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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
  For the Fiscal Year Ended December 31,
    2010
  Commission File Number
    001-33401
  CINEMARK HOLDINGS,
    INC.
 (Exact Name of Registrant as
    Specified in its Charter)
  Delaware

20-5490327(State or other jurisdiction of
    
    incorporation or organization)

(I.R.S. Employer
    Identification No.)3900 Dallas Parkway
    Suite 500
    Plano, Texas

75093(Address of principal executive
    offices)

(Zip Code)   Registrants telephone number, including area code:
 (972) 665-1000
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do
    not check if a smaller reporting company)
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Items 10-14, Form 10-K.




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##### 





Table of
    Contents
   
 PageCautionary Statement Regarding Forward-Looking
    Statements


1PART IItem 1.

Business


2Item 1A.

Risk Factors


13Item 1B.

Unresolved Staff Comments


20Item 2.

Properties


20Item 3.

Legal Proceedings


20Item 4.

Reserved


21PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


22Item 6.

Selected Financial Data


24Item 7.

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


26Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


44Item 8.

Financial Statements and Supplementary Data


45Item 9.

Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


45Item 9A.

Controls and Procedures


45PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


48Item 11.

Executive Compensation


48Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


48Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


48Item 14.

Principal Accounting Fees and Services


48PART IVItem 15.

Exhibits, Financial Statement Schedules


48SIGNATURES


49EX-12EX-21EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



Cautionary
    Statement Regarding Forward-Looking Statements  Form 10-K
  
    future revenues, expenses and profitability;
    the future development and expected growth of our business;
    projected capital expenditures;
    attendance at movies generally or in any of the markets in which
    we operate;
    the number or diversity of popular movies released and our
    ability to successfully license and exhibit popular films;
    national and international growth in our industry;
    competition from other exhibitors and alternative forms of
    entertainment; and
    determinations in lawsuits in which we are defendants.  Form 10-K Form 10-K. Form 10-K. Form 10-K Form 10-K.
  Certain
    Definitions
   1




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##### Table of Contents



PART I  Item 1.
    Business  Our
    Company
      (972) 665-1000. www.cinemark.com. Form 10-K, Form 10-Q Form 8-K,
  Description
    of Business
        wall-to-wall ceiling-to-floor 3-D
  wall-to-wall ceiling-to-floor
 2




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##### Table of Contents



Motion
    Picture Exhibition Industry Overview
    3-D 3-D 3-D 3-D
  Domestic
    Markets
      U.S. Box



Average TicketYear

Office Revenues

Attendance

Price($ in billions)

(In billions)2001

$
8.1



1.43


$
5.662002

$
9.1



1.57


$
5.812003

$
9.2



1.52


$
6.032004

$
9.3



1.50


$
6.212005

$
8.8



1.38


$
6.412006

$
9.2



1.40


$
6.552007

$
9.6



1.40


$
6.882008

$
9.6



1.34


$
7.182009

$
10.6



1.42


$
7.502010

$
10.6



1.34


$
7.89   Avatar, Toy Story 3, Alice in Wonderland, Harry Potter and the
    Deathly Hallows: Part 1, Iron Man 2, The Twilight Saga:
    Eclipse, Inception, Despicable Me, How to Train Your Dragon,
    Shrek Forever After, Clash of the Titans, The Karate Kid,
    Tangled, Grown Ups, Megamind, Tron: Legacy, Little Fockers, The
    Fighter True Grit.
  Rango, Fast Five,
    Thor, Pirates of the Caribbean: On Stranger Tides, Kung Fu Panda
    2: The Kaboom of Doom, Cars 2, X Men: First Class, Transformers:
    Dark of the Moon, Harry Potter and the Deathly Hollows:
    Part 2, Twilight: Breaking Dawn, Captain America: The First
    Avenger, Cowboys and Aliens, Puss in Boots, Happy Feet 2,
    Sherlock Holmes 2 Alvin and the Chipmunks:
    Chipwrecked,
 3




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International
    Markets
        Drivers
    of Continued Industry Success
    Importance of Theatrical Success in Establishing Movie Brands
    and Subsequent Markets. pay-per-view
  Increased Importance of International Markets for Box Office
    Success. Avatar Harry Potter and the Deathly
    Hallows: Part 1
  Stable Long-Term Attendance Trends.
  Convenient and Affordable Form of
    Out-Of-Home
    Entertainment. out-of-home out-of-home
  Innovation with Digital Technology. 3-D
 4




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Competitive
    Strengths
    Disciplined Operating Philosophy.
  Leading Position in Our U.S. Markets.
  Strategically Located in Heavily Populated Latin American
    Markets.
  State-of-the-Art
    Theatre Circuit. state-of-the-art 138 state-of-the-art 40-50% state-of-the-art
  Solid Balance Sheet with Significant Cash Flow from Operating
    Activities.
  Experienced Management.
 5




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

TotalState

Theatres

ScreensTexas


79



1,030California


61



740Ohio


19



213Utah


14



177Nevada


10



154Illinois


9



128Colorado


8



127Arizona


7



106Oregon


7



102Kentucky


7



87Pennsylvania


6



89Oklahoma


6



71 6




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##### Table of Contents



Total

TotalState

Theatres

ScreensFlorida


5



98Louisiana


5



74Indiana


5



48New Mexico


4



54Virginia


4



52North Carolina


4



41Mississippi


3



41Iowa


3



37Arkansas


3



36Washington


2



30Georgia


2



27New York


2



27South Dakota


2



26South Carolina


2



22West Virginia


2



22Maryland


1



24Kansas


1



20Alaska


1



16Michigan


1



16New Jersey


1



16Missouri


1



15Tennessee


1



14Wisconsin


1



14Massachusetts


1



12Delaware


1



10Minnesota


1



8Montana


1



8Total


293



3,832   International
    Theatres
  Total

TotalCountry

Theatres

ScreensBrazil


49



409Mexico


31



296Central America(1)


12



83Colombia


12



68Chile


11



87Argentina


10



80Peru


8



64Ecuador


4



26Total


137



1,113     (1)
    
    Includes Honduras, El Salvador, Nicaragua, Costa Rica, Panama
    and Guatemala.   7




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Film
    Licensing
    up-to-date
    The Kids are Alright, Black Swan, The Kings Speech
 8




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Food,
    Beverages and Amusements
    
    Optimization of product mix.  We offer
    concession products that primarily include various sizes and
    types of popcorn, soft drinks, coffees, juices, candy and
    quickly-prepared food, such as hot dogs, nachos and ice cream.
    Different varieties and flavors of candy and drinks are offered
    at theatres based on preferences in that particular market. Our
    point of sale system allows us to monitor product sales and make
    changes to product mix when necessary, which also allows us to
    take advantage of national product launches. Specially priced
    combos and promotions are introduced on a regular basis to
    increase average concession purchases as well as to attract new
    buyers. We periodically offer our loyal patrons opportunities to
    receive a discount on certain products by offering reusable
    popcorn tubs and soft drink cups that can be refilled at a
    discount off the regular price.
    Staff training.  Employees are continually
    trained in suggestive-selling and
    upselling techniques. Consumer promotions conducted
    at the concession stand usually include a motivational element
    that rewards theatre staff for exceptional sales of certain
    promotional items.
    Theatre design.  Our theatres are designed to
    optimize efficiencies at the concession stands, which include
    multiple service stations throughout a theatre to facilitate
    serving more customers more quickly. We strategically place
    large concession stands within theatres to heighten visibility,
    reduce the length of concession lines, and improve traffic flow
    around the concession stands. We have self-service concession
    areas in many of our domestic theatres, which allow customers to
    select their own refreshments and proceed to the cash register
    when they are ready. This design allows for efficient service,
    enhanced choices and superior visibility of concession items.
    Concession designs in many of our new domestic theatres have
    incorporated the self-service model.
    Cost control.  We negotiate prices for
    concession supplies directly with concession vendors and
    manufacturers to obtain volume rates. Concession supplies are
    distributed through a national distribution network. The
    concession distributor supplies and distributes inventory to the
    theatres, who place orders directly with the vendors to
    replenish stock. We conduct a weekly inventory of all concession
    products at each theatre to ensure proper stock levels are
    maintained for business.  Pre-Feature
    Screen Advertising
  First Look
    Conversion
    to Digital Projection Technology
   9




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Participation
    in Digital Cinema Implementation Partners
    40-50%
  International
    Markets
    Marketing
  www.cinemark.com
   10




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www.cinemark.com www.cinemark.com
  Online
    Sales
  www.cinemark.com. www.fandango.com.
  Point of
    Sale Systems
    Competition
       11




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pay-per-view
  Corporate
    Operations
      Employees
    Regulations
  theatre-by-theatre film-by-film theatre-by-theatre film-by-film
      Financial
    Information About Geographic Areas
   12




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##### Table of Contents



Item 1A.
    Risk
    Factors  Our
    business depends on film production and
    performance.
    A
    deterioration in relationships with film distributors could
    adversely affect our ability to obtain commercially successful
    films.
  theatre-by-theatre film-by-film
  Our
    results of operations vary from period to period based upon the
    quantity and quality of the motion pictures that we show in our
    theatres.
    We
    face intense competition for patrons and films which may
    adversely affect our business.
    An
    increase in the use of alternative or downstream
    film distribution channels and other competing forms of
    entertainment may reduce movie theatre attendance and limit
    revenue growth.
  pay-per-view
 13




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Our
    results of operations may be impacted by shrinking video release
    windows.
    We
    have substantial long-term lease and debt obligations, which may
    restrict our ability to fund current and future operations and
    that restrict our ability to enter into certain
    transactions.
    
    making it more difficult for us to satisfy our obligations;
    requiring us to dedicate a substantial portion of our cash flows
    to payments on our lease and debt obligations, thereby reducing
    the availability of our cash flows from operations to fund
    working capital, capital expenditures, acquisitions and other
    corporate requirements and to pay dividends;
    impeding our ability to obtain additional financing in the
    future for working capital, capital expenditures, acquisitions
    and general corporate purposes;
    subjecting us to the risk of increased sensitivity to interest
    rate increases on our variable rate debt, including our
    borrowings under our senior secured credit facility; and
    making us more vulnerable to a downturn in our business and
    competitive pressures and limiting our flexibility to plan for,
    or react to, changes in our industry or the economy.     14




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General
    political, social and economic conditions can adversely affect
    our attendance.
    Our
    foreign operations are subject to adverse regulations, economic
    instability and currency exchange risk.
    We may
    not be able to generate additional revenues or continue to
    realize value from our investment in NCM.
    We are
    subject to uncertainties related to digital cinema, including
    insufficient financing to obtain digital projectors and
    insufficient supply of digital projectors.
   15




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We are
    subject to uncertainties relating to future expansion plans,
    including our ability to identify suitable acquisition
    candidates or site locations, and to obtain financing for such
    activities on favorable terms or at all.
    If we
    do not comply with the Americans with Disabilities Act of 1990
    and the safe harbor framework included in the consent order we
    entered into with the Department of Justice, or the DOJ, we
    could be subject to further litigation.
    We
    depend on key personnel for our current and future
    performance.
   16




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We are
    subject to impairment losses due to potential declines in the
    fair value of our assets.
  820-10-35,
  820-10-35, and/or
  820-10-35,
 17




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The
    impairment or insolvency of other financial institutions could
    adversely affect us.
    A
    credit market crisis may adversely affect our ability to raise
    capital and may materially impact our operations.
    We may
    be subject to liability under environmental laws and
    regulations.
    The
    interests of Madison Dearborn Capital Partners IV, L.P., or
    MDCP, may not be aligned with yours.
    Our
    ability to pay dividends may be limited or otherwise
    restricted.
   18




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Provisions
    in our corporate documents and certain agreements, as well as
    Delaware law, may hinder a change of control.
    
    authorization of our board of directors to issue shares of
    preferred stock without stockholder approval;
    a board of directors classified into three classes of directors
    with the directors of each class, subject to shorter initial
    terms for some directors, having staggered, three-year terms;
    provisions regulating the ability of our stockholders to
    nominate directors for election or to bring matters for action
    at annual meetings of our stockholders; and
    provisions of Delaware law that restrict many business
    combinations and provide that directors serving on classified
    boards of directors, such as ours, may be removed only for cause.    The
    market price of our common stock may be volatile.
    Future
    sales of our common stock may adversely affect the prevailing
    market price.
         19




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Legislative
    or regulatory initiatives related to global warming/climate
    change concerns may negatively impact our
    business.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  United
    States
    International
      Item 3.
    Legal
    Proceedings   20




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Item 4.
    Reserved 21




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information and Holders of Our Common Stock
    Fiscal 2009

Fiscal 2010High

Low

High

LowFirst Quarter (January 1  March 31)

$
10.26


$
6.75


$
18.47


$
14.08Second Quarter (April 1  June 30)

$
11.49


$
8.63


$
19.80


$
13.09Third Quarter (July 1  September 30)

$
11.65


$
9.50


$
16.89


$
12.73Fourth Quarter (October 1  December 31)

$
14.85


$
10.08


$
18.81


$
15.95     Dividend
    Policy
    Amount perDate

Date of

Date

Common

TotalDeclared

Record

Paid

Share(1)

Dividends02/13/09

03/05/09

03/20/09

$0.18

$19.6 million05/13/09

06/02/09

06/18/09

$0.18

$19.7 million07/29/09

08/17/09

09/01/09

$0.18

$19.7 million11/04/09

11/25/09

12/10/09

$0.18

$19.7 million02/25/10

03/05/10

03/19/10

$0.18

$20.1 million05/13/10

06/04/10

06/18/10

$0.18

$20.2 million07/29/10

08/17/10

09/01/10

$0.18

$20.4 million11/02/10

11/22/10

12/07/10

$0.21

$23.8 million     (1)
    
    Beginning with the dividend declared on November 2, 2010,
    our board of directors raised the quarterly dividend to $0.21
    per common share.  .
    Managements Discussion and Analysis of Financial Condition
    and Results of Operation  Liquidity and Capital
    Resources  Financing Activities
  Performance
    Graph
   22




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##### Table of Contents



CUMULATIVE
    TOTAL RETURN
    Based upon initial investment of $100 on December 31, 2007
    with dividends reinvested
  
  Source:
    Yahoo! Finance & Company
  12/31/2007


3/31/2008


6/30/2008


9/30/2008


12/31/2008


3/31/2009


6/30/2009


9/30/2009


12/31/2009


3/31/2010


6/30/2010


9/30/2010


12/31/2010Cinemark Holdings, Inc.


