreement is hereby deleted in its entirety and replaced
with the word “[Reserved]”.




          (oo) Section 7.2(r) of the Credit Agreement is hereby amended by deleting the word “and” at
the end of such clause.




          (pp) Section 7.2(s) of the Credit Agreement is hereby amended by replacing the period (“.”) at
the end of such clause with a 

semi-colon (“;”).




          (qq) Section 7.2 of the Credit Agreement is hereby further amended by inserting the following
new clauses (t), (u), (v), (w), (x), (y) and (z) therein:





(t) senior unsecured or subordinated Indebtedness of the Borrower or any
other Loan Party incurred to refinance all or a portion of the outstanding
Term Loans plus the amount of any interest, fees, premiums, and
penalties paid in connection with such refinancing; provided that
(i) 100% of the net proceeds from the incurrence of such Indebtedness is
applied to refinance all or a portion of the Term Loans plus the
amount of any interest, fees, premiums and penalties paid in connection with
such refinancing and (ii) the maturity of any principal amount thereof shall
not be earlier than October 30, 2016;




(u) Indebtedness of the Borrower or any other Loan Party in respect of the
8.625% Senior Notes, including any refinancing thereof, provided
that (i)) the aggregate principal amount of such Indebtedness shall not
exceed $470,000,000 plus the amount of any interest, fees, premiums
or penalties paid in connection with such refinancing and any original issue
discount incurred in connection with such refinancing Indebtedness, (ii) the



15









 






maturity of any principal amount thereof shall not be earlier than October
30, 2016, and (iii) the documents under which the 8.625% Senior Notes are
refinanced shall have covenants taken as a whole not materially more
restrictive than those applicable to the Indebtedness refinanced thereby;




(v) unsecured Indebtedness of the Borrower or any of its Class I Restricted
Subsidiaries in an aggregate principal amount not to exceed $300,000,000 at
any time outstanding incurred to finance a Permitted Acquisition;
provided that (i) the maturity of any principal amount thereof shall
not be earlier than October 30, 2016 and (ii) after giving pro forma effect
to such Permitted Acquisition, the Consolidated Total Leverage Ratio as of
the most recent quarter end for which financial statements have been
delivered to the Agents pursuant to Section 6.1 is less than 5.00 to 1.00;




(w) (i) if DCIP has not incurred Indebtedness to finance digital cinema
equipment in excess of $550,000,000, Indebtedness incurred by the Borrower
or any Restricted Subsidiary with respect to Digital Projector Financing in
an aggregate principal amount incurred not to exceed (A) $70,000,000 during
the period from the Third Amendment Effective Date to the first anniversary
thereof; (B) $70,000,000 during the period from the first anniversary of the
Third Amendment Effective Date to the second anniversary of the Third
Amendment Effective Date; and (C) $60,000,000 after the second anniversary
of the Third Amendment Effective Date; and (ii) if clause (i) is not
applicable, Indebtedness incurred by the Borrower or any Restricted
Subsidiary with respect to Digital Projector Financing in an aggregate
principal amount incurred not to exceed (A) $35,000,000 during the period
from the Third Amendment Effective Date to the first anniversary thereof;
(B) $35,000,000 during the period from the first anniversary of the Third
Amendment Effective Date to the second anniversary of the Third Amendment
Effective Date; and (C) $30,000,000 after the second anniversary of the
Third Amendment Effective Date; provided that under either clauses
(i) or (ii), any unused or repaid amounts may be carried forward and used in
subsequent periods without limitation;




(x) unsecured Indebtedness of the Parent or any Intermediate Holdco
incurred to refinance all or a portion of any Indebtedness incurred pursuant
to Section 7.2(g)(ii) or this Section 7.2(x); provided that (i) 100%
of the net proceeds from the incurrence of such Indebtedness is applied to
refinance all or a portion of the Indebtedness incurred pursuant to Section
7.2(g)(ii) or this Section 7.2(x), in each case plus the amount of
any interest, fees, premiums and penalties paid in connection with such
refinancing and (ii) the maturity of any principal amount thereof shall not
be earlier than October 30, 2016;




(y) senior unsecured or subordinated Indebtedness of the Borrower or any
other Loan Party incurred to refinance all or a portion of any Indebtedness



16









 






incurred pursuant to Section 7.2(t) or this Section 7.2(y); provided
that (i) 100% of the net proceeds from the incurrence of such Indebtedness
is applied to refinance all or a portion of the Indebtedness incurred
pursuant to Section 7.2(t) or this Section 7.2(y), in each case plus
the amount of any interest, fees, premiums and penalties paid in connection
with such refinancing and (ii) the maturity of any principal amount thereof
shall not be earlier than October 30, 2016; and




(z) unsecured Indebtedness of the Borrower or any of its Class I Restricted
Subsidiaries incurred to refinance all or a portion of any Indebtedness
incurred pursuant to Section 7.2(v) or this Section 7.2(z); provided
that (i) 100% of the net proceeds from the incurrence of such Indebtedness
is applied to refinance all or a portion of the Indebtedness incurred
pursuant to Section 7.2(v) or this Section 7.2(z), in each case plus
the amount of any interest, fees, premiums and penalties paid in connection
with such refinancing and (ii) the maturity of any principal amount thereof
shall not be earlier than October 30, 2016.