$
100



$
75



$
77



$
81



$
44



$
56



$
68



$
62



$
86



$
110



$
79



$
97



$
104S&P
    ©

    500



100




90




87




79




62




54




63




72




76




80




70




78




86Peer Group (2 Stocks)*



100




105




84




78




56




65




89




92




91




80




79




91




81   *
    
    The 2-Stock Peer Group consists of Regal Entertainment Group and
    Carmike Cinemas Inc.  Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Number of


Weighted Average


Number of SecuritiesSecurities to be


Exercise


Remaining Available forIssued upon


Price of


Future Issuance UnderExercise of


Outstanding


Equity Compensation PlansOutstanding


Options, Warrants


(Excluding SecuritiesOptions, Warrants


and


Reflected in the FirstPlan Category

and Rights


Rights


Column)Equity compensation plans approved by security holders


140,356


$
7.63



9,786,673Equity compensation plans not approved by security holders










Total


140,356


$
7.63



9,786,673  23




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Year Ended December 31,2006


2007


2008


2009


2010(Dollars in thousands, except per share data)Statement of Operations Data:Revenues:Admissions

$
760,275


$
1,087,480


$
1,126,977


$
1,293,378


$
1,405,389Concession


375,798



516,509



534,836



602,880



642,326Other


84,521



78,852



80,474



80,242



93,429Total revenues

$
1,220,594


$
1,682,841


$
1,742,287


$
1,976,500


$
2,141,144Film rental and advertising


405,987



589,717



612,248



708,160



769,698Concession supplies


59,020



81,074



86,618



91,918



97,484Salaries and wages


118,616



173,290



180,950



203,437



221,246Facility lease expense


161,374



212,730



225,595



238,779



255,717Utilities and other


144,808



191,279



205,814



222,660



239,470General and administrative expenses


67,768



79,518



90,788



96,497



109,045Termination of profit participation agreement






6,952











Total depreciation and amortization


99,470



151,716



158,034



149,515



143,508Impairment of long-lived assets


28,537



86,558



113,532



11,858



12,538(Gain) loss on sale of assets and other


7,645



(2,953
)


8,488



3,202



(431
)Total cost of operations


1,093,225



1,569,881



1,682,067



1,726,026



1,848,275Operating income

$
127,369


$
112,960


$
60,220


$
250,474


$
292,869Interest expense

$
109,328


$
145,596


$
116,058


$
102,505


$
112,444Net income (loss)

$
2,310


$
89,712


$
(44,430
)

$
100,756


$
149,663Net income (loss) attributable to Cinemark Holdings, Inc.

$
841


$
88,920


$
(48,325
)

$
97,108


$
146,120Net income (loss) attributable to Cinemark Holdings, Inc. per
    share:Basic

$
0.01


$
0.87


$
(0.45
)

$
0.89


$
1.30Diluted

$
0.01


$
0.85


$
(0.45
)

$
0.87


$
1.29   24




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Year Ended December 31,2006

2007

2008

2009

2010Other Financial Data:Ratio of earnings to fixed charges(1)


1.09
x


1.96
x






1.84
x


2.10
xCash flow provided by (used for):Operating activities

$
155,662


$
276,036


$
257,294


$
176,763


$
264,751Investing activities(2)


(631,747
)


93,178



(94,942
)


(183,130
)


(136,067
)Financing activities


439,977



(183,715
)


(135,091
)


78,299



(106,650
)Capital expenditures


(107,081
)


(146,304
)


(106,109
)


(124,797
)


(156,102
)   As of December 31,2006

2007

2008

2009

2010(Dollars in thousands)Balance Sheet Data:Cash and cash equivalents

$
147,099


$
338,043


$
349,603


$
437,936


$
464,997Theatre properties and equipment, net


1,324,572



1,314,066



1,208,283



1,219,588



1,215,446Total assets


3,171,582



3,296,892



3,065,708



3,276,448



3,421,478Total long-term debt and capital lease obligations, including
    current portion


2,027,480



1,644,915



1,632,174



1,684,073



1,672,601Equity


705,910



1,035,385



824,227



914,628



1,033,152   Year Ended December 31,2006

2007

2008

2009

2010Operating Data:United States(3)Theatres operated (at period end)


281



287



293



294



293Screens operated (at period end)


3,523



3,654



3,742



3,830



3,832Total attendance (in 000s)


118,714



151,712



147,897



165,112



161,174International(4)Theatres operated (at period end)


115



121



127



130



137Screens operated (at period end)


965



1,011



1,041



1,066



1,113Total attendance (in 000s)


59,550



60,958



63,413



71,622



80,026Worldwide(3)(4)Theatres operated (at period end)


396



408



420



424



430Screens operated (at period end)


4,488



4,665



4,783



4,896



4,945Total attendance (in 000s)


178,264



212,670



211,310



236,734



241,200     (1)
    
    For the purposes of calculating the ratio of earnings to fixed
    charges, earnings consist of income (loss) before income taxes
    plus fixed charges excluding capitalized interest. Fixed charges
    consist of interest expense, capitalized interest, amortization
    of debt issue costs and that portion of rental expense which we
    believe to be representative of the interest factor. For the
    year ended December 31, 2008, earnings were insufficient to
    cover fixed charges by $27.1 million.(2)
    
    Includes the cash portion of the Century acquisition purchase
    price of $531.2 million during the year ended
    December 31, 2006.(3)
    
    The data excludes certain theatres operated by us in the U.S.
    pursuant to management agreements that are not part of our
    consolidated operations.(4)
    
    The data excludes certain theatres operated internationally
    through our affiliates that are not part of our consolidated
    operations. 25




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis should be read in
    conjunction with the financial statements and accompanying notes
    included in this report. This discussion contains
    forward-looking statements. See Cautionary Statement
    Regarding Forward-Looking Statements and Risk
    Factors for a discussion of the uncertainties and risk
    associated with these statements.
  Overview
    Revenues
    and Expenses
  Avatar, Toy Story 3, Alice in Wonderland, Harry Potter and the
    Deathly Hallows: Part 1, Iron Man 2, The Twilight Saga:
    Eclipse, Inception, Despicable Me, How to Train Your Dragon,
    Shrek Forever After, Clash of the Titans, The Karate Kid,
    Tangled, Grown Ups, Megamind, Tron: Legacy, Little Fockers, The
    Fighter True Grit. Rango, Fast Five, Thor,
    Pirates of the Caribbean: On Stranger Tides, Kung Fu Panda 2:
    The Kaboom of Doom, Cars 2, X Men: First Class, Transformers:
    Dark of the Moon, Harry Potter and the Deathly Hollows:
    Part 2, Twilight: Breaking Dawn, Captain America: The First
    Avenger, Cowboys and Aliens, Puss in Boots, Happy Feet 2,
    Sherlock Holmes 2 Alvin and the Chipmunks:
    Chipwrecked
  film-by-film theatre-by-theatre
         26




---



##### Table of Contents



Critical
    Accounting Policies
    Revenue
    and Expense Recognition
         27




---



##### Table of Contents



Impairment
    of Long-Lived Assets
    
    actual theatre level cash flows;
    future years budgeted theatre level cash flows;
    theatre property and equipment carrying values;
    amortizing intangible asset carrying values;
    the age of a recently built theatre;
    competitive theatres in the marketplace;
    the impact of recent ticket price changes;
    available lease renewal options; and
    other factors considered relevant in our assessment of
    impairment of individual theatre assets.  820-10-35,
  Impairment
    of Goodwill and Intangible Assets
  820-10-35,
 28




---



##### Table of Contents



and/or
  820-10-35,
  Income
    Taxes
    Recent
    Developments
  Dividend
    Declaration
   29




---



##### Table of Contents



Results
    of Operations
    Year Ended December 31,2008


2009


2010Operating data (in millions):RevenuesAdmissions

$
1,127.0


$
1,293.4


$
1,405.4Concession


534.8



602.9



642.3Other


80.5



80.2



93.4Total revenues


1,742.3



1,976.5



2,141.1Cost of operationsFilm rentals and advertising


612.2



708.2



769.7Concession supplies


86.6



91.9



97.5Salaries and wages


181.0



203.4



221.2Facility lease expense


225.6



238.8



255.7Utilities and other


205.8



222.7



239.5General and administrative expenses


90.8



96.5



109.1Depreciation and amortization


158.1



149.5



143.5Impairment of long-lived assets


113.5



11.8



12.5(Gain) loss on sale of assets and other


8.5



3.2



(0.4
)Total cost of operations


1,682.1



1,726.0



1,848.3Operating income

$
60.2


$
250.5


$
292.8Operating data as a percentage of total revenues:RevenuesAdmissions


64.7
%


65.4
%


65.6
%Concession


30.7
%


30.5
%


30.0
%Other


4.6
%


4.1
%


4.4
%Total revenues


100.0
%


100.0
%


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


54.3
%


54.8
%


54.8
%Concession supplies


16.2
%


15.2
%


15.2
%Salaries and wages


10.4
%


10.3
%


10.3
%Facility lease expense


12.9
%


12.1
%


11.9
%Utilities and other


11.8
%


11.3
%


11.2
%General and administrative expenses


5.2
%


4.9
%


5.1
%Depreciation and amortization


9.1
%


7.6
%


6.7
%Impairment of long-lived assets


6.5
%


0.6
%


0.6
%(Gain) loss on sale of assets and other


0.5
%


0.2
%


(0.0
)%Total cost of operations


96.5
%


87.3
%


86.3
%Operating income


3.5
%


12.7
%


13.7
%Average screen count (month end average)


4,703



4,860



4,909Revenues per average screen (dollars)

$
370,469


$
406,681


$
436,181     (1)
    
    All costs are expressed as a percentage of total revenues,
    except film rentals and advertising, which are expressed as a
    percentage of admissions revenues and concession supplies, which
    are expressed as a percentage of concession revenues. 30




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##### Table of Contents



Comparison
    of Years Ended December 31, 2010 and December 31,
    2009
  Revenues.
  U.S. Operating

International OperatingSegment

Segment

ConsolidatedYear Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,%





%





%2010

2009

Change

2010

2009

Change

2010

2009

ChangeAdmissions revenues(1)

$
1,044.7


$
1,025.9



1.8
%

$
360.7


$
267.5



34.8
%

$
1,405.4


$
1,293.4



8.7
%Concession revenues(1)

$
487.9


$
485.2



0.6
%

$
154.4


$
117.7



31.2
%

$
642.3


$
602.9



6.5
%Other revenues(1)(2)

$
44.3


$
43.6



1.6
%

$
49.1


$
36.6



34.2
%

$
93.4


$
80.2



16.5
%Total revenues(1)(2)

$
1,576.9


$
1,554.7



1.4
%

$
564.2


$
421.8



33.8
%

$
2,141.1


$
1,976.5



8.3
%Attendance(1)


161.2



165.1



(2.4
)%


80.0



71.6



11.7
%


241.2



236.7



1.9
%Revenues per average screen(2)

$
411,708


$
408,017



0.9
%

$
523,078


$
401,828



30.2
%

$
436,181


$
406,681



7.3
%     (1)
    
    Amounts in millions.(2)
    
    U.S. operating segment revenues include eliminations of
    intercompany transactions with the international operating
    segment. See Note 23 of our consolidated financial
    statements.  
    Consolidated.The increase in
    admissions revenues of $112.0 million was primarily
    attributable to a 1.9% increase in attendance and a 6.8%
    increase in average ticket price from $5.46 for 2009 to $5.83
    for 2010. The increase in concession revenues of
    $39.4 million was primarily attributable to the 1.9%
    increase in attendance and a 4.3% increase in concession
    revenues per patron from $2.55 for 2009 to $2.66 for 2010. The
    increase in average ticket price was primarily due to
    incremental
    3-D and
    premium pricing and other price increases and the favorable
    impact of exchange rates in certain countries in which we
    operate. The increase in concession revenues per patron was
    primarily due to price increases and the favorable impact of
    exchange rates in certain countries in which we operate. The
    16.5% increase in other revenues was primarily due to increases
    in ancillary revenue.
    U.S.The increase in admissions
    revenues of $18.8 million was primarily attributable to a
    4.3% increase in average ticket price from $6.21 for 2009 to
    $6.48 for 2010, partially offset by a 2.4% decrease in
    attendance for 2010. The increase in concession revenues of
    $2.7 million was primarily attributable to a 3.1% increase
    in concession revenues per patron from $2.94 for 2009 to $3.03
    for 2010, partially offset by the 2.4% decrease in attendance
    for 2010. The increase in average ticket price was primarily due
    to incremental
    3-D and
    premium pricing and other price increases, and the increase in
    concession revenues per patron was primarily due to price
    increases.
    International.The increase in
    admissions revenues of $93.2 million was primarily
    attributable to an 11.7% increase in attendance and a 20.6%
    increase in average ticket price from $3.74 for 2009 to $4.51
    for 2010. The increase in concession revenues of
    $36.7 million was primarily attributable to the 11.7%
    increase in attendance and a 17.7% increase in concession
    revenues per patron from $1.64 for 2009 to $1.93 for 2010. The
    increase in average ticket price was primarily due to
    incremental
    3-D and
    premium pricing and other price increases and the favorable
    impact of exchange rates in certain countries in which we
    operate. The increase in concession revenues per patron was
    primarily due to price increases and the favorable impact of
    exchange rates in certain countries in which we operate. The
    34.2% increase in other revenues was primarily due to increases
    in ancillary revenue. 31




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##### Table of Contents



Cost of Operations.
  U.S.

International OperatingOperating Segment

Segment

ConsolidatedYear Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2010

2009

2010

2009

2010

2009Film rentals and advertising

$
586.6


$
572.3


$
183.1


$
135.9


$
769.7


$
708.2Concession supplies


59.1



61.9



38.4



30.0



97.5



91.9Salaries and wages


174.1



168.8



47.1



34.6



221.2



203.4Facility lease expense


181.9



178.8



73.8



60.0



255.7



238.8Utilities and other


161.5



163.5



78.0



59.2



239.5



222.7   
    Consolidated.  Film rentals and advertising
    costs were $769.7 million for 2010 compared to
    $708.2 million for 2009, both of which represented 54.8% of
    admissions revenues. The increase in film rentals and
    advertising costs of $61.5 million was primarily due to the
    $112.0 million increase in admissions revenues. Concession
    supplies expense was $97.5 million for 2010 compared to
    $91.9 million for 2009, both of which represent 15.2% of
    concession revenues. The increase in concession supplies expense
    of $5.6 million was primarily due to the $39.4 million
    increase in concession revenues.  3-D
  
    U.S.Film rentals and advertising costs
    were $586.6 million, or 56.2% of admissions revenues, for
    2010 compared to $572.3 million, or 55.8% of admissions
    revenues, for 2009. The increase in film rentals and advertising
    costs of $14.3 million was primarily due to the
    $18.8 million increase in admissions revenues and an
    increase in our film rentals and advertising rate. The increase
    in the film rentals and advertising rate was primarily due to
    higher film rental rates associated with certain blockbuster
    films released in 2010, including the carryover of
    Avatar. Concession supplies expense was
    $59.1 million, or 12.1% of concession revenues, for 2010,
    compared to $61.9 million, or 12.8% of concession revenues,
    for 2009. The decrease in concession supplies expense was
    primarily due to a decrease in the concession supplies rate due
    to favorable inventory procurement costs along with the
    successful implementation of sales price increases.  3-D
  
    International.  Film rentals and advertising
    costs were $183.1 million for 2010 compared to
    $135.9 million for 2009, both of which represented 50.8% of
    admissions revenues. The increase in film rentals and
    advertising costs of $47.2 million was primarily due to the
    $93.2 million increase in admissions revenues. Concession
    supplies expense was $38.4 million, or 24.9% of concession
    revenues, for 2010 compared to $30.0 million, or 25.5% of
    concession revenues, for 2009. The increase in concession
    supplies expense of $8.4 million was primarily due to the
    $36.7 million increase in concession revenues, partially
    offset by a lower concession supplies rate. 32




---



##### Table of Contents



3-D
  General and Administrative Expenses.
  Depreciation and Amortization.
  Impairment of Long-Lived Assets.
  (Gain) Loss on Sale of Assets and Other.
  Interest Expense.
  Interest Income.
  Loss on Early Retirement of Debt.
 33




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##### Table of Contents



3 4
  Distributions from NCM.
  Equity in Loss of Affiliates.
  Income Taxes.
  Comparison
    of Years Ended December 31, 2009 and December 31,
    2008
  Revenues.
  U.S. Operating

International OperatingSegment

Segment

ConsolidatedYear Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,%





%





%2009

2008

Change

2009

2008

Change

2009

2008

ChangeAdmissions revenues(1)

$
1,025.9


$
889.1



15.4
%

$
267.5


$
237.9



12.4
%

$
1,293.4


$
1,127.0



14.8
%Concession revenues(1)

$
485.2


$
426.5



13.8
%

$
117.7


$
108.3



8.7
%

$
602.9


$
534.8



12.7
%Other revenues(1)(2)

$
43.6


$
40.9



6.6
%

$
36.6


$
39.6



(7.6
)%

$
80.2


$
80.5



(0.4
)%Total revenues(1)(2)

$
1,554.7


$
1,356.5



14.6
%

$
421.8


$
385.8



9.3
%

$
1,976.5


$
1,742.3



13.4
%Attendance(1)


165.1



147.9



11.6
%


71.6



63.4



12.9
%


236.7



211.3



12.0
%Revenues per average screen(2)

$
408,017


$
368,313



10.8
%

$
401,828


$
378,252



6.2
%

$
406,681


$
370,469



9.8
%     (1)
    
    Amounts in millions.(2)
    
    U.S. operating segment revenues include eliminations of
    intercompany transactions with the international operating
    segment. See Note 23 of our consolidated financial
    statements.  
    Consolidated.The increase in
    admissions revenues of $166.4 million was primarily
    attributable to a 12.0% increase in attendance and a 2.4%
    increase in average ticket price from $5.33 for 2008 to $5.46
    for 2009. The increase in concession revenues of
    $68.1 million was primarily attributable to the 12.0%
    increase in attendance and a 0.8% increase in concession
    revenues per patron from $2.53 for 2008 to $2.55 for 2009. The
    increase in average ticket price was primarily due to
    incremental
    3-D and
    premium pricing and other price increases, and the increase in
    concession revenues per patron was primarily due to price
    increases.
    U.S.The increase in admissions
    revenues of $136.8 million was primarily attributable to an
    11.6% increase in attendance and a 3.3% increase in average
    ticket price from $6.01 for 2008 to $6.21 for 2009. The increase
    in concession revenues of $58.7 million was primarily
    attributable to the 11.6% increase in attendance and a 2.1%
    increase in concession revenues per patron from $2.88 for 2008
    to $2.94 for 2009. The 34




---



##### Table of Contents



increase in average ticket price was primarily due to
    incremental
    3-D and
    premium pricing and other price increases, and the increase in
    concession revenues per patron was primarily due to price
    increases.  
    International.The increase in
    admissions revenues of $29.6 million was primarily
    attributable to a 12.9% increase in attendance, partially offset
    by a 0.3% decrease in average ticket price from $3.75 for 2008
    to $3.74 for 2009. The increase in concession revenues of
    $9.4 million was primarily attributable to the 12.9%
    increase in attendance, partially offset by a 4.1% decrease in
    concession revenues per patron from $1.71 for 2008 to $1.64 for
    2009. The decreases in average ticket price and concession
    revenues per patron were due to the unfavorable impact of
    exchange rates during most of the year in certain countries in
    which we operate. The 7.6% decrease in other revenues was
    primarily due to the unfavorable impact of exchange rates during
    most of the year in certain countries in which we operate.  Cost of Operations.
  U.S.

International OperatingOperating Segment

Segment

ConsolidatedYear Ended

Year Ended

Year EndedDecember 31,

December 31,

December 31,2009

2008

2009

2008

2009

2008Film rentals and advertising

$
572.3


$
494.6


$
135.9


$
117.6


$
708.2


$
612.2Concession supplies


61.9



58.5



30.0



28.1



91.9



86.6Salaries and wages


168.8



149.5



34.6



31.5



203.4



181.0Facility lease expense


178.8



166.8



60.0



58.8



238.8



225.6Utilities and other


163.5



151.8



59.2



54.0



222.7



205.8   
    Consolidated.  Film rentals and advertising
    costs were $708.2 million, or 54.8% of admissions revenues,
    for 2009 compared to $612.2 million, or 54.3% of admissions
    revenues, for 2008. The increase in film rentals and advertising
    costs of $96.0 million was primarily due to the
    $166.4 million increase in admissions revenues. The
    increase in the film rentals and advertising rate was primarily
    due to higher film rental rates associated with the increased
    number of blockbuster films released in 2009. Concession
    supplies expense was $91.9 million, or 15.2% of concession
    revenues, for 2009, compared to $86.6 million, or 16.2% of
    concession revenues, for 2008. The decrease in the concession
    supplies rate was primarily related to the benefit of our new
    U.S. beverage agreement that was effective at the beginning
    of 2009.  3-D
  
    U.S.Film rentals and advertising costs
    were $572.3 million, or 55.8% of admissions revenues, for
    2009 compared to $494.6 million, or 55.6% of admissions
    revenues, for 2008. The increase in film rentals and advertising
    costs of $77.7 million was primarily due to the
    $136.8 million increase in admissions revenues. The
    increase in the film rentals and advertising rate was primarily
    due to higher film rental rates associated with the increased
    number of blockbuster films released in 2009. Concession
    supplies expense was $61.9 million, or 12.8% of concession
    revenues, for 2009, compared to $58.5 million, or 13.7% of
    concession revenues, for 2008. The decrease in the concession
    supplies rate was primarily related to the benefit of our new
    U.S. beverage agreement that was effective at the beginning
    of 2009.   35




---



##### Table of Contents



3-D
  
    International.  Film rentals and advertising
    costs were $135.9 million, or 50.8% of admissions revenues,
    for 2009 compared to $117.6 million, or 49.4% of admissions
    revenues, for 2008. The increase in the film rentals and
    advertising rate was primarily due to higher film rental rates
    associated with the increased number of blockbuster films
    released in 2009. Concession supplies expense was
    $30.0 million, or 25.5% of concession revenues, for 2009
    compared to $28.1 million, or 25.9% of concession revenues,
    for 2008.  3-D
  General and Administrative Expenses.
  Depreciation and Amortization.
  Impairment of Long-Lived Assets.
  Loss on Sale of Assets and Other.
  Interest Expense.
 36




---



##### Table of Contents



Interest Income.
  (Gain) Loss on Early Retirement of
    Debt. 3 4 3 4
  Distributions from NCM.
  Income Taxes.
  Liquidity
    and Capital Resources
  Operating
    Activities
  3 4
  Investing
    Activities
  and/or
   37




---



##### Table of Contents



New

ExistingPeriod

Theatres

Theatres

TotalYear Ended December 31, 2008

$
69.9


$
36.2


$
106.1Year Ended December 31, 2009

$
36.5


$
88.3


$
124.8Year Ended December 31, 2010

$
54.5


$
101.6


$
156.1       Financing
    Activities
  3 4
    Date of

Date

Amount per

TotalDate Declared

Record

Paid

Common Share(1)

Dividends02/26/08

03/06/08

03/14/08

$0.18

$19.3 million05/09/08

05/30/08

06/12/08

$0.18

$19.3 million08/07/08

08/25/08

09/12/08

$0.18

$19.3 million11/06/08

11/26/08

12/11/08

$0.18

$19.6 million02/13/09

03/05/09

03/20/09

$0.18

$19.6 million05/13/09

06/02/09

06/18/09

$0.18

$19.7 million07/29/09

08/17/09

09/01/09

$0.18

$19.7 million11/04/09

11/25/09

12/10/09

$0.18

$19.7 million02/25/10

03/05/10

03/19/10

$0.18

$20.1 million05/13/10

06/04/10

06/18/10

$0.18

$20.2 million07/29/10

08/17/10

09/01/10

$0.18

$20.4 million11/02/10

11/22/10

12/07/10

$0.21

$23.8 million     (1)
    
    Beginning with the dividend declared on November 2, 2010,
    the Companys board of directors raised the quarterly
    dividend to $0.21 per common share.   38




---



##### Table of Contents



December 31, 2009


December 31, 2010Cinemark USA, Inc. term loan

$
1,083.6


$
1,072.8Cinemark USA, Inc.
    85/8% senior
    notes due 2019(1)


458.9



459.7Cinemark USA, Inc. 9% senior subordinated notes due 2013


0.2



Other long-term debt


1.0



Total long-term debt

$
1,543.7


$
1,532.5Less current portion


12.2



10.8Long-term debt, less current portion

$
1,531.5


$
1,521.7     (1)
    
    Includes the $470.0 million aggregate principal amount of
    the 8.625% senior notes net of the original issue discount,
    which was $11.1 million and $10.3 million as of
    December 31, 2009 and 2010, respectively.      Payments Due by PeriodLess than








AfterContractual Obligations

Total


One Year


1 - 3 Years


4 - 5 Years


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

$
1,542.8


$
10.8


$
174.6


$
18.4


$
1,339.0Scheduled interest payments on long-term debt(2)


580.7



91.4



175.8



164.7



148.8Operating lease obligations


1,795.2



200.1



396.5



370.9



827.7Capital lease obligations


140.2



7.3



17.6



22.5



92.8Scheduled interest payments on capital leases


100.4



13.9



25.3



21.3



39.9Employment agreements


11.4



3.8



7.6







Purchase commitments(3)


121.8



44.8



75.1



0.5



1.4Current liability for uncertain tax positions(4)


1.9



1.9











Total obligations

$
4,294.4


$
374.0


$
872.5


$
598.3


$
2,449.6     (1)
    
    Includes the 8.625% senior notes in the aggregate principal
    amount of $470.0 million excluding the discount of
    $10.3 million.(2)
    
    Amounts include scheduled interest payments on fixed rate and
    variable rate debt agreements. Estimates for the variable rate
    interest payments were based on interest rates in effect on
    December 31, 2010. The average interest rates in effect on
    our fixed rate and variable rate debt are 7.0% and 3.1%,
    respectively, as of December 31, 2010.(3)
    
    Includes estimated capital expenditures associated with the
    construction of new theatres to which we were committed as of
    December 31, 2010.(4)
    
    The contractual obligations table excludes the long-term portion
    of our liability for uncertain tax positions of
    $17.8 million because we cannot make a reliable estimate of
    the timing of the related cash payments. 39




---



##### Table of Contents



Cinemark
    USA, Inc. Senior Secured Credit Facility
             40




---



##### Table of Contents



Cinemark
    USA, Inc.
    85/8% Senior
    Notes
  3 4
       41




---



##### Table of Contents



Cinemark,
    Inc.
    93/4% Senior
    Discount Notes
  3 4
  3 4
  3 4
  3 4 3 4 3 4
  Cinemark
    USA, Inc. 9% Senior Subordinated Notes
     42




---



##### Table of Contents



Covenant
    Compliance
    Ratings
    Category

Moodys

Standard and PoorsCinemark USA, Inc. 8.625% Senior Notes

B3

B-Cinemark USA, Inc. Senior Secured Credit Facility

Ba3

BB-   New
    Accounting Pronouncements
  No. 2009-17, Consolidations (Topic 810)  Improvements to
    Financial Reporting by Enterprises Involved with Variable
    Interest Entities No. 2009-17). No. 2009-17 No. 2009-17 No. 2009-17
  No. 2010-06, Fair Value Measurements and Disclosures: Improving
    Disclosures about Fair Value Measurements No. 2010-06), 820-10, Fair Value Measurements and Disclosures No. 2010-06
  No. 2010-21, Accounting for Technical Amendments to Various SEC
    Rules and Schedules No. 2010-21). No. 2010-21
  No. 2010-22, Accounting for Various Topics No. 2010-22),
 43




---



##### Table of Contents



Business Combinations Consolidation No. 2010-22
  Seasonality
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Risk
        Amount Hedged


Effective Date

Pay Rate


Receive Rate

Expiration Date$
125,000


August 2007


4.9220
%

3-month LIBOR

August 2012$
100,000


November 2008


3.6300
%

1-month LIBOR

November 2011$
75,000


November 2008


3.6300
%

1-month LIBOR

November 2012$
175,000


December 2010


1.3975
%

1-month LIBOR

September 2015$
175,000


December 2010


1.4000
%

1-month LIBOR

September 2015     AverageExpected Maturity for the Twelve-Month Periods Ending
    December 31,


Interest2011


2012


2013


2014


2015


Thereafter


Total


Fair Value


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

$



$



$



$



$



$
1,120.0


$
1,120.0


$
1,159.2



7.0
%Variable rate


10.8



47.9



126.7



9.2



9.2



219.0



422.8



422.8



3.1
%Total debt

$
10.8


$
47.9


$
126.7


$
9.2


$
9.2


$
1,339.0


$
1,542.8


$
1,582.0     (1)
    
    Includes $650.0 million of the Cinemark USA, Inc. term
    loan, which represents the debt currently hedged with the
    Companys interest rate swap agreements.(2)
    
    Includes the 8.625% senior notes in the aggregate principal
    amount of $470.0 million, excluding the discount of
    $10.3 million. 44




---



##### Table of Contents



Foreign
    Currency Exchange Rate Risk
    Item 8.
    Financial
    Statements and Supplementary Data  page F-1 Form 10-K. page F-3.
  Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of the Effectiveness of Disclosure Controls and
    Procedures
  Rule 13a-15(e)
  Managements
    Report on Internal Control over Financial
    Reporting
  Rule 13a-15(f) Internal Control 
    Integrated Framework
  Rule 13a-14
 45




---



##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
  Rules 13a-15
  Limitations
    on Controls
   46




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    
    47




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  (a)
    Documents
    Filed as Part of this Report  page F-1
  page E-1
  (b)
    Exhibits  page E-1.
  (c)
    Financial
    Statement Schedules  page F-46.
   48




---



##### Table of Contents



SIGNATURES        BY:
    /s/  Alan
    W. Stock     BY:
    /s/  Robert
    Copple      POWER OF
    ATTORNEY
  Form 10-K
    Name

Title

Date/s/  Lee
    Roy MitchellLee
    Roy Mitchell

Chairman of the Board of Directors and Director

February 28, 2011/s/  Alan
    W. StockAlan
    W. Stock

Chief Executive Officer 
    (principal executive officer)

February 28, 2011/s/  Robert
    CoppleRobert
    Copple

Executive Vice President; Treasurer and Chief Financial Officer
    (principal financial and accounting officer)

February 28, 2011/s/  Benjamin
    D. ChereskinBenjamin
    D. Chereskin

Director

February 28, 2011/s/  Vahe
    A. DombalagianVahe
    A. Dombalagian

Director

February 28, 2011 49




---



##### Table of Contents



Name

Title

Date/s/  Peter
    R. EzerskyPeter
    R. Ezersky

Director

February 28, 2011/s/  Enrique
    F. SeniorEnrique
    F. Senior

Director

February 28, 2011/s/  Raymond
    W. SyufyRaymond
    W. Syufy

Director

February 28, 2011/s/  Carlos
    M. SepulvedaCarlos
    M. Sepulveda

Director

February 28, 2011/s/  Roger
    T. StaubachRoger
    T. Staubach

Director

February 28, 2011/s/  Donald
    G. SoderquistDonald
    G. Soderquist

Director

February 28, 2011/s/  Steven
    RosenbergSteven
    Rosenberg

Director

February 28, 2011  50




---



##### Table of Contents



SUPPLEMENTAL
    INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
    SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT
    REGISTERED
    SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
  Form 10-K.
 51