          (rr) Section 7.3(o) of the Credit Agreement is hereby amended and restated to read as follows:





(o) Liens in connection with the defeasance of the 8.625% Senior Notes or
any other Indebtedness permitted under Section 7.2 issued pursuant to an
indenture, covering the proceeds of Indebtedness which constitutes
refinancing Indebtedness of such Indebtedness permitted by Section 7.2 and
other funds intended for such purpose, provided that, such Lien
covers proceeds in an aggregate amount necessary solely to defease the
principal, interest, premium, if any, and, if required by the terms of the
relevant indenture, fees, costs and expenses due in connection with the
defeasance of such Indebtedness;



          (ss) Section 7.3(p) of the Credit Agreement is hereby amended and restated to read as follows:





(p) Liens of the trustee under Section 7.7 of the Senior Subordinated Note
Indenture, Section 7.07 of the 8.625% Senior Note Indenture and similar
provisions under other indentures governing Indebtedness permitted under
this Agreement on money or property held or collected by the trustee
thereunder;



          (tt) Section 7.3(y) of the Credit Agreement is hereby amended by deleting the word “and” at
the end of such clause.




          (uu) Section 7.3(z) of the Credit Agreement is hereby amended by replacing the period (“.”) at
the end of such clause with a 

semi-colon (“;”).




          (vv) Section 7.3 of the Credit Agreement is hereby amended by inserting new clauses (aa) and
(bb) at the end thereof to read as follows:





17











 






(aa) any Lien, encumbrance or restriction (including put and
call arrangements) with respect to Capital Stock of DCIP, any Unrestricted
Subsidiary, any joint venture or any interest acquired pursuant to a
Permitted Business Investment; and




(bb) Liens securing Indebtedness permitted by Section 7.2(w),
provided that such Liens cover only the assets financed with such
Indebtedness and accessions, additions and improvements thereto and proceeds
thereof.



          (ww) Section 7.4(d) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:





(d) Specified Reorganizations may be consummated if, in each
case, (i) each Intermediate Holdco shall be a wholly-owned Subsidiary of the
Parent or another Intermediate Holdco, (ii) the Borrower shall be a
wholly-owned Subsidiary of an Intermediate Holdco, (iii) each Intermediate
Holdco shall become a party to the Guarantee and Collateral Agreement as a
Guarantor, and (iv) the Borrower, each Intermediate Holdco and the
Administrative Agent shall have entered into an amendment to this Agreement
that is satisfactory to the Administrative Agent in its reasonable
discretion, amending clause (c) of the definition of the term “Change of
Control,” Section 7.6(d), Section 7.16 and such other provisions of this
Agreement and the other Loan Documents as the Borrower and the
Administrative Agent shall reasonably deem necessary to reflect the
consummation of such Specified Reorganization (and such amendment shall not
require the approval or signature of any other Lender or Agent).



          (xx) Section 7.5(f) of the Credit Agreement is hereby amended by deleting the second
proviso thereto and replacing it with the following proviso:





provided further that, the fair market value of all such assets
exchanged or “swapped” after the Third Amendment Effective Date shall not
exceed $150,000,000 in the aggregate;



          (yy) Section 7.5(i) of the Credit Agreement is hereby amended and restated in its entirety
as follows:





(i) any sale and leaseback transaction permitted by Section 7.11(a) through
(c);



          (zz) Section 7.5(l) of the Credit Agreement is hereby amended by (i) inserting a clause
“(i)” in the first line thereof immediately preceding the words “the Disposition”, (ii) inserting
the words “and/or (ii) Disposition of any interest in DCIP, any Unrestricted Subsidiary, any joint
venture or any interest acquired pursuant to a Permitted Business Investment, and, in each case
under this Section 7.5(l), the subsequent” in the third line thereof in lieu of the words “and the
subsequent”, and (iii) deleting the proviso at the end of such Section 7.5(l).






18









 








          (aaa) Section 7.5(o) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:





(o) the Disposition after the Third Amendment Effective Date of other
assets having a fair market value not to exceed $500,000,000 in the
aggregate.



          (bbb) Section 7.5 of the Credit Agreement is hereby further amended by inserting the
following new sentence at the end thereof:





Certain Dispositions pursuant to this Section 7.5 may give rise to mandatory
prepayment obligations under Section 2.10(b).



          (ccc) Section 7.6(b) of the Credit Agreement is hereby amended by replacing the words “the
date which is six months after the seventh anniversary of the Closing Date” in the proviso thereof
with “October 30, 2016”.




          (ddd) Section 7.6(d) of the Credit Agreement is hereby amended and restated in its
entirety as follows:





(d) the Borrower may make Restricted Payments to the Parent, to permit
Parent to pay (i) any taxes which are due and payable by the Parent, the
Borrower and their Subsidiaries as part of a consolidated group (including,
without limitation, franchise taxes and expenses required to maintain
corporate existence), (ii) customary salary, bonus and other benefits
payable to officers, directors and employees of Parent, the Borrower and
their Subsidiaries to the extent such salaries, bonuses and other benefits
are directly or indirectly attributable to the ownership or operation of the
Borrower and its Restricted Subsidiaries, including the Borrower’s
proportionate share of such amounts relating to Parent being a public
company, including directors’ fees; (iii) general corporate operating and
overhead costs and expenses of Parent to the extent such costs and expenses
are directly or indirectly attributable to the ownership or operation of the
Borrower and its Restricted Subsidiaries, including the Borrower’s
proportionate share of the expenses relating to Parent being a public
company; (iv) principal and interest on Indebtedness permitted under Section
7.2; (v) reasonable fees and expenses other than to Affiliates of the
Borrower related to any unsuccessful equity or debt offering of Parent and
(vi) the management advisory fees and expenses permitted under Section 7.10;



          (eee) Section 7.6(f) of the Credit Agreement is hereby amended by replacing the words “the
date which is six months after the seventh anniversary of the Closing Date” in the fifth and sixth
lines thereof with “October 30, 2016”.




          (fff) Section 7.6(j) of the Credit Agreement is hereby amended by inserting a new sentence
at the end thereof to read as follows:






19









 









For the avoidance of doubt, any Restricted Payment permitted and paid
pursuant to this Section 7.6(j) shall only have to satisfy the requirements
detailed herein at the time of the initial Restricted Payment. Following
such Restricted Payment, the recipient may transfer such payment to another
Person without such transfer being deemed an additional Restricted Payment
for purposes of this Section 7.6(j); and



          (ggg) Section 7.6 is hereby further amended to add the following new clause (k) at the end
thereof:





any Loan Party may purchase, redeem or otherwise acquire or retire Capital
Stock if such purchase, redemption, acquisition or retirement occurs or is
deemed to occur upon (y) the exercise of stock options, warrants or other
equity-based awards to the extent such Capital Stock represents a portion of
the exercise price of such options, warrants or other equity-based awards
and (z) the exercise of stock options, warrants or other equity-based awards
or the vesting or issuance of shares of restricted stock or other Capital
Stock to the extent such Capital Stock represents a portion of the tax
liability of the holder thereof with respect thereto.



          (hhh) Section 7.7 of the Credit Agreement is hereby amended by adding the following new
clause (d) at the end thereof:





notwithstanding anything in this Section 7.7 to the contrary, and without
utilization of any amounts described in paragraphs (a) through (c) of this
Section 7.7, purchases of digital projectors and other digital cinema
equipment from or with DCIP.



          (iii) Section 7.8(h) of the Credit Agreement is hereby amended by inserting the words
“non-Guarantor Class I Restricted Subsidiaries,” in the second line thereof immediately preceding
the words “Class II Restricted Subsidiaries”.




          (jjj) Section 7.8(h)(i) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:





any such amounts invested in any entity that is not a Subsidiary and the
primary business of which is not a Permitted Business shall not exceed
$50,000,000 in the aggregate at any one time outstanding (measured at the
time each such Investment is made) during the term of this Agreement and



          (kkk) Section 7.8(h) of the Credit Agreement is hereby further amended by (i) replacing
the word “and” immediately preceding clause (y) therein with a comma (“,”) and (ii) inserting the
word “and” and the following new clause (z) immediately preceding the words “in each case shall
not”:





(z) Investments in Unrestricted Subsidiaries and CFC Holdcos consisting of
the Capital Stock of an Unrestricted Subsidiary or a CFC Holdco;



20









 





          (lll) Section 7.8(n) of the Credit Agreement is hereby amended by deleting the word “and”
at the end thereof.




          (mmm) Section 7.8(o) of the Credit Agreement is hereby amended by deleting the period
(“.”) at the end thereof and inserting the words “; and” in lieu thereof.




          (nnn) Section 7.8 of the Credit Agreement is hereby amended by inserting at the end
thereof a new clause (p) to read as follows:





(p) Investments in DCIP consummated by no later than April 30, 2010.



          (ooo) Section 7.9 of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:





(a) Prepay, repurchase or redeem or otherwise defease or acquire the 8.625%
Senior Notes or Indebtedness incurred pursuant to Section 7.2(g)(ii), (t),
(u), (v), (x), (y), or (z); provided, however, that, so long
as no Default or Event of Default shall have occurred and be continuing at
the date of such prepayment, repurchase, redemption or other defeasance or
acquisition or would result therefrom, the Parent, any Intermediate Holdco,
the Borrower or any Restricted Subsidiary may prepay, repurchase, redeem,
defease or acquire: (i) the 8.625% Senior Notes and Indebtedness incurred
pursuant to Section 7.2(g)(ii), (t), (u), (v), (x), (y), or (z) for an
aggregate price that does not exceed the Applicable Amount at the time of
such prepayment, repurchase, redemption, defeasance or other acquisition;
(ii) the 8.625% Senior Notes or Indebtedness incurred pursuant to Section
7.2(u) with the proceeds of Indebtedness incurred pursuant to Section
7.2(u); (iii) Indebtedness incurred pursuant to Section 7.2(g)(ii) or 7.2(x)
with the proceeds of Indebtedness incurred pursuant to Section 7.2(x); (iv)
Indebtedness incurred pursuant to Section 7.2(t) or 7.2(y) with the proceeds
of Indebtedness incurred pursuant to Section 7.2(y); and (v) Indebtedness
incurred pursuant to Section 7.2(v) or 7.2(z) with the proceeds of
Indebtedness incurred pursuant to Section 7.2(z);