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageCINEMARK HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED
    FINANCIAL STATEMENTS:Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets, December 31,
    2009 and 2010


F-3Consolidated Statements of Operations for the
    Years Ended December 31, 2008, 2009 and 2010


F-4Consolidated Statements of Equity and
    Comprehensive Income (Loss) for the Years Ended
    December 31, 2008, 2009 and 2010


F-5Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2008, 2009 and 2010


F-6Notes to Consolidated Financial Statements


F-7Schedule I  Condensed Financial
    Information of Registrant


F-46   F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Internal Control  Integrated Framework
      F-2




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS  December 31,


December 31,2009


2010(In thousands, except share data)ASSETSCurrent assetsCash and cash equivalents

$
437,936


$
464,997Inventories


9,854



11,686Accounts receivable


33,110



50,607Income tax receivable


13,025



30,733Deferred tax asset


3,321



8,099Prepaid expenses and other


10,051



10,931Total current assets


507,297



577,053Theatre properties and equipmentLand


94,879



91,678Buildings


394,654



396,158Property under capital lease


204,881



212,314Theatre furniture and equipment


639,538



677,710Leasehold interests and improvements


602,583



670,344Total


1,936,535



2,048,204Less accumulated depreciation and amortization


716,947



832,758Theatre properties and equipment, net


1,219,588



1,215,446Other assetsGoodwill


1,116,302



1,122,971Intangible assets  net


342,998



329,204Investment in NCM


34,232



64,376Investment in DCIP


640



10,838Investment in Real D






27,993Investments in and advances to affiliates


2,889



2,619Deferred charges and other assets  net


52,502



70,978Total other assets


1,549,563



1,628,979Total assets

$
3,276,448


$
3,421,478LIABILITIES AND EQUITYCurrent liabilitiesCurrent portion of long-term debt

$
12,227


$
10,836Current portion of capital lease obligations


7,340



7,348Current liability for uncertain tax positions


13,229



1,948Accounts payable


53,709



64,132Accrued film rentals


69,216



53,255Accrued interest


6,411



5,138Accrued payroll


29,928



31,191Accrued property taxes


22,913



23,778Accrued other current liabilities


65,859



74,314Total current liabilities


280,832



271,940Long-term liabilitiesLong-term debt, less current portion


1,531,478



1,521,605Capital lease obligations, less current portion


133,028



132,812Deferred tax liability


124,823



129,293Liability for uncertain tax positions


18,432



17,840Deferred lease expenses


27,698



30,454Deferred revenue  NCM


203,006



230,573Other long-term liabilities


42,523



53,809Total long-term liabilities


2,080,988



2,116,386Commitments and contingencies (see Note 22)EquityCinemark Holdings, Inc.s stockholders equityCommon stock, $0.001 par value: 300,000,000 shares
    authorized; 114,222,523 shares issued and
    110,917,105 shares outstanding at December 31, 2009;
    and 117,110,703 shares issued and 113,750,844 shares
    outstanding at December 31, 2010


114



117Additional
    paid-in-capital


1,011,667



1,037,586Treasury stock, 3,305,418 and 3,359,859 common shares at cost at
    December 31, 2009 and 2010, respectively


(43,895
)


(44,725
)Retained earnings (deficit)


(60,595
)


388Accumulated other comprehensive income (loss)


(7,459
)


28,181Total Cinemark Holdings, Inc.s stockholders equity


899,832



1,021,547Noncontrolling interests


14,796



11,605Total equity


914,628



1,033,152Total liabilities and equity

$
3,276,448


$
3,421,478    F-3




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONSYEARS ENDED DECEMBER 31, 2008, 2009 AND
    2010  December 31,


December 31,


December 31,2008


2009


2010(In thousands, except per share data)RevenuesAdmissions

$
1,126,977


$
1,293,378


$
1,405,389Concession


534,836



602,880



642,326Other


80,474



80,242



93,429Total revenues


1,742,287



1,976,500



2,141,144Cost of operationsFilm rentals and advertising


612,248



708,160



769,698Concession supplies


86,618



91,918



97,484Salaries and wages


180,950



203,437



221,246Facility lease expense


225,595



238,779



255,717Utilities and other


205,814



222,660



239,470General and administrative expenses


90,788



96,497



109,045Depreciation and amortization


155,326



148,264



142,731Amortization of favorable/unfavorable leases


2,708



1,251



777Impairment of long-lived assets


113,532



11,858



12,538(Gain) loss on sale of assets and other


8,488



3,202



(431
)Total cost of operations


1,682,067



1,726,026



1,848,275Operating income


60,220



250,474



292,869Other income (expense)Interest expense


(116,058
)


(102,505
)


(112,444
)Interest income


13,265



4,909



6,105Foreign currency exchange gain


986



635



1,054Gain (loss) on early retirement of debt


1,698



(27,878
)


(3
)Distributions from NCM


18,838



20,822



23,358Dividend income


49



51



Equity in loss of affiliates


(2,373
)


(907
)


(3,438
)Total other expense


(83,595
)


(104,873
)


(85,368
)Income (loss) before income taxes


(23,375
)


145,601



207,501Income taxes


21,055



44,845



57,838Net income (loss)


(44,430
)


100,756



149,663Less: Net income attributable to noncontrolling interests


3,895



3,648



3,543Net income (loss) attributable to Cinemark Holdings,
    Inc.

$
(48,325
)

$
97,108


$
146,120Weighted average shares outstandingBasic


107,341



108,563



111,565Diluted


107,341



110,255



112,151Earnings (loss) per share attributable to Cinemark Holdings,
    Inc.s common stockholders:Basic

$
(0.45
)

$
0.89


$
1.30Diluted

$
(0.45
)

$
0.87


$
1.29    F-4




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME
    (LOSS)YEARS ENDED DECEMBER 31, 2008, 2009 AND
    2010  Accumulated


Total Cinemark








Comprehensive Income (Loss)Common Stock


Treasury Stock


Additional


Retained


Other


Holdings, Inc.s











Attributable to:Shares





Shares





Paid-in-


Earnings


Comprehensive


Stockholders


Noncontrolling


Total


Cinemark


NoncontrollingIssued


Amount


Issued


Amount


Capital


(Deficit)


Income (Loss)


Equity


Interests


Equity


Holdings, Inc.


Interests


Total(In thousands)Balance at January 1, 2008


106,984


$
107






$



$
939,327


$
47,074


$
32,695


$
1,019,203


$
16,182


$
1,035,385


$



$



$
Issuance of restricted stock, net of restricted stock forfeitures


385















































Exercise of stock options


169















1,292











1,292







1,292











Share based awards compensation expense


















5,113











5,113







5,113











Tax benefit related to stock option exercises


















474











474







474











Issuance of shares as a result of Central America share exchange


903



1











12,948











12,949



(3,245
)


9,704











Issuance of shares as a result of Ecuador share exchange


394



1











3,199











3,200



(1,574
)


1,626











Dividends paid to stockholders






















(77,534
)






(77,534
)






(77,534
)










Dividends accrued on unvested restricted stock unit awards






















(74
)






(74
)






(74
)










Contribution by noncontrolling interest


































585



585











Dividends paid to noncontrolling interests


































(1,353
)


(1,353
)










Comprehensive income (loss):Net income (loss)






















(48,325
)






(48,325
)


3,895



(44,430
)


(48,325
)


3,895



(44,430
)Fair value adjustments on interest rate swap agreements, net of
    taxes of $2,442


























(22,063
)


(22,063
)






(22,063
)


(22,063
)






(22,063
)Amortization of accumulated other comprehensive loss on
    terminated swap agreement


























1,351



1,351







1,351



1,351







1,351Foreign currency translation adjustment


























(84,330
)


(84,330
)


(1,519
)


(85,849
)


(84,330
)


(1,519
)


(85,849
)Balance at December 31, 2008


108,835


$
109






$



$
962,353


$
(78,859
)

$
(72,347
)

$
811,256


$
12,971


$
824,227


$
(153,367
)

$
2,376


$
(150,991
)Issuance of restricted stock, net of restricted stock forfeitures


479







(30
)






































Exercise of stock options, net of stock withholdings


4,908



5



(3,275
)


(43,895
)


37,442











(6,448
)






(6,448
)










Share based awards compensation expense


















4,304











4,304







4,304











Tax benefit related to stock option exercises


















7,545











7,545







7,545











Dividends paid to stockholders






















(78,643
)






(78,643
)






(78,643
)










Dividends accrued on unvested restricted stock unit awards






















(201
)






(201
)






(201
)










Purchase of noncontrolling interest share of an Argentina
    subsidiary


















23











23



(117
)


(94
)










Dividends paid to noncontrolling interests


































(2,322
)


(2,322
)










Comprehensive income:Net income






















97,108







97,108



3,648



100,756



97,108



3,648



100,756Fair value adjustments on interest rate swap agreements, net of
    taxes of $2,359


























3,898



3,898







3,898



3,898







3,898Amortization of accumulated other comprehensive loss on
    terminated swap agreement


























4,633



4,633







4,633



4,633







4,633Foreign currency translation adjustment


























56,357



56,357



616



56,973



56,357



616



56,973Balance at December 31, 2009


114,222


$
114



(3,305
)

$
(43,895
)

$
1,011,667


$
(60,595
)

$
(7,459
)

$
899,832


$
14,796


$
914,628


$
161,996


$
4,264


$
166,260Colombia share exchange (see Note 9)


1,113



1











6,950







(1,086
)


5,865



(5,865
)














Share based awards compensation expense


















8,352











8,352







8,352











Issuance of restricted stock, net of restricted stock forfeitures


684



1























1







1











Stock repurchases related to restricted stock that vested during
    the year ended December 31, 2010










(20
)


(299
)














(299
)






(299
)










Exercise of stock options, net of stock withholdings


1,092



1



(35
)


(531
)


8,327











7,797







7,797











Tax benefit related to stock option exercises


















2,680











2,680







2,680











Dividends paid to stockholders






















(84,502
)






(84,502
)






(84,502
)










Dividends accrued on unvested restricted stock unit awards






















(635
)






(635
)






(635
)










Purchase of noncontrolling interest share of Panama subsidiary


















(390
)










(390
)


(498
)


(888
)










Dividends paid to noncontrolling interests


































(539
)


(539
)










Comprehensive income:Net income






















146,120







146,120



3,543



149,663



146,120



3,543



149,663Fair value adjustments on interest rate swap agreements, net of
    taxes of $4,339


























7,170



7,170







7,170



7,170







7,170Amortization of accumulated other comprehensive loss on
    terminated swap agreement


























4,633



4,633







4,633



4,633







4,633Fair value adjustments on
    available-for-sale
    securities, net of taxes of $3,424


























5,659



5,659







5,659



5,659







5,659Foreign currency translation adjustment


























19,264



19,264



168



19,432



19,264



168



19,432Balance at December 31, 2010


117,111


$
117



(3,360
)

$
(44,725
)

$
1,037,586


$
388


$
28,181


$
1,021,547


$
11,605


$
1,033,152


$
182,846


$
3,711


$
186,557    F-5




---



##### Table of Contents





CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 YEARS
    ENDED DECEMBER 31, 2008, 2009 AND 2010
  2008


2009


2010(In thousands)Operating activitiesNet income (loss)

$
(44,430
)

$
100,756


$
149,663Adjustments to reconcile net income (loss) to cash provided by
    operating activities:Depreciation


151,425



144,055



138,637Amortization of intangible and other assets and unfavorable
    leases


6,609



5,460



4,871Amortization of long-term prepaid rents


1,717



1,389



1,786Amortization of debt issue costs


4,696



4,775



4,716Amortization of deferred revenues, deferred lease incentives and
    other


(3,735
)


(4,810
)


(6,968
)Amortization of bond discount






365



780Amortization of accumulated other comprehensive loss related to
    interest rate swap agreement


1,351



4,633



4,633Impairment of long-lived assets


113,532



11,858



12,538Share based awards compensation expense


5,113



4,304



8,352(Gain) loss on sale of assets and other


8,488



3,202



(2,464
)Loss on contribution and sale of digital projection systems to
    DCIP










2,033Gain on change in fair value of interest rate swap agreement


(5,422
)






Write-off unamortized debt issue costs related to the early
    retirement of debt


839



6,337



Accretion of interest on senior discount notes


40,294



8,085



Deferred lease expenses


4,350



3,960



3,940Deferred income tax expenses


(25,975
)


(12,614
)


(8,603
)Equity in loss of affiliates


2,373



907



3,438Interest paid on repurchased senior discount notes


(15,186
)


(158,349
)


Tax benefit related to stock option exercises


474



7,545



2,680Increase in deferred revenue related to new U.S. beverage
    agreement






6,550



Distributions from equity investees


644



2,699



5,486Changes in other assets and liabilities


10,137



35,656



(60,767
)Net cash provided by operating activities


257,294



176,763



264,751Investing activitiesAdditions to theatre properties and equipment


(106,109
)


(124,797
)


(156,102
)Proceeds from sale of theatre properties and equipment and other


2,539



2,178



21,791Increase in escrow deposit due to like-kind exchange


(2,089
)






Return of escrow deposits


24,828







Acquisition of theatres in the U.S.


(5,011
)


(48,950
)


Acquisition of theatres in Brazil


(5,100
)


(9,061
)


Investment in joint venture  DCIP, net of cash
    distributions


(4,000
)


(2,500
)


(1,756
)Net cash used for investing activities


(94,942
)


(183,130
)


(136,067
)Financing activitiesProceeds from stock option exercises


1,292



2,524



7,914Payroll taxes paid as a result of noncash stock option exercises
    and restricted stock withholdings






(8,972
)


(416
)Dividends paid to stockholders


(77,534
)


(78,643
)


(84,502
)Retirement of senior discount notes


(29,559
)


(261,054
)


Retirement of senior subordinated notes


(3
)






(181
)Proceeds from issuance of senior notes






458,532



Payment of debt issue costs






(13,003
)


(8,858
)Repayments of other long-term debt


(10,430
)


(12,605
)


(11,853
)Payments on capital leases


(4,901
)


(6,064
)


(7,327
)Termination of interest rate swap agreement


(12,725
)






Purchase of non-controlling interest in Panama










(888
)Other


(1,231
)


(2,416
)


(539
)Net cash provided by (used for) financing activities


(135,091
)


78,299



(106,650
)Effect of exchange rates on cash and cash equivalents


(15,701
)


16,401



5,027Increase in cash and cash equivalents


11,560



88,333



27,061Cash and cash equivalents:Beginning of year


338,043



349,603



437,936End of year

$
349,603


$
437,936


$
464,997      F-6




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 In
    thousands, except share and per share data
  1.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Business
  Basis of Presentation 
  Principles of Consolidation
  Cash and Cash Equivalents
  Inventories (first-in,
  Theatre Properties and Equipment
  Category

Useful LifeBuildings on owned land

40 yearsBuildings on leased land

Lesser of lease term or useful lifeBuildings under capital lease

Lesser of lease term or useful lifeTheatre furniture and equipment

5 to 15 yearsLeasehold improvements

Lesser of lease term or useful life      F-7




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  820-10-35,
  Goodwill and Other Intangible Assets 820-10-35,
  820-10-35,
 F-8




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Intangible Asset

Amortization MethodGoodwill

Indefinite-livedTradename

Indefinite-livedVendor contracts

Straight-line method over the terms of the underlying contracts.
    The remaining terms of the underlying contracts range from 1 to
    12 years.Favorable/unfavorable leases

Based on the pattern in which the economic benefits are realized
    over the terms of the lease agreements. The remaining terms of
    the lease agreements range from 1 to 27 years.Other intangible assets

Straight-line method over the terms of the underlying agreement.
    The remaining term of the underlying agreements range from 4 to
    10 years.   Deferred Charges and Other Assets
  Lease Accounting
  Deferred Revenues
  Casualty Insurance 
  Revenue and Expense Recognition
 F-9




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accounting for Share Based Awards
  Income Taxes 
 F-10




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Segments
  Use of Estimates
  Foreign Currency Translations
  Fair Value Measurements  The
  Acquisitions
  2.
    NEW
    ACCOUNTING PRONOUNCEMENTS  No. 2009-17, Consolidations (Topic 810)  Improvements to
    Financial Reporting by Enterprises Involved with Variable
    Interest Entities No. 2009-17).
 F-11




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 2009-17 No. 2009-17 No. 2009-17
  No. 2010-06, Fair Value Measurements and Disclosures: Improving
    Disclosures about Fair Value Measurements No. 2010-06), 820-10, Fair Value Measurements and Disclosures No. 2010-06
  No. 2010-21, Accounting for Technical Amendments to Various SEC
    Rules and Schedules No. 2010-21). No. 2010-21
  No. 2010-22, Accounting for Various Topics No. 2010-22), Business Combinations Consolidation. No. 2010-22
  3.
    EARNINGS
    PER SHARE      Year Ended December 31,2008


2009


2010Numerator:Net income (loss) attributable to Cinemark Holdings, Inc.

$
(48,325
)

$
97,108


$
146,120(Earnings) loss allocated to participating share-based awards(1)


129



(635
)


(1,399
)Net income (loss) attributable to common stockholders

$
(48,196
)

$
96,473


$
144,721 F-12




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31,2008


2009


2010Denominator(shares in thousands):Basic weighted average common stock outstanding


107,341



108,563



111,565Common equivalent shares for stock options(2)






1,594



213Common equivalent shares for restricted stock units(2)






98



373Diluted


107,341



110,255



112,151Basic earnings (loss) per share attributable to common
    stockholders

$
(0.45
)

$
0.89


$
1.30Diluted earnings (loss) per share attributable to common
    stockholders

$
(0.45
)

$
0.87


$
1.29     (1)
    
    For the years ended December 31, 2008, 2009 and 2010, a
    weighted average of approximately 287 shares,
    714 shares and 1,076 shares of unvested restricted
    stock, respectively, are considered participating securities.(2)
    
    Diluted loss per share calculations for the year ended
    December 31, 2008 exclude common equivalent shares for
    stock options of 1,971 and common equivalent shares for
    restricted stock units of 47 because they were anti-dilutive.  4.
    DIVIDENDS    Amount perDate of


Date


Common


TotalDate Declared

Record


Paid


Share(2)


Dividends(1)02/26/08


03/06/08



03/14/08


$
0.18


$
19,27005/09/08


05/30/08



06/12/08


$
0.18


$
19,35308/07/08


08/25/08



09/12/08


$
0.18


$
19,37011/06/08


11/26/08



12/11/08


$
0.18


$
19,615Total  Year ended December 31, 2008













$
77,60802/13/09


03/05/09



03/20/09


$
0.18


$
19,61905/13/09


06/02/09



06/18/09


$
0.18


$
19,73407/29/09


08/17/09



09/01/09


$
0.18


$
19,73911/04/09


11/25/09



12/10/09


$
0.18


$
19,752Total  Year ended December 31, 2009













$
78,84402/25/10


03/05/10



03/19/10


$
0.18


$
20,10405/13/10


06/04/10



06/18/10


$
0.18


$
20,31307/29/10


08/17/10



09/01/10


$
0.18


$
20,51911/02/10


11/22/10



12/07/10


$
0.21


$
24,201Total  Year ended December 31, 2010













$
85,137     (1)
    
    Of the dividends recorded during 2008, 2009 and 2010, $74, $201
    and $635, respectively, were related to outstanding restricted
    stock units and will not be paid until such units vest. See
    Notes 19 and 20. F-13




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (2)
    
    Beginning with the dividend declared on November 2, 2010,
    the Companys board of directors raised the quarterly
    dividend to $0.21 per common share.  5.
    ACQUISITIONS
    AND DISPOSITIONS    Theatre properties and equipment

$
25,575Brandname


3,500Noncompete agreement


1,630Goodwill


44,565Unfavorable lease


(3,600
)Capital lease liability (for one theatre)


(22,720
)Total

$
48,950         6.
    INVESTMENT
    IN NATIONAL CINEMEDIA LLC AND TRANSACTION RELATED TO ITS INITIAL
    PUBLIC OFFERING   F-14




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           F-15




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Investment


Deferred


Distributions


Equity in


Other


Cashin NCM


Revenue


from NCM


Earnings


Revenue


ReceivedBalance as of January 1, 2008

$



$
(172,696
)Receipt of common units due to 2008 common unit adjustment

$
19,020


$
(19,020
)

$



$



$



$
Change of interest loss due to extraordinary common unit
    adjustment(2)


(75
)


















Revenues earned under ESA(1)


















(1,764
)


1,764Receipt of excess cash distributions


(644
)






(16,005
)










16,649Receipt under tax receivable agreement










(2,833
)










2,833Equity in earnings


840











(840
)






Amortization of deferred revenue






1,869











(1,869
)


Balance as of and for the period ended December 31, 2008

$
19,141


$
(189,847
)

$
(18,838
)

$
(840
)

$
(3,633
)

$
21,246Receipt of common units due to 2009 common unit adjustment

$
15,536


$
(15,536
)

$



$



$



$
Revenues earned under ESA(1)


















(5,711
)


5,711Receipt of excess cash distributions


(2,358
)






(17,738
)










20,096Receipt under tax receivable agreement










(3,084
)










3,084Equity in earnings


1,913











(1,913
)






Amortization of deferred revenue






2,377











(2,377
)


Balance as of and for the period ended December 31, 2009

$
34,232


$
(203,006
)

$
(20,822
)

$
(1,913
)

$
(8,088
)

$
28,891 F-16




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Investment


Deferred


Distributions


Equity in


Other


Cashin NCM


Revenue


from NCM


Earnings


Revenue


ReceivedReceipt of common units due to 2010 common unit adjustment

$
30,683


$
(30,683
)

$



$



$



$
Change of interest gain due to extraordinary common unit
    adjustment(2)


271



















Revenues earned under ESA(1)


















(5,033
)


5,033Receipt of excess cash distributions


(4,753
)






(19,616
)










24,369Receipt under tax receivable agreement


(520
)






(3,742
)










4,262Equity in earnings


4,463











(4,463
)






Amortization of deferred revenue






3,116











(3,116
)


Balance as of and for the period ended December 31, 2010

$
64,376


$
(230,573
)

$
(23,358
)

$
(4,463
)

$
(8,149
)

$
33,664     (1)
    
    Amounts include the per patron and per digital screen theatre
    access fees due to the Company, net of amounts due to NCM for
    on-screen advertising time provided to the Companys
    beverage concessionaire. The amounts due to NCM for on-screen
    advertising time provided to the Companys beverage
    concessionaire were approximately $12,784, $9,719 and $10,156
    for the years ended December 31, 2008, 2009 and 2010,
    respectively.(2)
    
    Change in interest gain or loss is included in (gain) loss on
    sale of assets and other on the consolidated statement of
    operations.    Year EndedJanuary 1,

December 31,

December 31,2009

2009

2010Gross revenues

$
369,524


$
380,667


$
427,475Operating income

$
173,927


$
168,876


$
190,559Net income

$
95,328


$
128,531


$
139,541   As of December 31,2009

2010Total assets

$
304,406


$
425,972Total liabilities

$
944,008


$
932,549   7.
    INVESTMENT
    IN DIGITAL CINEMA IMPLEMENTATION PARTNERS     F-17




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Investment inDCIPBalance as of January 1, 2008

$
260Cash contributions to DCIP


4,000Equity in losses


(3,243
)Balance as of December 31, 2008

$
1,017Cash contributions to DCIP


2,500Equity in losses


(2,877
)Balance as of December 31, 2009

$
640Cash contributions to DCIP


2,813Equipment contributions to DCIP, at fair value


16,380Distributions received from DCIP


(1,068
)Equity in losses


(7,927
)Balance as of December 31, 2010

$
10,838        F-18




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    INVESTMENT
    IN REAL D  3-D 3-D
  lock-up
  lock-up
  820-10-35.
  320-10-35-1,
  lock-up 820-10-35.
  3-D
  9.
    SHARE
    EXCHANGES WITH AND PURCHASES OF NONCONTROLLING
    INTERESTS   F-19




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net unfavorable leases

$
(443
)Vendor contract


1,034Tradename


892Goodwill


8,222Reduction of noncontrolling interest


3,246$
12,951         Net unfavorable leases

$
(161
)Tradename


313Goodwill


1,473Reduction of noncontrolling interest


1,575$
3,200      F-20




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    810-45-23. paid-in-capital
  10.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS  NET    U.S.


InternationalOperating


OperatingSegment


Segment


TotalBalance at January 1, 2009(1)

$
903,461


$
136,357


$
1,039,818Acquisition of four U.S. theatres(2)


44,565







44,565Acquisition of one Brazil theatre(3)






6,270



6,270Foreign currency translation adjustments and other






25,649



25,649Balance at December 31, 2009(1)

$
948,026


$
168,276


$
1,116,302Foreign currency translation adjustments






6,669



6,669Balance at December 31, 2010(1)

$
948,026


$
174,945


$
1,122,971     (1)
    
    Balances are presented net of accumulated impairment losses of
    $214,031 for the U.S. operating segment and $27,622 for the
    international operating segment.(2)
    
    See Note 5.(3)
    
    The Company acquired one theatre in Brazil during 2009 for
    approximately $9,061 which resulted in an allocation of $6,270
    to goodwill, $2,130 to theatre properties and equipment and $661
    to other current assets and liabilities.  assets-net,
  December 31,











December 31,2008


Additions(1)


Amortization


Other(2)


2009Intangible assets with finite lives:Gross carrying amount

$
78,696


$
4,755


$



$
(467
)

$
82,984Accumulated amortization


(46,030
)






(5,640
)


1,204



(50,466
)Total net intangible assets with finite lives


32,666



4,755



(5,640
)


737



32,518Intangible assets with indefinite lives:Tradename


309,102











1,378



310,480Total intangible assets  net

$
341,768


$
4,755


$
(5,640
)

$
2,115


$
342,998   F-21




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,











December 31,2009


Additions


Amortization


Other(2)


2010Intangible assets with finite lives:Gross carrying amount

$
82,984


$



$



$
(18,665
)

$
64,319Accumulated amortization


(50,466
)






(5,126
)


9,407



(46,185
)Total net intangible assets with finite lives


32,518







(5,126
)


(9,258
)


18,134Intangible assets with indefinite lives:Tradename


310,480











590



311,070Total intangible assets  net

$
342,998


$



$
(5,126
)

$
(8,668
)

$
329,204     (1)
    
    The additions to other intangible assets are a result of the
    acquisition of theatres in the U.S. as discussed in Note 5,
    partially offset by a decrease due to the final purchase price
    allocation related to the acquisition of theatres in Brazil
    during 2008.(2)
    
    Activity for 2009 and 2010 includes foreign currency translation
    adjustments and impairments. See Note 11 for summary of
    impairment charges. Activity for 2010 also includes a write-off
    of approximately $5,814 for a vendor contract in Mexico that was
    terminated and approximately $2,294 related to the
    Companys original IMAX license agreement that was
    terminated.    For the year ended December 31, 2011

$
3,981For the year ended December 31, 2012


2,997For the year ended December 31, 2013


2,437For the year ended December 31, 2014


1,902For the year ended December 31, 2015


1,799Thereafter


5,018Total

$
18,134   11.
    IMPAIRMENT
    OF LONG-LIVED ASSETS      Year Ended December 31,2008


2009


2010United States theatre properties

$
27,761


$
10,013


$
5,166International theatre properties


6,869



1,340



5,668Subtotal

$
34,630


$
11,353


$
10,834Intangible assets (see Note 10)


323



358



1,527Goodwill (see Note 10)


78,579







Equity investment






147



177Impairment of long-lived assets

$
113,532


$
11,858


$
12,538  F-22




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    DEFERRED
    CHARGES AND OTHER ASSETS  NET    December 31,2009


2010Debt issue costs

$
37,334


$
45,510Less: Accumulated amortization


(12,210
)


(16,235
)Subtotal


25,124



29,275Long-term prepaid rents


15,426



17,773Interest rate swap assets (see Note 14)






8,955Construction advances and other deposits


3,171



5,426Equipment to be placed in service


6,454



7,753Other


2,327



1,796Total

$
52,502


$
70,978     13.
    LONG-TERM
    DEBT    December 31,2009


2010Cinemark USA, Inc. term loan

$
1,083,600


$
1,072,764Cinemark USA, Inc.
    85/8% senior
    notes due 2019(1)


458,897



459,677Cinemark USA, Inc. 9% senior subordinated notes due 2013


181



Other long-term debt


1,027



Total long-term debt


1,543,705



1,532,441Less current portion


12,227



10,836Long-term debt, less current portion

$
1,531,478


$
1,521,605     (1)
    
    Includes the $470,000 aggregate principal amount of the
    85/8% senior
    notes net of the unamortized discount of $11,103 and $10,323 at
    December 31, 2009 and 2010, respectively.  Senior
    Secured Credit Facility
   F-23




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               F-24




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Senior
    Notes
  3 4
     F-25




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Senior
    Discount Notes
  3 4
  3 4
  3 4
  3 4 3 4
 F-26




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3 4
  Senior
    Subordinated Notes
          Fair
    Value of Long Term Debt
  820-10-35.
  Covenant
    Compliance and Debt Maturity
    2011

$
10,8362012


47,8562013


126,6722014


9,2442015


9,244Thereafter


1,338,912
(1)Total

$
1,542,764     (1)
    
    Reflects the aggregate principal amount at maturity of the
    85/8% senior
    notes before the original issue discount of $10,323. F-27




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    INTEREST
    RATE SWAP AGREEMENTS    820-10-35.
    EstimatedAmount


Effective

Pay


Receive


Expiration

Fair Value atCategory

Hedged


Date

Rate


Rate


Date

December 31, 2010Interest Rate Swap Assets$
175,000


December 2010


1.400
%


1-Month LIBOR


September 2015

$
4,421$
175,000


December 2010


1.398
%


1-Month LIBOR


September 2015


4,534$
8,955Interest Rate Swap Liabilities$
125,000


August 2007


4.922
%


3-Month LIBOR


November 2012

$
(8,801
)$
175,000


November 2008


3.630
%


1-Month LIBOR


(1)


(7,169
)(2)$
(15,970
)Total

$
650,000     (1)
    
    $100,000 of this swap expires November 2011 and $75,000 expires
    November 2012.(2)
    
    Approximately $2,928 is reflected in other current liabilities
    on the consolidated balance sheet as of December 31, 2010.   F-28




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      15.
    FAIR
    VALUE MEASUREMENTS            Carrying

Fair ValueDescription

Value

Level 1

Level 2

Level 3Interest rate swap liabilities  current (see
    Note 14)

$
(2,928
)

$



$



$
(2,928
)Interest rate swap liabilities  long term (see
    Note 14)

$
(13,042
)

$



$



$
(13,042
)Interest rate swap assets  long term (see
    Note 14)

$
8,955


$



$



$
8,955Investment in Real D (see Note 8)

$
27,993


$



$
27,993


$
     Carrying

Fair ValueDescription

Value

Level 1

Level 2

Level 3Interest rate swap liabilities  long term (see
    Note 14)

$
(18,524
)

$



$



$
(18,524
)     Liabilities


Assets2009


2010


2009


2010Beginning balance  January 1

$
(24,781
)

$
(18,524
)

$



$
Total gain included in accumulated other comprehensive income
    (loss)


6,257



2,554







8,955Ending balance  December 31

$
(18,524
)

$
(15,970
)

$



$
8,955    F-29




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    FOREIGN
    CURRENCY TRANSLATION              paid-in-capital.
  17.
    INVESTMENTS
    IN AND ADVANCES TO AFFILIATES    December 31,2009


2010Cinemark  Core Pacific, Ltd. (Taiwan) 
    investment, at cost  14% interest

$
1,383


$
1,383Other


1,506



1,236Total

$
2,889


$
2,619  F-30




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    NONCONTROLLING
    INTERESTS IN SUBSIDIARIES    December 31,2009


2010Cinemark Partners II  49.2% interest

$
7,961


$
8,655Cinemark Colombia, S.A.  49.0% interest until April
    2010


4,465



Greeley Ltd.  49.0% interest


982



857Cinemark Panama S.A.  20% interest until November 2010


369



Others


1,019



2,093Total

$
14,796


$
11,605     810-45-23. paid-in-capital
 F-31




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2008


2009


2010Net income (loss) attributable to Cinemark Holdings, Inc.