(b) amend, modify or otherwise change, or consent or agree to any amendment,
modification, waiver or other change to, any of the terms of the 8.625%
Senior Notes or any Indebtedness incurred pursuant to Section 7.2(g)(ii),
(t), (u), (v), (x), (y), or (z), other than any such amendment,
modification, waiver or other change that (A) would extend the maturity or
reduce the amount of any payment of principal thereof, reduce the rate or
extend the date for payment of interest thereon or relax any covenant or
other restriction applicable to the Parent, the Borrower or any of its Class
I Restricted Subsidiaries or add any Guarantor as a guarantor in respect
thereof, provided that, to the extent applicable, such guarantee is
subordinated in right of payment to the Guarantor’s guarantee of the
Obligations to at least the same extent in all material respects as the
obligations of the Borrower thereunder are subordinated to the Obligations



21









 







or (B) does not require the consent of any holder of any Indebtedness to (i)
cure any ambiguity, defect or inconsistency or (ii) comply with the
requirements of the SEC in order to effect or maintain the qualification of
the 8.625% Senior Note Indenture or any indenture governing Indebtedness
incurred pursuant to Section 7.2(g)(ii), (t), (u), (v), (x), (y), or (z), as
the case may be, under the Trust Indenture Act of 1939, as amended from time
to time; or




(c) amend its certificate of incorporation in any manner reasonably
determined by the Administrative Agent to be material and adverse to the
Lenders.



          (ppp) Section 7.10 of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:





Make any payment to, or sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or
enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each, an “Affiliate Transaction”), involving aggregate
payments or consideration in excess of $5.0 million unless:




(i) the Affiliate Transaction is on terms that are no less favorable to the
Parent, the Intermediate Holdco, the Borrower or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable
transaction by the Parent, the Intermediate Holdco, the Borrower or such
Restricted Subsidiary with a Person who is not an Affiliate; and




(ii) the Borrower delivers to the Administrative Agent:




(a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$5.0 million, an officer’s certificate certifying that such Affiliate
Transaction complies with this Section 7.10; and




(b) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of
$25.0 million, a resolution of the board of directors of the Parent
and the Borrower set forth in an officer’s certificate certifying
that such Affiliate Transaction complies with this Section 7.10 and
that such Affiliate Transaction has been approved by a majority of
the disinterested members of the board of directors of the Parent and
the Borrower.




; provided, however, that the following items shall be
deemed to not be Affiliate Transactions and, therefore, shall not be subject
to the provisions of the prior paragraph:



22









 






(1) any employment, consulting or similar agreement or other compensation
arrangement entered into by the Parent, any Intermediate Holdco, the
Borrower or any of its Restricted Subsidiaries in the ordinary course of
business of the Parent, any Intermediate Holdco, the Borrower or such
Restricted Subsidiary;




(2) transactions between or among the Parent, any Intermediate Holdco, the
Borrower and/or its Restricted Subsidiaries;




(3) transactions with a Person that is an Affiliate of the Parent solely
because the Parent or any of its Subsidiaries owns Capital Stock in, or
controls, such Person;




(4) reasonable fees and expenses and compensation paid to, and indemnity
provided on behalf of, officers, directors or employees of the Parent or any
Subsidiary as determined in good faith by the board of directors or senior
management of the Parent;




(5) sales of Capital Stock (other than Disqualified Stock) to Affiliates of
the Parent and the granting of registration and other customary rights in
connection therewith;




(6) Restricted Payments that are permitted by Section 7.6 and Investments
permitted under Section 7.8;




(7) transactions pursuant to any contract or agreement listed on Annex
B to the Third Amendment, as in effect on the Third Amendment Effective
Date, in each case as amended, modified or replaced from time to time so
long as the amended, modified or new agreements, taken as a whole, are not
materially less favorable to the Parent, any Intermediate Holdco, the
Borrower and its Restricted Subsidiaries taken as a whole than those in
effect on the Third Amendment Effective Date;




(8) transactions with customers, clients, suppliers, or purchasers or
sellers of goods or services, in each case, in the ordinary course of
business and otherwise in compliance with the terms of this Agreement which
are fair to the Parent, any Intermediate Holdco, the Borrower and its
Restricted Subsidiaries, in the reasonable determination of the board of
directors of the Parent or the senior management thereof, or are on terms at
least as favorable as might reasonably have been obtained at such time from
an unaffiliated party;




(9) the pledge of Capital Stock of an Unrestricted Subsidiary to its lenders
to support the Indebtedness of such Unrestricted Subsidiary owed to such
lenders; and



23









 






(10) transactions in which the Parent, any Intermediate Holdco, the Borrower
or any of its Restricted Subsidiaries delivers to the Administrative Agent a
letter from an accounting, appraisal or investment banking firm of national
standing stating that such transaction is fair to the Parent, such
Intermediate Holdco, the Borrower or such Restricted Subsidiary from a
financial point of view or stating that the terms are not materially less
favorable to the Parent, such Intermediate Holdco, the Borrower or such
Restricted Subsidiary than those that would have reasonably been obtained in
a comparable transaction by the Parent, such Intermediate Holdco, the
Borrower or such Restricted Subsidiary with an unrelated Person on an
arm’s-length basis.



          (qqq) Section 7.11 of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:





Enter into any arrangement with any Person providing for the leasing by the
Parent, the Borrower or any Class I Restricted Subsidiary of real or
personal property which has been or is to be sold or transferred by the
Parent, the Borrower or such Class I Restricted Subsidiary to such Person;
provided that, so long as the Net Cash Proceeds, if any, of any of
the following transactions are applied toward prepayment of the Loans to the
extent required by Section 2.10, the Parent, the Borrower or any Class I
Restricted Subsidiary may enter into Sale and Leaseback Transactions (a)
with respect to any fee-owned property set forth on Schedule 7.11
that does not constitute Mortgaged Property or property acquired in Section
7.5(f) swaps in exchange for such property set forth on such Schedule, (b)
with respect to any real or personal property acquired by the Borrower or
any Class I Restricted Subsidiary after the Closing Date, (c) with respect
to digital cinema equipment in connection with a Digital Cinema Equipment
Lease with DCIP or Digital Projector Financing, and (d) with respect to
other real or personal property if, in the case of Sale and Leaseback
Transactions under this clause (d), the fair market value of such real or
personal property does not exceed $250,000,000 in the aggregate after the
Third Amendment Effective Date.



          (rrr) Section 7.13(h) of the Credit Agreement is hereby amended by deleting the word “and”
at the end thereof.




          (sss) Section 7.13(i) of the Credit Agreement is hereby amended by replacing the period
(“.”) at the end thereof with a semi-colon (“;”).




          (ttt) Section 7.13 of the Credit Agreement is hereby amended by inserting new clauses (j),
(k) and (l) at the end thereof to read as follows:





(j) Digital Cinema Equipment Leases with DCIP and related agreements;



24









 






(k) agreements governing Liens, encumbrances and restrictions permitted
under Section 7.3(aa); and




(l) any instruments governing Indebtedness permitted under Section
7.2(g)(ii),(s), (t), (u), (v), (w), (x),(y) and (z).



          (uuu) Section 7.14 of the Credit Agreement is hereby amended by replacing the words
“agreements, instruments and documents of the types described in clauses (b) through (i) of Section
7.13” at the beginning of clause (iii) therein with the words “agreements, instruments and
documents of the types described in clauses (b) through (l) of Section 7.13”.




          (vvv) Section 7.15 of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:





Engage in any business other than Permitted Businesses, except to such
extent as would not be material to the Borrower and its Subsidiaries taken
as a whole.



          (www) Section 7.16(c)(vii) of the Credit Agreement is hereby amended by deleting the word
“and” at the end thereof.




          (xxx) Section 7.16(c)(viii) of the Credit Agreement is hereby amended by replacing the
period (“.”) at the end thereof with the word “, and”.




          (yyy) Section 7.16(c) of the Credit Agreement is hereby amended by inserting a new clause
(ix) to read as follows:





(ix) cash and Cash Equivalents so long as the Parent or the relevant
Intermediate Holdco owning such cash and Cash Equivalents is a Guarantor and
the Administrative Agent has a perfected first-priority security interest in
such cash and Cash Equivalents pursuant to a customary control agreement.



          (zzz) Section 8.1(e)(iii) of the Credit Agreement is hereby amended by inserting the words
“due to any action or omission by the Parent or any of its Subsidiaries” immediately before the
words “any other event shall occur or condition exist” in such sub-clause.




          (aaaa) The chart in Annex A to the Credit Agreement entitled “Pricing Grid for Term Loans”
is hereby amended and restated in its entirety to read as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Applicable Margin for	 	All-In Extended Applicable
	 	 	Term Loans	 	Margin for Term Loans
	 	 	Eurodollar	 	Base Rate	 	Eurodollar	 	Base Rate
	Ratings Category	 	Loans	 	Loans	 	Loans	 	Loans
	Category I

	 	 	1.50	%	 	 	0.50	%	 	 	3.25	%	 	 	2.25	%
	Category II

	 	 	1.75	%	 	 	0.75	%	 	 	3.25	%	 	 	2.25	%







25











 





          (bbbb) Annex A to the Credit Agreement is hereby further amended by inserting the
words “and Extended Applicable Margin” immediately following the words “Applicable Margin” in the
first sentence of the first paragraph thereof and inserting the words “and the Extended Applicable
Margin during such time with respect to the Extended Term Loans shall be (x) 1.50% in the case of
Eurodollar Loans and (y) 1.50% in the case of Base Rate Loans” at the end of the second sentence of
the first paragraph thereof.