$
(48,325
)

$
97,108


$
146,120Transfers from noncontrolling interestsIncrease in Cinemark Holdings, Inc. common stock and additional
    paid-in-capital
    for the Colombia Share Exchange

$



$



$
6,951Decrease in Cinemark Holdings, Inc. additional
    paid-in-capital
    for the buyout of Panama noncontrolling interests










(390
)Increase in Cinemark Holdings, Inc. common stock and additional
    paid-in-capital
    for the Central America Share Exchange


12,949







Increase in Cinemark Holdings, Inc. common stock and additional
    paid-in-capital
    for the Ecuador Share Exchange


3,200







Increase in Cinemark Holdings, Inc. additional
    paid-in-capital
    for the buyout of Argentina noncontrolling interests






23



Net transfers from non-controlling interests


16,149



23



6,561Change from net income (loss) attributable to Cinemark Holdings,
    Inc. and transfers from noncontrolling interests

$
(32,176
)

$
97,131


$
152,681   19.
    CAPITAL
    STOCK  Common Stock 
       F-32




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Treasury Stock 
    Number ofTreasuryShares


CostBalance at January 1, 2009





$
Restricted stock forfeitures(1)


30,475



Noncash stock option exercises(2)


3,274,943



43,895Balance at December 31, 2009


3,305,418


$
43,895Restricted stock forfeitures(1)


2,719



Noncash stock option exercises(3)


35,298



531Restricted stock withholdings(4)


16,424



299Balance at December 31, 2010


3,359,859


$
44,725     (1)
    
    The Company repurchased forfeited restricted shares at a cost of
    $0.001 per share in accordance with the Amended and Restated
    2006 Long Term Incentive Plan.(2)
    
    In a noncash stock option exercise, the exercise price for the
    shares to be held by employees and the related tax withholdings
    are satisfied with stock withholdings. The Company repurchased
    the shares at current market value based on the days on which
    the stock options were exercised, which ranged from $13.40 to
    $13.46.(3)
    
    In a noncash stock option exercise, the exercise price for the
    shares to be held by employees and the related tax withholdings
    are satisfied with stock withholdings. The Company repurchased
    the shares at current market value based on the days on which
    the stock options were exercised, which ranged from $14.85 to
    $15.17.(4)
    
    The Company repurchased restricted shares as a result of the
    election by employees to have the Company withhold shares of
    restricted stock to satisfy their tax liabilities upon vesting
    in restricted stock. The Company repurchased the shares at
    market value on the dates of repurchase.    Share Based Awards
 F-33




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Form S-8
  Stock Options
  Year Ended


Year Ended


Year EndedDecember 31, 2008


December 31, 2009


December 31, 2010Weighted





Weighted





WeightedAverage





Average





Average


AggregateExercise





Exercise





Exercise


IntrinsicShares


Price


Shares


Price


Shares


Price


ValueOutstanding at January 1


6,323,429


$
7.63



6,139,670


$
7.63



1,231,892


$
7.63Granted






















Forfeited


(14,492
)

$
7.63















Exercised


(169,267
)

$
7.63



(4,907,778
)

$
7.63



(1,091,536
)

$
7.63Outstanding at December 31


6,139,670


$
7.63



1,231,892


$
7.63



140,356


$
7.63


$
1,349Vested options at December 31


5,809,343


$
7.63



1,231,892


$
7.63



140,356


$
7.63


$
1,349      F-34




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted Stock
  Year Ended


Year Ended


Year EndedDecember 31, 2008


December 31, 2009


December 31, 2010Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceOutstanding at January 1


21,880


$
18.28



385,666


$
13.32



764,078


$
11.10Granted


392,317


$
13.32



472,881


$
9.69



683,921


$
17.94Vested


(22,032
)

$
18.24



(70,493
)

$
13.77



(190,589
)

$
12.63Forfeited


(6,499
)

$
13.14



(23,976
)

$
11.15



(2,719
)

$
11.03Outstanding at December 31


385,666


$
13.32



764,078


$
11.10



1,254,691


$
14.60       Restricted Stock Units
 F-35




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Granted During the Year Ended December 31,2008

2009

2010Number of



Number of



Number ofShares

Value at

Shares

Value at

Shares

Value atVesting

Grant

Vesting

Grant

Vesting

Grantat IRR of at least 8.5%


68,116


$
885



101,051


$
963



132,144


$
2,423at IRR of at least 10.5%


136,239


$
1,771



202,117


$
1,927



264,288


$
4,847at IRR of at least 12.5%


204,361


$
2,656



303,168


$
2,891



396,429


$
7,271          F-36




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  20.
    SUPPLEMENTAL
    CASH FLOW INFORMATION    Year Ended December 31,2008

2009

2010Cash paid for interest(1)

$
94,533


$
239,376


$
103,047Cash paid for income taxes, net of refunds received

$
36,203


$
46,213


$
93,435Noncash investing and financing activities:Change in accounts payable and accrued expenses for the
    acquisition of theatre properties and equipment(2)

$
3,723


$
(6,166
)

$
3,339Theatre properties and equipment acquired under capital lease(3)

$
7,911


$
20,400


$
6,934Change in fair market values of interest rate swap agreements,
    net of taxes

$
(22,063
)

$
3,898


$
7,170Investment in NCM  receipt of common units (See
    Note 6)

$
19,020


$
15,536


$
30,683Investment in NCM  change of interest gain (loss)
    (See Note 6)

$
(75
)

$



$
271Net book value of equipment contributed to DCIP (See Note 7)

$



$



$
18,090Dividends accrued on unvested restricted stock unit awards

$
(74
)

$
(201
)

$
(635
)Shares issued upon non-cash stock option exercises, at exercise
    price of $7.63 per share

$



$
34,923


$
413Investment in Real D (See Note 8)

$



$



$
18,909Change in fair market value of
    available-for-sale
    securities, net of taxes (See Note 8)

$



$



$
5,659Issuance of common stock as a result of the Central America
    Share Exchange (See Note 9)

$
12,949


$



$
Issuance of common stock as a result of the Ecuador Share
    Exchange (See Note 9)

$
3,200


$



$
Issuance of common stock as a result of the Colombia Share
    Exchange (See Note 9)

$



$



$
6,951     (1)
    
    Includes $158,349 of interest paid as a result of the repurchase
    of approximately $419,403 aggregate principal amount of the
    Companys 9
    3/4% senior
    discount notes in 2009. The interest portion of the repurchase
    had accreted on the senior discount notes since issuance during
    2004.(2)
    
    Additions to theatre properties and equipment included in
    accounts payable as of December 31, 2009 and 2010 were
    $7,823 and $11,162, respectively.(3)
    
    Amount recorded during the twelve months ended December 31,
    2009 was a result of the acquisition of theatres in the U.S. as
    discussed in Note 5.   F-37




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  21.
    INCOME
    TAXES    Year Ended December 31,2008


2009


2010Income (loss) before income taxes:U.S.

$
(53,452
)

$
98,908


$
124,335Foreign


30,077



46,693



83,166Total

$
(23,375
)

$
145,601


$
207,501Current:Federal

$
37,681


$
35,303


$
35,172Foreign


4,620



13,706



21,933State


4,729



8,450



9,336Total current expense


47,030



57,459



66,441Deferred:Federal


(28,138
)


(9,527
)


(143
)Foreign


7,330



(2,405
)


(7,188
)State


(5,167
)


(682
)


(1,272
)Total deferred taxes


(25,975
)


(12,614
)


(8,603
)Income taxes

$
21,055


$
44,845


$
57,838     Year Ended December 31,2008


2009


2010Computed normal tax expense (benefit)

$
(9,544
)

$
50,960


$
72,625Goodwill


27,503







Foreign inflation adjustments


464



1,614



47State and local income taxes, net of federal income tax impact


(2,506
)


5,215



5,195Foreign losses not benefited and other changes in valuation
    allowance


1,459



(552
)


(5,685
)Foreign tax rate differential


1,537



(1,464
)


(4,798
)Foreign dividends


2,084



2,141



3,952Capital loss benefit






(12,913
)


Changes in uncertain tax positions






6,957



(8,080
)True up to deferred tax items






(6,453
)


Other  net


58



(660
)


(5,418
)Income taxes

$
21,055


$
44,845


$
57,838    F-38




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Deferred
    Income Taxes
    December 31,2009


2010Deferred liabilities:Theatre properties and equipment

$
102,464


$
101,162Deferred intercompany sales


8,650



12,905Intangible asset  other


7,277



23,872Intangible asset  tradenames


116,054



112,720Investment in partnerships


38,405



56,732Total deferred liabilities


272,850



307,391Deferred assets:Deferred lease expenses


13,493



21,333Theatre properties and equipment


11,672



14,152Deferred revenue  NCM and Fandango


64,313



84,206Capital lease obligations


52,645



51,294Interest rate swaps agreements


7,157



(606
)Tax loss carryforwards


12,747



8,847Alternative minimum tax and other credit carryforwards


5,634



9,076Other expenses, not currently deductible for tax purposes


1,915



13,320Total deferred assets


169,576



201,622Net deferred income tax liability before valuation allowance


103,274



105,769Valuation allowance against deferred assets


18,228



15,425Net deferred income tax liability

$
121,502


$
121,194Net deferred tax liability  Foreign

$
13,381


$
6,807Net deferred tax liability  U.S.


108,121



114,387Total

$
121,502


$
121,194      F-39




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Uncertain
    Tax Positions
    Year Ended December 31,2008


2009


2010Balance at January 1,

$
12,493


$
13,976


$
23,857Gross increases-tax positions in prior periods


37



2,274



Gross decreases-tax positions in prior periods


(199
)






(1,392
)Gross increases  current period tax positions


2,397



7,845



3,551Gross decreases  current period tax positions


(752
)


(622
)


(613
)Settlements










(10,383
)Foreign currency translation adjustments






384



177Balance at December 31,

$
13,976


$
23,857


$
15,197     non-U.S. income non-U.S. tax
    22.
    COMMITMENTS
    AND CONTINGENCIES  Leases
 F-40




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2008


2009


2010Fixed rent expense

$
175,368


$
181,075


$
186,893Contingent rent expense


50,227



57,704



68,824Total facility lease expense

$
225,595


$
238,779


$
255,717     Operating


CapitalLeases


Leases2011

$
200,144


$
21,2372012


200,444



21,3762013


196,047



21,5142014


188,802



21,7902015


182,114



22,007Thereafter


827,684



132,675Total

$
1,795,235


$
240,599Amounts representing interest payments






100,439Present value of future minimum payments





$
140,160Current portion of capital lease obligations






7,348Capital lease obligations, less current portion





$
132,812   Employment Agreements
  Retirement Savings Plan
 F-41




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Litigation and Litigation Settlements
    23.
    SEGMENTS      Year Ended December 31,2008


2009


2010Revenues:U.S.

$
1,360,176


$
1,558,736


$
1,584,281International


385,817



421,765



564,240Eliminations


(3,706
)


(4,001
)


(7,377
)Total revenues

$
1,742,287


$
1,976,500


$
2,141,144   Year Ended December 31,Adjusted EBITDA:

2008


2009


2010U.S.

$
291,487


$
361,685


$
363,345International


78,805



83,839



122,575Total Adjusted EBITDA

$
370,292


$
445,524


$
485,920   Year Ended December 31,Capital Expenditures:

2009


2010U.S.

$
81,695


$
70,474International


43,102



85,628Total capital expenditures

$
124,797


$
156,102  F-42




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2008


2009


2010Net income (loss)

$
(44,430
)

$
100,756


$
149,663Add (deduct):Income taxes


21,055



44,845



57,838Interest expense(1)


116,058



102,505



112,444(Gain) loss on early retirement of debt


(1,698
)


27,878



3Other income(2)


(11,927
)


(4,688
)


(3,721
)Depreciation and amortization


155,326



148,264



142,731Amortization of favorable/unfavorable leases


2,708



1,251



777Impairment of long-lived assets


113,532



11,858



12,538(Gain) loss on sale of assets and other


8,488



3,202



(431
)Deferred lease expenses


4,350



3,960



3,940Amortization of long-term prepaid rents


1,717



1,389



1,786Share based awards compensation expense


5,113



4,304



8,352Adjusted EBITDA

$
370,292


$
445,524


$
485,920     (1)
    
    Includes amortization of debt issue costs.(2)
    
    Includes interest income, foreign currency exchange gain, and
    equity in loss of affiliates and excludes distributions from
    NCM. Distributions from NCM are reported entirely within the
    U.S. operating segment.  Financial
    Information About Geographic Areas
    Year Ended December 31,2008


2009


2010RevenuesU.S.

$
1,360,176


$
1,558,736


$
1,584,281Brazil


186,159



218,236



315,884Mexico


78,292



65,206



70,859Other foreign countries


121,366



138,323



177,497Eliminations


(3,706
)


(4,001
)


(7,377
)Total

$
1,742,287


$
1,976,500


$
2,141,144   December 31,2009


2010Theatres properties and equipment, netU.S.