          (cccc) The chart in Annex A to the Credit Agreement entitled “Pricing Grid for Revolving
Credit Loans” is hereby amended and restated in its entirety to read as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	All-In Extended Applicable
	 	 	Applicable Margin for	 	Margin for Revolving
	 	 	Revolving Credit Loans	 	Credit Loans
	Consolidated Net Senior Secured	 	Eurodollar	 	Base Rate	 	Eurodollar	 	Base Rate
	Leverage Ratio	 	Loans	 	Loans	 	Loans	 	Loans
	> 2.75 to 1.00
	 	 	2.00	%	 	 	1.00	%	 	 	3.00	%	 	 	2.00	%
	≤ 2.75 to 1.00 and > 2.50 to 1.00
	 	 	1.75	%	 	 	0.75	%	 	 	3.00	%	 	 	2.00	%
	≤ 2.50 to 1.00 and > 2.00 to 1.00
	 	 	1.50	%	 	 	0.50	%	 	 	3.00	%	 	 	2.00	%
	≤ 2.00 to 1.00
	 	 	1.50	%	 	 	0.50	%	 	 	2.75	%	 	 	1.75	%






          (dddd) Annex A to the Credit Agreement is hereby further amended by inserting the words
“and Extended Applicable Margin” immediately following the words “Applicable Margin” in the first
sentence of the second paragraph thereof.




SECTION II. AMENDMENTS TO GUARANTEE AND COLLATERAL AGREEMENT




          (a) The definition of “Excluded Assets” set forth in Section 1.1 of the Guarantee and
Collateral Agreement is hereby amended by replacing clause (i) therein with the following:





(A) Capital Stock of Unrestricted Subsidiaries that are Foreign
Subsidiaries or that are CFC Holdcos (other than CFC Class II Holdcos) and
(B) 35% of the Capital Stock of Class II Restricted Subsidiaries and CFC
Class II Holdcos,



          (b) Section 8.15(b) of the Guarantee and Collateral Agreement is hereby amended by inserting
the words “, or subjected to a Lien permitted by Section 7.3(u) or (bb) of the Credit Agreement,”
in the second line thereof immediately following the words “permitted by the Credit Agreement”.




          (c) Section 8.15(b) of the Guarantee and Collateral Agreement is hereby further amended by
adding the following sentence at the end thereof:





At the request and sole expense of the Borrower, a Guarantor shall be
released from its obligations hereunder in the event that such Guarantor is



26









 







designated as an Unrestricted Subsidiary as permitted by the Credit
Agreement; provided that the Borrower shall have delivered to the
Administrative Agent, at least 10 Business Days prior to the date of the
proposed release, a written request for release identifying the relevant
Guarantor, together with a certification by the Borrower stating that such
designation as an Unrestricted Subsidiary is in compliance with the Credit
Agreement and the other Loan Documents.



SECTION III. EXTENSION OF MATURITY DATE




     Each Extending Term Loan Lender hereby extends the final maturity date applicable to all or
any portion of its Term Loan (as detailed on its signature page hereto) to April 30, 2016 (with
such required quarterly installment payments as detailed in Section 1 clause (r) hereto). The final
maturity date applicable to each other Term Loan Lender (in each case, a “Non-Extending Term Loan
Lender”) shall be October 5, 2013 (or such earlier date under the circumstances detailed in the
Credit Agreement), and the Extending Term Loan Lenders and the Extending Revolving Credit Lenders
(collectively, the “Extending Lenders”) understand and agree that the Term Loans of each
Non-Extending Term Loan Lender shall become due and be payable, together with all interest and fees
related thereto, on October 5, 2013 (or such earlier date under the circumstances detailed in the
Credit Agreement).



     Each Extending Revolving Credit Lender hereby extends the Revolving Credit Termination Date as
applicable to all or any portion of its Revolving Credit Commitment (as detailed on its signature
page hereto) to the date which is the fifth anniversary of the Effective Date (as defined below).
The Revolving Credit Termination Date applicable to each other Revolving Credit Lender (in each
case, a “Non-Extending Revolving Credit Lender”; Non-Extending Revolving Credit Lenders and
Non-Extending Term Loan Lenders, collectively, the “Non-Extending Lenders”) shall be
October 5, 2012 (or such earlier date under the circumstances detailed in the Credit Agreement),
and the Extending Lenders understand and agree that the Revolving Credit Loans of each
Non-Extending Revolving Credit Lender shall become due and payable, together with all interest and
fees related thereto, on October 5, 2012 (or such earlier date under the circumstances detailed in
the Credit Agreement).


SECTION IV. ALLOCATION AND REPAYMENT OF REVOLVING CREDIT LOANS AND
LETTERS OF CREDIT




     Notwithstanding anything in the Credit Agreement to the contrary:



          (a) Revolving Credit Loans. From the date hereof until October 5, 2012, all
Revolving Credit Loans shall be made in accordance with the aggregate Revolving Credit Commitments
(including both the Extended Revolving Credit Commitments and the non-extended Revolving Credit
Commitments thereunder from time to time in effect) (the “Amended Revolving Credit Commitments”).
On October 5, 2012, the Revolving Credit Loans of the Non-Extending Revolving Credit Lenders shall
be due and payable as provided in the Credit Agreement.







27









 








          (b) Letters of Credit. On the date hereof, the participations in any outstanding
Letters of Credit shall be reallocated so that after giving effect thereto the Extending Revolving
Credit Lenders and the Non-Extending Revolving Credit Lenders thereunder shall share ratably in the
Aggregate Exposures thereunder in accordance with the Amended Revolving Credit Commitments.
Thereafter until October 5, 2012, the participations in any new Letters of Credit shall be
allocated in accordance with the Amended Revolving Credit Commitments. On October 5, 2012, subject
to the satisfaction of the conditions precedent in Section 5.2 of the Credit Agreement, the
participations in the outstanding Letters of Credit of the Non-Extending Revolving Credit Lenders
shall be reallocated to the Extending Revolving Credit Lenders ratably in accordance with their
Extended Revolving Credit Commitments. If such conditions precedent are not satisfied on October
5, 2012 or to the extent the participations in the outstanding Letters of Credit of the
Non-Extending Revolving Credit Lenders cannot be fully reallocated to the Extending Revolving
Credit Lenders, the participations of the Non-Extending Revolving Credit Lenders in the outstanding
Letters of Credit shall be cash collateralized by the Borrower.