$
1,040,395


$
972,358Brazil


91,996



129,361Mexico


39,371



43,127Other foreign countries


47,826



70,600Total

$
1,219,588


$
1,215,446  F-43




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  24.
    RELATED
    PARTY TRANSACTIONS  month-to-month
  son-in-law.
      25.
    VALUATION
    AND QUALIFYING ACCOUNTS    Valuation Allowance forDeferred Tax AssetsBalance at January 1, 2008

$
9,872Additions


4,200Deductions


(609
)Balance at December 31, 2008

$
13,463Additions


5,163Deductions


(398
)Balance at December 31, 2009

$
18,228Additions


3,398Deductions


(6,201
)Balance at December 31, 2010

$
15,425  F-44




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  26.
    QUARTERLY
    FINANCIAL INFORMATION (UNAUDITED)  2009First

Second

Third

FourthQuarter

Quarter

Quarter

Quarter

Full YearRevenues

$
425,800


$
517,508


$
496,825


$
536,367


$
1,976,500Operating income

$
50,586


$
70,550


$
55,671


$
73,667


$
250,474Net income attributable to Cinemark Holdings, Inc.

$
17,565


$
18,670


$
21,011


$
39,862


$
97,108Net income per share attributable to Cinemark Holdings,
    Inc.s common stockholders:Basic

$
0.16


$
0.17


$
0.19


$
0.36


$
0.89Diluted

$
0.16


$
0.17


$
0.19


$
0.36


$
0.87   2010First

Second

Third

FourthQuarter

Quarter

Quarter

Quarter

Full YearRevenues

$
516,631


$
539,369


$
560,235


$
524,909


$
2,141,144Operating income

$
71,793


$
79,697


$
73,788


$
67,591


$
292,869Net income attributable to Cinemark Holdings, Inc.

$
35,093


$
39,682


$
33,332


$
38,013


$
146,120Net income per share attributable to Cinemark Holdings,
    Inc.s common stockholders:Basic

$
0.32


$
0.35


$
0.29


$
0.33


$
1.30Diluted

$
0.31


$
0.35


$
0.29


$
0.33


$
1.29   27.
    SUBSEQUENT
    EVENT  DIVIDEND DECLARATION   F-45




---



##### Table of Contents



SCHEDULE 1 
    CONDENSED FINANCIAL INFORMATION OF REGISTRANT



CINEMARK
    HOLDINGS, INC.



PARENT
    COMPANY BALANCE SHEETS  December 31,


December 31,2009


2010(In thousands, except share data)ASSETSCash and cash equivalents

$
199


$
232Accounts receivable


317



Investment in subsidiaries


907,344



1,029,101Total assets

$
907,860


$
1,029,333LIABILITIES AND EQUITYLiabilitiesAccounts payable to subsidiaries

$
7,656


$
6,728Accrued other current liabilities


98



149Other long-term liabilities


274



909Total liabilities


8,028



7,786EquityCommon stock, $0.001 par value: 300,000,000 shares
    authorized, 114,222,523 shares issued and
    110,917,105 shares outstanding at December 31, 2009;
    and 117,110,703 shares issued and 113,750,844 shares
    outstanding at December 31, 2010


114



117Additional
    paid-in-capital


1,011,667



1,037,586Treasury stock, 3,305,418 and 3,359,859 common shares at cost at
    December 31, 2009 and 2010, respecitvely


(43,895
)


(44,725
)Retained earnings (deficit)


(60,595
)


388Accumulated other comprehensive income (loss)


(7,459
)


28,181Total equity


899,832



1,021,547Total liabilities and equity

$
907,860


$
1,029,333    F-46




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC.
  PARENT
    COMPANY STATEMENTS OF OPERATIONS
  YEARS
    ENDED DECEMBER 31, 2008, 2009 AND 2010
  Year Ended December 31,2008


2009


2010(In thousands)Revenues

$



$



$
Cost of operations


988



1,536



2,030Operating loss


(988
)


(1,536
)


(2,030
)Other income


1,940



94



1Income (loss) before income taxes and equity in income (loss) of
    subsidiaries


952



(1,442
)


(2,029
)Income taxes


(365
)


519



762Equity in income (loss) of subsidiaries, net of taxes


(48,912
)


98,031



147,387Net income (loss)

$
(48,325
)

$
97,108


$
146,120    F-47




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC.
  PARENT
    COMPANY STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME (LOSS)
 YEARS
    ENDED DECEMBER 31, 2008, 2009 AND 2010
  Accumulated


TotalOther


CinemarkCommon Stock


Treasury Stock


Additional


Retained


Comprehensive


Holdings, Inc.


ComprehensiveShares





Shares





Paid-in-


Earnings


Income


Stockholders


IncomeIssued


Amount


Issued


Amount


Capital


(Deficit)


(Loss)


Equity


(Loss)(In thousands)Balance at January 1, 2008


106,984


$
107






$



$
939,327


$
47,074


$
32,695


$
1,019,203Issuance of restricted stock, net of restricted stock forfeitures


385



























Exercise of stock options


169















1,292











1,292Share based awards compensation expense


















474











474Subsidiaries share based awards activity


















5,113











5,113Issuance of shares as a result of Central America share exchange


903



1











12,948











12,949Issuance of shares as a result of Ecuador share exchange


394



1











3,199











3,200Dividends paid to stockholders






















(77,534
)






(77,534
)Dividends accrued on unvested restricted stock awards






















(74
)






(74
)Contribution by noncontrolling interest






























Dividends paid to noncontrolling interests






























Comprehensive income (loss):Net loss






















(48,325
)






(48,325
)


(48,325
)Fair value adjustments on interest rate swap agreements, net of
    taxes of $2,442


























(22,063
)


(22,063
)


(22,063
)Amortization of accumulated other comprehensive loss on
    terminated swap agreement


























1,351



1,351



1,351Foreign currency translation adjustment


























(84,330
)


(84,330
)


(84,330
)Balance at December 31, 2008


108,835


$
109






$



$
962,353


$
(78,859
)

$
(72,347
)

$
811,256


$
(153,367
)Issuance of restricted stock, net of restricted stock forfeitures


479







(30
)


















Exercise of stock options, net of stock withholdings


4,908



5



(3,275
)


(43,895
)


37,442











(6,448
)Share based awards compensation expense


















500











500Subsidiaries share based awards activity


















11,349











11,349Dividends paid to stockholders






















(78,643
)






(78,643
)Dividends accrued on unvested restricted stock awards






















(201
)






(201
)Purchase of noncontrolling interest share of an Argentina
    subsidiary


















23











23Dividends paid to noncontrolling interests






























Comprehensive income:






























Net income






















97,108







97,108



97,108Fair value adjustments on interest rate swap agreements, net of
    taxes of $2,359


























3,898



3,898



3,898Amortization of accumulated other comprehensive loss on
    terminated swap agreement


























4,633



4,633



4,633Foreign currency translation adjustment


























56,357



56,357



56,357Balance at December 31, 2009


114,222


$
114



(3,305
)

$
(43,895
)

$
1,011,667


$
(60,595
)

$
(7,459
)

$
899,832


$
161,996Colombia share exchange


1,113



1











6,950







(1,086
)


5,865Share based awards compensation expense


















765











765Subsidiaries share based awards activity


















7,587











7,587Issuance of restricted stock, net of restricted stock forfeitures


684



1























1Stock repurchases related to restricted stock that vested during
    the year ended December 31, 2010










(20
)


(299
)














(299
)Exercise of stock options, net of stock withholdings


1,092



1



(35
)


(531
)


8,327











7,797Tax benefit related to stock option exercises


















2,680











2,680Dividends paid to stockholders






















(84,502
)






(84,502
)Dividends accrued on unvested restricted stock unit awards






















(635
)






(635
)Purchase of noncontrolling interest share of Panama subsidiary


















(390
)










(390
)Dividends paid to noncontrolling interests






























Comprehensive income:Net income






















146,120







146,120



146,120Fair value adjustments on interest rate swap agreements, net of
    taxes of $4,339


























7,170



7,170



7,170Amortization of accumulated other comprehensive loss on
    terminated swap agreement


























4,633



4,633



4,633Fair value adjustments on available-for-sale securities, net of
    taxes of $3,424


























5,659



5,659



5,659Foreign currency translation adjustment


























19,264



19,264



19,264Balance at December 31, 2010


117,111


$
117



(3,360
)

$
(44,725
)

$
1,037,586


$
388


$
28,181


$
1,021,547


$
182,846    F-48




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC.
  PARENT
    COMPANY STATEMENTS OF CASH FLOWS
 YEARS
    ENDED DECEMBER 31, 2008, 2009 AND 2010
  Year Ended December 31,2008


2009


2010(In thousands)Operating ActivitiesNet income (loss)

$
(48,325
)

$
97,108


$
146,120Adjustments to reconcile net income (loss) to cash provided by
    (used for) operating activities:Share based awards compensation expense


474



500



765Equity in (income) loss of subsidiaries


48,912



(98,031
)


(147,387
)Changes in other assets and liabilities


(2,837
)


9,171



(561
)Net cash provided by (used for) operating activities


(1,776
)


8,748



(1,063
)Investing ActivitiesInvestments in subsidiaries; Cinemark, Inc. and Cinemark USA,
    Inc.


(42,207
)


(18,000
)


Dividends received from subsidiaries; Cinemark, Inc. and
    Cinemark USA, Inc.


51,500



58,625



78,100Net cash provided by investing activities


9,293



40,625



78,100Financing ActivitiesProceeds from stock option exercises


1,292



2,524



7,914Payroll taxes paid as a result of immaculate option exercises






(8,972
)


(416
)Dividends paid to stockholders


(77,534
)


(78,643
)


(84,502
)Net cash used for financing activities


(76,242
)


(85,091
)


(77,004
)Increase (decrease) in cash and cash equivalents


(68,725
)


(35,718
)


33Cash and cash equivalents:Beginning of period


104,642



35,917



199End of period

$
35,917


$
199


$
232    F-49




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##### Table of Contents



CINEMARK
    HOLDINGS, INC.
  NOTES TO
    PARENT COMPANY FINANCIAL STATEMENTS
 In
    thousands, except share and per share data
  1.
    BASIS OF
    PRESENTATION      2.
    DIVIDEND
    PAYMENTS    Amount perDate of


Date


Common


TotalDate Declared

Record


Paid


Share


Dividends(1)02/26/08


03/06/08



03/14/08


$
0.18


$
19,27005/09/08


05/30/08



06/12/08


$
0.18



19,35308/07/08


08/25/08



09/12/08


$
0.18



19,37011/06/08


11/26/08



12/11/08


$
0.18



19,615Total  Year ended December 31, 2008













$
77,60802/13/09


03/05/09



03/20/09


$
0.18


$
19,61905/13/09


06/02/09



06/18/09


$
0.18



19,73407/29/09


08/17/09



09/01/09


$
0.18



19,73911/04/09


11/25/09



12/10/09


$
0.18



19,752Total  Year ended December 31, 2009













$
78,84402/25/10


03/05/10



03/19/10


$
0.18


$
20,10405/13/10


06/04/10



06/18/10


$
0.18



20,31307/29/10


08/17/10



09/01/10


$
0.18



20,51911/02/10


11/22/10



12/07/10


$
0.21



24,201Total  Year ended December 31, 2010













$
85,137     (1)
    
    Of the dividends recorded during 2008, 2009 and 2010, $74, $201
    and $635, respectively, were related to outstanding restricted
    stock units and will not be paid until such units vest. See
    Note 19 to the Companys consolidated financial
    statements included elsewhere in this annual report on
    Form 10-K.(2)
    
    Beginning with the dividend declared on November 2, 2010,
    the Companys board of directors raised the quarterly
    dividend to $0.21 per common share.  3.
    DIVIDENDS
    RECEIVED FROM SUBSIDIARIES   F-50




---



##### Table of Contents



CINEMARK
    HOLDINGS, INC.
  NOTES TO
    PARENT COMPANY FINANCIAL
    STATEMENTS  (Continued)
   4.
    LONG-TERM
    DEBT  Form 10-K.
  5.
    CAPITAL
    STOCK  Form 10-K.
  6.
    COMMITMENTS
    AND CONTINGENCIES  Form 10-K.
 F-51




---



##### Table of Contents



EXHIBITS
  TO
  FORM 10-K
  ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
    FOR
    CINEMARK HOLDINGS, INC.
    FOR FISCAL YEAR ENDED
    DECEMBER 31, 2010
 E-1




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##### Table of Contents



EXHIBIT INDEX
  Number

Exhibit Title2
.1(a)

Stock Contribution and Exchange Agreement, dated as of August 7,
    2006, by and between Cinemark Holdings, Inc., Cinemark, Inc.,
    Syufy Enterprises, LP and Century Theatres Holdings, LLC
    (incorporated by reference to Exhibit 10.2 to Current Report on
    Form 8-K, File No. 000-47040, filed by Cinemark USA, Inc. on
    August 11, 2006).2
.1(b)

Stock Purchase Agreement, dated as of August 7, 2006, by and
    among Cinemark USA, Inc., Cinemark Holdings, Inc., Syufy
    Enterprises LP, Century Theatres, Inc. and Century Theatres
    Holdings, LLC (incorporated by reference to Exhibit 10.1 to
    current Report on Form 8-K, File No, 000-47040, filed by
    Cinemark USA, Inc. on August 11, 2006).2
.2

Contribution and Exchange Agreement, dated as of August 7, 2006,
    by and among Cinemark Holdings, Inc. and Lee Roy Mitchell, The
    Mitchell Special Trust, Alan W. Stock, Timothy Warner, Robert
    Copple, Michael Cavalier, Northwestern University, John Madigan,
    Quadrangle Select Partners LP, Quadrangle Capital Partners A LP,
    Madison Dearborn Capital Partners IV, L.P., K&E Investment
    Partners, LLC  2004-B-DIF, Piola Investments Ltd.,
    Quadrangle (Cinemark) Capital Partners LP and Quadrangle Capital
    Partners LP (incorporated by reference to Exhibit 10.3 to
    Current Report on Form 8-K, File No. 000-47040, filed by
    Cinemark USA, Inc. on August 11, 2006).3
.1

Second Amended and Restated Certificate of Incorporation of
    Cinemark Holdings, Inc. filed with the Delaware Secretary of
    State on April 9, 2007 (incorporated by reference to Exhibit 3.1
    to Amendment No. 2 to our Registration Statement on Form S-1,
    File No. 333-140390, filed April 9, 2007).3
.2(a)

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

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

Specimen stock certificate of Cinemark Holdings, Inc.
    (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to
    our Registration Statement on Form S-1, File No. 333-140390,
    filed April 9, 2007).4
.2(a)

Indenture, dated as of March 31, 2004, between Cinemark, Inc.
    and The Bank of New York Trust Company, N.A. governing the 9
    3/4% senior
    discount notes issued thereunder (incorporated by reference to
    Exhibit 4.2(a) to Cinemark, Inc.s Registration Statement
    on Form S-4, File No. 333-116292, filed June 8, 2004).4
.2(b)

Form of 9
    3/4% senior
    discount notes (contained in the indenture listed as Exhibit
    4.2(a) above) (incorporated by reference to Exhibit 4.2(b) to
    Cinemark, Inc.s Registration Statement on Form S-4,
    File No. 333-116292, filed June 8, 2004).4
.3(a)

Indenture, dated as of February 11, 2003, between Cinemark USA,
    Inc. and The Bank of New York Trust Company of Florida, N.A.
    governing the 9% senior subordinated notes issued
    thereunder (incorporated by reference to Exhibit 10.2(b) to
    Cinemark USA, Inc.s Annual Report on Form 10-K, File
    033-47040, filed March 19, 2003).4
.3(b)

First Supplemental Indenture, dated as of May 7, 2003, between
    Cinemark USA, Inc., the subsidiary guarantors party thereto and
    The Bank of New York Trust Company of Florida, N.A.
    (incorporated by reference from Exhibit 4.2(i) to Cinemark USA,
    Inc.s Registration Statement on Form S-4/A, File No.
    333-104940, filed May 28, 2003).4
.3(c)

Second Supplemental Indenture dated as of November 11, 2004,
    between Cinemark USA, Inc., the subsidiary guarantors party
    thereto and The Bank of New York Trust Company of Florida, N.A.
    (incorporated by reference to Exhibit 4.2(c) to Cinemark USA,
    Inc.s Annual Report on Form 10-K, File No. 033-047040,
    filed March 28, 2005).4
.3(d)

Third Supplemental Indenture, dated as of October 5, 2006, among
    Cinemark USA, Inc., the subsidiaries of Cinemark USA, Inc. named
    therein, and The Bank of New York Trust Company, N.A., as
    trustee (incorporated by reference to Exhibit 10.7 to Current
    Report on Form 8-K, File No. 000-47040, filed by Cinemark USA,
    Inc. on October 12, 2006). E-2




---



##### Table of Contents



Number

Exhibit Title4
.3(e)

Fourth Supplemental Indenture, dated as of March 20, 2007, among
    Cinemark USA, Inc., the subsidiaries of Cinemark USA, Inc. named
    therein, and The Bank of New York Trust Company, N.A., as
    trustee (incorporated by reference to Exhibit 4.1to the Current
    Report on Form 8-K, File No. 033-47040, filed by
    Cinemark USA, Inc. on March 26, 2007).4
.3(f)

Form of 9% Senior Subordinated Note, Due 2013 (contained in
    the Indenture listed as Exhibit 4.3(a) above) (incorporated by
    reference to Exhibit 10.2(b) to Cinemark USA, Inc.s Annual
    Report on Form 10-K , File 033-47040, filed March 19, 2003).4
.5

Registration Agreement, dated as of August 7, 2006, effective
    October 5, 2006, by and among Cinemark Holdings, Inc. and the
    stockholders party thereto (incorporated   by reference to
    Exhibit 4.5 to Cinemark Holdings Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed February 1,
    2007).4
.6

Director Nomination Agreement by and among Cinemark Holdings,
    Inc. and certain stockholders (incorporated by reference to
    Exhibit 10.1 to Cinemark Holdings, Inc.s Current Report on
    Form 8K, File No. 001-33401, filed May 3, 2007).4
.8(a)

Indenture dated as of June 29, 2009, among Cinemark USA, Inc.,
    the Guarantors named therein and Wells Fargo Bank, N.A., as
    trustee governing the 8.625% Senior Notes due 2019 of
    Cinemark USA, Inc. issued thereunder (incorporated by reference
    to Exhibit 4.2 to the Companys Current Report on Form 8-K,
    File No. 001-33401, filed July 6, 2009).4
.8(b)

Form of 8.625% Senior Notes due 2019 of Cinemark USA, Inc.
    (contained in the Indenture listed as Exhibit 4.2(a) above)
    (incorporated by reference to Exhibit 4.3 to the Companys
    Current Report on Form 8-K, File No. 001-33401, filed July 6,
    2009).4
.9(a)

Indenture dated as of March 31, 2004 between Cinemark, Inc. and
    The Bank of New York Mellon Trust Company, N.A. (formerly known
    as The Bank of New York Trust Company, N.A.) governing the
    9.75% Senior Discount Notes issued thereunder (incorporated
    by reference to Exhibit 4.2(a) to Cinemark, Inc.s
    Registration Statement on Form S-4 (File No. 333-116292) filed
    June 8, 2004).4
.9(b)

First Supplemental Indenture dated as of June 29, 2009 between
    Cinemark, Inc., the subsidiary guarantors party thereto and The
    Bank of New York Mellon Trust Company, N.A. (formerly known as
    The Bank of New York Trust Company, N.A.) (incorporated by
    reference to Exhibit 4.1 to the Companys Current Report on
    Form 8-K, File No. 001-33401, filed June 30, 2009).10
.1(a)

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

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

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

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

Termination Agreement to Amended and Restated Agreement to
    Participate in Profits and Losses, dated as of May 3, 2007, by
    and between Cinemark USA, Inc. and Alan W. Stock (incorporated
    by reference to Exhibit 10.2 to Cinemark Holdings, Inc.s
    Current Report on Form 8K, File No. 001-33401, filed May 3,
    2007).10
.3

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

Tax Sharing Agreement, between Cinemark USA, Inc. and Cinemark
    International, L.L.C. (f/k/a Cinemark II, Inc. ), dated as of
    June 10, 1992 (incorporated by reference to Exhibit 10.22 to
    Cinemark USA, Inc.s Annual Report on Form 10-K, File No.
    033-47040, filed March 31, 1993). E-3




---



##### Table of Contents



Number

Exhibit Title10
.4(b)

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

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

First Amendment to Employment Agreement, effective as of
    December 12, 2006, by and between Cinemark, Inc. and Lee Roy
    Mitchell (incorporated by reference to Exhibit 10.1 to Cinemark,
    Inc.s Current Report on Form 8-K, File No. 001-31372,
    filed December 18, 2006).+10
.5(c)

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

First Amendment to Employment Agreement, effective as of
    December 12, 2006, by and between Cinemark, Inc. and Alan W.
    Stock (incorporated by reference to Exhibit 10.2 to Cinemark,
    Inc.s Current Report on Form 8-K, File No. 001-31372,
    filed December 18, 2006).+10
.5(e)

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

First Amendment to Employment Agreement, effective as of
    December 12, 2006, by and between Cinemark, Inc. and Timothy
    Warner (incorporated by reference to Exhibit 10.3 to Cinemark,
    Inc.s Current Report on Form 8-K, File No. 001-31372,
    filed December 18, 2006).+10
.5(g)

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

First Amendment to Employment Agreement, effective as of January
    25, 2007, between Cinemark, Inc. and Robert Copple (incorporated
    by reference to Exhibit 10.5(j) to Cinemark Holdings,
    Inc.s Registration Statement on Form S-1, File No.
    333-140390, filed February 1, 2007).+10
.5(i)

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

First Amendment to Employment Agreement, effective as of January
    14, 2008, between Cinemark, Inc. and Rob Carmony (incorporated
    by reference to Exhibit 10.1 to Cinemark Holdings, Inc.s
    Current Report on Form 8K, File No. 001-33401, filed January 16,
    2008).+10
.5(k)

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

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

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

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

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

Employment Agreement, dated as of June 16, 2008, between
    Cinemark Holdings, Inc. and Michael Cavalier (incorporated by
    reference to Exhibit 10.4 to Cinemark Holdings, Inc.s
    Quarterly Report on Form 10-Q, File No. 333-140390, filed August
    8, 2008). E-4




---



##### Table of Contents



Number

Exhibit Title+10
.5(q)

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

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

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

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

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

Credit Agreement, dated as of October 5, 2006, among Cinemark
    Holdings, Inc., Cinemark, Inc., CNMK Holding, Inc., Cinemark
    USA, Inc., the several banks and other financial institutions or
    entities from time to time parties to the Agreement, Lehman
    Brothers Inc. and Morgan Stanley Senior Funding, Inc., as joint
    lead arrangers and joint bookrunners, Morgan Stanley Senior
    Funding, Inc., as syndication agent, BNP Paribas and General
    Electric Capital Corporation as co-documentation agents, and
    Lehman Commercial Paper Inc., as administrative agent
    (incorporated by reference to Exhibit 10.5 to Current Report on
    Form 8-K, File No. 000-47040, filed by Cinemark USA, Inc. on
    October 12, 2006).10
.6(b)

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

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

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

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

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

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

Amended and Restated Cinemark Holdings, Inc. 2006 Long Term
    Incentive Plan (incorporated by reference to Exhibit 4.1 to
    Cinemark Holdings, Inc.s Quarterly Report on form 10-Q,
    File No. 001-33401, filed May 9, 2008). E-5




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##### Table of Contents



Number

Exhibit Title+10
.7(d)

Form of Stock Option Agreement (incorporated by reference to
    Exhibit 10.7(b) to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed February 1,
    2007).+10
.7(e)

Form of Restricted Share Award Agreement pursuant to the Amended
    and Restated Cinemark Holdings, Inc. 2006 Long Term Incentive
    Plan (incorporated by reference to Exhibit 4.6 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-8, File
    No. 333-146349, filed August 29, 2008).+10
.7(f)

Form of Restricted Stock Unit Award Agreement pursuant to the
    Amended and Restated Cinemark Holdings, Inc. 2006 Long Term
    Incentive Plan (incorporated by reference to Exhibit 4.2 to
    Cinemark Holdings, Inc.s Quarterly Report on Form 10-Q,
    File No. 001-33401, filed May 9, 2008).10
.8

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

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

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

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

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Stadium 14, Sacramento,
    CA(incorporated by reference to Exhibit 10.10(c) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007).10
.10(d)

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

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

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

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of December 1, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Laguna 16, Elk Grove,
    CA (incorporated by reference to Exhibit 10.11(b) to Amendment
    No. 5 to Cinemark Holdings, Inc.s Registration Statement
    on Form S-1, File No. 333-140390, filed April 20, 2007). E-6




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##### Table of Contents



Number

Exhibit Title10
.11(c)

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

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

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

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

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

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

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Capitol 16,
    San Jose, CA (incorporated by reference to Exhibit 10.12(d)
    to Amendment No. 3 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 18, 2007).10
.12(e)

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

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

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

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 10 Berryessa,
    San Jose, CA (incorporated by reference to Exhibit 10.13(c)
    to Amendment No. 3 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 18, 2007). E-7




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##### Table of Contents



Number

Exhibit Title10
.13(d)

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

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

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

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

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

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

Fourth Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of December 1, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 14, Folsom, CA
    (incorporated by reference to Exhibit 10.14(e) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.15(a)

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

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

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

Third Amendment, dated as of September 29, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of Nevada,
    Inc., as tenant, for Cinedome 12, Henderson, NV (incorporated by
    reference to Exhibit 10.15(d) to Amendment No. 3 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 18, 2007). E-8




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##### Table of Contents



Number

Exhibit Title10
.15(e)

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

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

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

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

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

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

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

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

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

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

Third Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 8, North Hollywood, CA
    (incorporated by reference to Exhibit 10.17(e) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007). E-9




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##### Table of Contents



Number

Exhibit Title10
.18(a)

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

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

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

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

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

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

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

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

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

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

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




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##### Table of Contents



Number

Exhibit Title10
.20(a)

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

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

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

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

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

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

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Cinema 16, Mountain
    View, CA (incorporated by reference to Exhibit 10.21(b) to
    Amendment No. 5 to Cinemark Holdings, Inc.s Registration
    Statement on Form S-1, File No. 333-140390, filed April 20,
    2007).10
.21(c)

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

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

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

Indenture of Lease, dated as of September 30, 1995, by and
    between Sycal Properties, Inc. (succeeded by Syufy Properties,
    Inc.), as landlord and Century Theatres of California, Inc., as
    tenant, for Cinearts 5, Pleasant Hill, CA (incorporated by
    reference to Exhibit 10.22(a) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007). E-11




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##### Table of Contents



Number

Exhibit Title10
.22(b)

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

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

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

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

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

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

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 24, San Jose, CA
    (incorporated by reference to Exhibit 10.23(c) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007).10
.23(d)

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

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

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

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Cinedome 8, Napa, CA
    (incorporated by reference to Exhibit 10.24(b) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007). E-12




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##### Table of Contents



Number

Exhibit Title10
.24(c)

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

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

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

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

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

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

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

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

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

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

Third Amendment, dated as of August 7, 2006, to Indenture of
    Lease, dated as of March 7, 1997, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century Sparks, Sparks, NV (incorporated by
    reference to Exhibit 10.26(d) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007). E-13




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##### Table of Contents



Number

Exhibit Title10
.27(a)

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

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

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

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

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

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

Second Amendment, dated as of September 29, 2005, to Indenture
    of Lease, dated as of July 1, 1996, by and between Synm
    Properties Inc.(succeeded by Syufy Properties, Inc.), as
    landlord and Century Theatres, Inc., as tenant, Century Rio 24,
    Albuquerque, NM (incorporated by reference to Exhibit 10.28(c)
    to Amendment No. 3 to Cinemark Holdings, Inc.s
    Registration Statement on Form S-1, File No. 333-140390, filed
    April 18, 2007).10
.28(d)

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

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

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

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




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##### Table of Contents



Number

Exhibit Title10
.29(d)

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

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

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

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

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

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

Second Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century Stadium 16, Ventura, CA
    (incorporated by reference to Exhibit 10.31(c) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007).10
.31(d)

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

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

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

First Amendment, dated as of September 1, 2000, to Indenture of
    Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Northridge 14, Salinas, CA
    (incorporated by reference to Exhibit 10.32(b) to Amendment No.
    5 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 20, 2007). E-15




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##### Table of Contents



Number

Exhibit Title10
.32(c)

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

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

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

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

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

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

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

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

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

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

Second Amendment, dated as of April 15, 2005, to Indenture of
    Lease, dated as of April 17, 1998, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres, Inc., as
    tenant, for Century Larkspur, Larkspur, CA (incorporated by
    reference to Exhibit 10.34(c) to Amendment No. 5 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 20, 2007). E-16




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##### Table of Contents



Number

Exhibit Title10
.34(d)

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

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

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

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

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

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

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

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

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

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

Fourth Amendment, dated as of September 29, 2005, to Indenture
    of Lease, dated as of September 30, 1995, by and between Syufy
    Enterprises, L.P., as landlord and Century Theatres of
    California, Inc., as tenant, for Century 16, Sacramento, CA
    (incorporated by reference to Exhibit 10.36(e) to Amendment No.
    3 to Cinemark Holdings, Inc.s Registration Statement on
    Form S-1, File No. 333-140390, filed April 18, 2007). E-17




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##### Table of Contents



Number

Exhibit Title10
.36(f)

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

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

First Amendment, dated as of December 1, 1998, to Lease
    Agreement, dated as of October 31, 1997, by and between Sycal
    Properties, Inc. (succeeded by 150 Pelican LLC), as landlord and
    Century Theatres, Inc., as tenant, for office building situated
    at 150 Pelican Way, San Rafael, CA (incorporated by
    reference to Exhibit 10.37(b) to Amendment No. 3 to Cinemark
    Holdings, Inc.s Registration Statement on Form S-1, File
    No. 333-140390, filed April 18, 2007).*12


Calculation of Ratio of Earnings to Fixed Charges.*21


Subsidiaries of Cinemark Holdings, Inc.*23
.1

Consent of Deloitte & Touche LLP.*31
.1

Certification of Alan Stock, Chief Executive Officer, pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.*31
.2

Certification of Robert Copple, Chief Financial Officer,
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32
.1

Certification of Alan Stock, Chief Executive Officer, Chief
    Executive Officer, pursuant to 18 U.S.C. Section 1350, as
    added by Section 906 of the Sarbanes-Oxley Act of 2002.*32
.2

Certification of Robert Copple, Chief Financial Officer, Chief
    Executive Officer, pursuant to 18 U.S.C. Section 1350, as
    added by Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith.+
    
    Any management contract, compensatory plan or arrangement. E-18