SECTION V. CONDITIONS PRECEDENT TO EFFECTIVENESS




     This Amendment shall be effective on and as of the date hereof (the “Effective Date”) upon the
satisfaction of the following conditions:




     (a) Agreements. The Borrower, the Required Lenders, the Required Prepayment
Lenders and the Issuing Lender shall have delivered executed counterparts of this Amendment
to the Administrative Agent.




     (b) Guarantor Consent. Each Guarantor has executed and delivered a consent
in the form of Annex A hereto.




     (c) Consent Fee. The Administrative Agent shall have received for the
account of each Extending Lender and Amending Non-Extending Lender that is a party to this
Amendment the consent fee payable on the Effective Date as provided in Section VI(a) of this
Amendment.




     (d) Revolving Credit Lender Amendment and Extension Fee. The Administrative
Agent shall have received for the account of each Extending Revolving Credit Lender that is
a party to this Amendment the amendment and extension fee payable on the Effective Date as
provided in Section VI(b) of this Amendment.




     (e) Fees and Costs. The Administrative Agent and Barclays shall have
received all fees and other amounts due and payable on or prior to the Effective Date,
including, to the extent invoiced, reimbursement or other payment of all out-of-pocket
expenses required to be reimbursed or paid by Borrower hereunder.




     (f) Resolutions. The Administrative Agent shall have received certified
resolutions from the board of directors, members or other similar body of each Loan Party
authorizing the execution, delivery and performance of this Amendment.




     (g) Legal Opinions. The Administrative Agent shall have received the legal
opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., counsel to the Loan Parties and



28









 







each special and local counsel as may be reasonably requested by the Administrative Agent.
Each such legal opinion shall cover such customary matters relating to the Loan Parties,
this Amendment and other matters incidental to this Amendment as the Administrative Agent
may reasonably request and shall be addressed to the Administrative Agent and the Lenders.



SECTION VI. FEES





     (a) Consent Fee. The Borrower agrees to pay to the Administrative Agent for
the account of each Extending Lender and Amending Non-Extending Lender that has executed and
delivered a counterpart of this Amendment by the Effective Date, a consent fee in an amount
equal to 10 bps of such Lender’s Term Loan and/or Revolving Credit Commitment.



          (b) Revolving Credit Lender Amendment and Extension Fee. The Borrower agrees to pay
to the Administrative Agent for the account of each Extending Revolving Credit Lender that has
executed and delivered a counterpart of this Amendment by the Effective Date, an upfront amendment
and extension fee in an amount equal to 100 bps of such Lender’s Extended Revolving Credit
Commitment.




SECTION VII. REPLACEMENT LENDERS




     The Lenders party hereto and the Administrative Agent agree that the Borrower shall have the
right on or before October 5, 2013 (with respect to Term Loans) or October 5, 2012 (with respect to
Revolving Credit Commitments) to replace, in whole or in part (but if in part, in an aggregate
principal amount of not less than $1,000,000 (with respect to Term Loans) and $5,000,000 (with
respect to Revolving Credit Commitments) (other than in the case of the replacement of all of a
Non-Extending Lender’s interest under the Credit Agreement)), the Revolving Credit Commitment of
any Non-Extending Revolving Credit Lender and the Term Loan of any Non-Extending Term Loan Lender,
in each case, subject to the consent of such Non-Extending Lender, with increases in the
outstanding Term Loans or Revolving Credit Commitments of one or more Extending Lenders or with new
Term Loans or Revolving Credit Commitments of one or more other lenders or financial institutions
or other entities that will become “Lenders” (each, a “Replacement Term Loan Lender” or
“Replacement Revolving Credit Lender”, as applicable; the Replacement Term Loan Lenders and
Replacement Revolving Credit Lenders collectively, the “Replacement Lenders”), subject (in the case
of the replacement of the Term Loans or Revolving Credit Commitments of any Non-Extending Lenders)
to the payment at par of all amounts, including principal and accrued interest and fees, owing to
such Non-Extending Lender with respect to the portion of the Term Loans or the Revolving Credit
Commitments, as applicable, being replaced under the Credit Agreement. Each Replacement Lender
shall (i) be subject to the consent of the Borrower (provided that with respect to any
replacement of Term Loans, Borrower consent only needs to be obtained if such Replacement Term Loan
Lender is a Person that is a motion picture exhibitor or an Affiliate or related entity of a motion
picture exhibitor) and the Administrative Agent (such consent, in each case, shall not be
unreasonably withheld or delayed) and (ii) have entered into an Assignment and Acceptance or other
documentation reasonably satisfactory to the Borrower and the Administrative Agent pursuant to
which such Replacement Lender shall assume all or part of the



29









 




outstanding Term Loan or Revolving Credit Commitment of such Non-Extending Lender or shall
agree to have a new or additional Term Loan or Revolving Credit Commitment under which Loans may be
borrowed only from the date of any reduction in or termination of the Term Loan or Revolving Credit
Commitment of such Non-Extending Lender; provided that the aggregate amount that may be
borrowed under such assumed, new or additional Term Loan or Revolving Credit Commitment and the
continuing Term Loans and Revolving Credit Commitments under the Credit Agreement shall not exceed
$1,120,000,000 (with respect to the aggregate amount of Term Loans) and $150,000,000 (with respect
to the aggregate amount of Revolving Credit Commitments) at any time. For the avoidance of doubt,
after the Effective Date and on or before October 5, 2013 (with respect to Term Loans) or October
5, 2012 (with respect to Revolving Credit Commitments), any Non-Extending Lender that has not been
replaced may, with the consent of the Borrower (but without the consent of the Adminstrative Agent
or any other Lender), extend all, or a portion of, its Term Loan or Revolving Credit Commitment
(but if electing to extend only a portion of its Term Loan or Revolving Credit Commitment, in an
aggregate amount not less than $1,000,000 and $5,000,000, respectively), to April 30, 2016 (with
respect to the Term Loans) or the fifth anniversary of the Effective Date (with respect to
Revolving Credit Commitments), converting such Lender (as to the portion so extended) into an
Extending Term Loan Lender or Extending Revolving Credit Lender, as applicable.




SECTION VIII. EXTENSION OF ROLES




     The Administrative Agent hereby agrees to continue serving in such role from the date hereof
until April 30, 2016.



SECTION IX. REPRESENTATIONS AND WARRANTIES




     The Parent and the Borrower hereby jointly and severally represent and warrant that:




     (a) Binding Obligation. This Amendment has been duly executed and delivered by
each Loan Party and constitutes a legal, valid and binding obligation of each such Loan
Party enforceable against each such Loan Party in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting creditors’ rights generally and except as enforceability may be
limited by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).




     (b) Incorporation of Representations and Warranties. The representations and
warranties contained in the Loan Documents are and will be true and correct in all material
respects on and as of the Effective Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true and correct in all material respects on and as of
such earlier date.




     (c) No Default. No event has occurred and is continuing or will result from
the consummation of the transactions contemplated by this Amendment that would constitute a
Default or an Event of Default.



30









 





SECTION X. MISCELLANEOUS





     (a) Binding Effect. This Amendment shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties hereto and
their successors and assigns. No party’s rights or obligations hereunder or any interest
therein may be assigned or delegated by any party without the prior written consent of all
the Lenders.




     (b) References to Credit Agreement. On and after the Effective Date, each reference in
the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Credit Agreement, and each reference in the other Loan Documents to
the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement shall mean and be a reference to the Credit Agreement as modified by this
Amendment.




     (c) Effect on Credit Agreement. Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.




     (d) Limitation of Amendment. The Amendment set forth above shall be limited precisely
as written and relate solely to the modification of the provisions of the Credit Agreement
in the manner and to the extent described above, and nothing in this Amendment shall be
deemed to (a) constitute a waiver of compliance by Borrower with respect to any other term,
provision or condition of the Credit Agreement or any other instrument or agreement referred
to therein; or (b) prejudice any right or remedy that the Administrative Agent or any Lender
may now have (except to the extent such right or remedy was based upon existing defaults
that will not exist after giving effect to this Amendment) or may have in the future under
or in connection with the Credit Agreement or any other instrument or agreement referred to
therein.




     (e) GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.




     (f) Counterparts. This Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.



31









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.



	 	 	 	 	 
	 	CINEMARK HOLDINGS, INC.

 	 
	 	By:  	/s/ Michael D. Cavalier
 	 
	 	 	Name:  	Michael D. Cavalier 	 
	 	 	Title:  	Senior Vice President – General Counsel 	 
	 
	 	CINEMARK USA, INC.

 	 
	 	By:  	/s/ Michael D. Cavalier
 	 
	 	 	Name:  	Michael D. Cavalier 	 
	 	 	Title:  	Senior Vice President – General Counsel 	 
	 




 









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC,

     as Administrative Agent

 	 
	 	By:  	/s/ Craig Malloy
 	 
	 	 	Name:  	Craig Malloy 	 
	 	 	Title:  	Director 	 
	 




2









 











Annex A to

Third Amendment to Credit Agreement




Form of Acknowledgement




GUARANTOR ACKNOWLEDGMENT




          Reference is made to the Credit Agreement, dated as of October 5, 2006 (as amended,
supplemented or otherwise modified, the “Credit Agreement”), among CINEMARK HOLDINGS, INC.,
CINEMARK USA, INC., the several banks and other financial institutions party thereto (the
“Lenders”), BARCLAYS BANK PLC, as administrative agent for the Lenders, and the other
agents party thereto. Unless otherwise specifically defined herein, each term used herein which is
defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.




          Each Guarantor executing a copy of this Consent confirms and agrees that notwithstanding the
effectiveness of the foregoing Third Amendment, each Loan Document to which such Person is a party
is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all
respects, in each case as amended by the Third Amendment.




	 	 	 	 	 
	 	[                    ],

as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: