<PAGE>
                                                                  Exhibit 4.2(a)

                                                               EXECUTION VERSION







                                 CINEMARK, INC.

                                       and

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.


                                   as Trustee

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

                                    INDENTURE

                           Dated as of March 31, 2004

                      9-3/4% SENIOR DISCOUNT NOTES DUE 2014
<PAGE>
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                            Indenture Section
-----------                                                                            -----------------
<S>                                                                                    <C>
310(a)(1)..........................................................................    7.10
    (a)(2).........................................................................    7.10
    (a)(3).........................................................................    N.A.
    (a)(4).........................................................................    N.A.
    (a)(5).........................................................................    7.10
    (b)............................................................................    7.10
    (c)............................................................................    N.A.
311(a).............................................................................    7.11
    (b)............................................................................    7.11
    (c)............................................................................    N.A.
312(a).............................................................................    2.05
    (b)............................................................................    11.03
    (c)............................................................................    11.03
313(a).............................................................................    7.06
    (b)(1).........................................................................    10.03
    (b)(2).........................................................................    7.06, 7.07
    (c)............................................................................    7.06, 11.02
    (d)............................................................................    7.06
314(a).............................................................................    4.03, 11.05
    (b)............................................................................    N.A.
    (c)(1).........................................................................    N.A.
    (c)(2).........................................................................    N.A.
    (c)(3).........................................................................    N.A.
    (d)............................................................................    N.A.
    (e)............................................................................    10.05
    (f)............................................................................    NA
315(a).............................................................................    7.01
    (b)............................................................................    N.A.
    (c)............................................................................    7.01
    (d)............................................................................    7.01
    (e)............................................................................    6.11
316(a)(last sentence)..............................................................    2.09
    (a)(1)(A)......................................................................    6.05
    (a)(1)(B)......................................................................    6.04
    (a)(2).........................................................................    N.A.
    (b)............................................................................    6.07
    (c)............................................................................    2.12
317(a)(1)..........................................................................    6.08
    (a)(2).........................................................................    6.09
    (b)............................................................................    2.04
318(a).............................................................................    N.A.
    (b)............................................................................    N.A.
    (c)............................................................................    11.01
</TABLE>

-----------------
N.A. means Not Applicable

*This Cross-Reference Table is not part of the Indenture
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
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ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE............................................................          1

         SECTION 1.01.                Definitions................................................................          1
         SECTION 1.02.                Other Definitions..........................................................         25
         SECTION 1.03.                Incorporation by Reference of TIA..........................................         25
         SECTION 1.04.                Rules of Construction......................................................         26

ARTICLE 2. THE NOTES.............................................................................................         26

         SECTION 2.01.                Form and Dating............................................................         26
         SECTION 2.02.                Execution and Authentication...............................................         27
         SECTION 2.03.                Registrar and Paying Agent.................................................         28
         SECTION 2.04.                Paying Agent to Hold Money in Trust........................................         28
         SECTION 2.05.                Holder Lists...............................................................         29
         SECTION 2.06.                Transfer and Exchange......................................................         29
         SECTION 2.07.                Replacement Notes..........................................................         43
         SECTION 2.08.                Outstanding Notes..........................................................         43
         SECTION 2.09.                Treasury Notes.............................................................         44
         SECTION 2.10.                Temporary Notes............................................................         44
         SECTION 2.11.                Cancellation...............................................................         44
         SECTION 2.12.                Defaulted Interest.........................................................         44
         SECTION 2.13.                Issuance of Additional Notes...............................................         44
         SECTION 2.14.                One Class of Securities....................................................         45
         SECTION 2.15.                CUSIP, ISIN or Other Similar Numbers.......................................         45

ARTICLE 3. REDEMPTION AND PREPAYMENT.............................................................................         45

         SECTION 3.01.                Notices to Trustee.........................................................         45
         SECTION 3.02.                Selection of Notes to Be Redeemed..........................................         46
         SECTION 3.03.                Notice of Redemption.......................................................         46
         SECTION 3.04.                Effect of Notice of Redemption.............................................         47
         SECTION 3.05.                Deposit of Redemption Price................................................         47
         SECTION 3.06.                Notes Redeemed in Part.....................................................         47
         SECTION 3.07.                Optional Redemption........................................................         47
         SECTION 3.08.                Mandatory Special Redemption...............................................         48

ARTICLE 4. COVENANTS.............................................................................................         48

         SECTION 4.01.                Payment of Notes...........................................................         48
         SECTION 4.02.                Maintenance of Office or Agency............................................         49
         SECTION 4.03.                Reports....................................................................         49
         SECTION 4.04.                Compliance Certificate.....................................................         50
         SECTION 4.05.                Taxes......................................................................         51
         SECTION 4.06.                Stay, Extension and Usury Laws.............................................         51
         SECTION 4.07.                Restricted Payments........................................................         51
         SECTION 4.08.                Dividend and Other Payment Restrictions Affecting Subsidiaries.............         54
         SECTION 4.09.                Incurrence of Indebtedness and Issuance of Preferred Stock.................         56
         SECTION 4.10.                Asset Sales................................................................         58
</TABLE>
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         SECTION 4.11.                Transactions with Affiliates...............................................         61
         SECTION 4.12.                Liens......................................................................         63
         SECTION 4.13.                Business Activities........................................................         63
         SECTION 4.14.                Corporate Existence........................................................         63
         SECTION 4.15.                Offer to Repurchase upon Change of Control.................................         63
         SECTION 4.16.                Future Guarantors..........................................................         65
         SECTION 4.17.                Designation of Restricted and Unrestricted Subsidiaries....................         66
         SECTION 4.18.                Payments for Consent.......................................................         66

ARTICLE 5. SUCCESSORS............................................................................................         66

         SECTION 5.01.                Merger, Consolidation or Sale of Assets....................................         66
         SECTION 5.02.                Successor Corporation Substituted..........................................         67

ARTICLE 6. DEFAULTS AND REMEDIES.................................................................................         68

         SECTION 6.01.                Events of Default..........................................................         68
         SECTION 6.02.                Acceleration...............................................................         69
         SECTION 6.03.                Other Remedies.............................................................         70
         SECTION 6.04.                Waiver of Past Defaults....................................................         70
         SECTION 6.05.                Control by Majority........................................................         71
         SECTION 6.06.                Limitation on Suits........................................................         71
         SECTION 6.07.                Rights of Holders of Notes to Receive Payment..............................         71
         SECTION 6.08.                Collection Suit by Trustee.................................................         71
         SECTION 6.09.                Trustee May File Proofs of Claim...........................................         72
         SECTION 6.10.                Priorities.................................................................         72
         SECTION 6.11.                Undertaking for Costs......................................................         72

ARTICLE 7. TRUSTEE...............................................................................................         73

         SECTION 7.01.                Duties of Trustee..........................................................         73
         SECTION 7.02.                Rights of Trustee..........................................................         74
         SECTION 7.03.                Individual Rights of Trustee...............................................         75
         SECTION 7.04.                Trustee's Disclaimer.......................................................         75
         SECTION 7.05.                Notice of Defaults.........................................................         75
         SECTION 7.06.                Reports by Trustee to Holders of the Notes.................................         76
         SECTION 7.07.                Compensation and Indemnity.................................................         76
         SECTION 7.08.                Replacement of Trustee.....................................................         77
         SECTION 7.09.                Successor Trustee by Merger, etc...........................................         77
         SECTION 7.10.                Eligibility; Disqualification..............................................         77
         SECTION 7.11.                Preferential Collection of Claims Against the Company......................         78

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE..............................................................         78

         SECTION 8.01.                Option to Effect Legal Defeasance or Covenant Defeasance...................         78
         SECTION 8.02.                Legal Defeasance and Discharge.............................................         78
         SECTION 8.03.                Covenant Defeasance........................................................         79
         SECTION 8.04.                Conditions to Legal or Covenant Defeasance.................................         79
         SECTION 8.05.                Deposited Money and Government Securities to Be Held in Trust; Other
                                      Miscellaneous Provisions                                                            80
         SECTION 8.06.                Repayment to the Company...................................................         81
         SECTION 8.07.                Reinstatement..............................................................         81

</TABLE>

                                      -ii-
<PAGE>
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ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER......................................................................         81

         SECTION 9.01.                Without Consent of Holders of Notes........................................         81
         SECTION 9.02.                With Consent of Holders of Notes...........................................         82
         SECTION 9.03.                Compliance with Trust Indenture Act........................................         83
         SECTION 9.04.                Revocation and Effect of Consents..........................................         83
         SECTION 9.05.                Notice of Amendment; Notation on or Exchange of Notes......................         83
         SECTION 9.06.                Trustee to Sign Amendments, etc............................................         84

ARTICLE 10. SATISFACTION AND DISCHARGE...........................................................................         84

         SECTION 10.01.               Satisfaction and Discharge.................................................         84
         SECTION 10.02.               Deposited Cash and Government Securities...................................         85
         SECTION 10.03.               Repayment to Company.......................................................         85
         SECTION 10.04.               Reinstatement..............................................................         85

ARTICLE 11. MISCELLANEOUS........................................................................................         86

         SECTION 11.01.               Trust Indenture Act Controls...............................................         86
         SECTION 11.02.               Notices....................................................................         86
         SECTION 11.03.               Communication by Holders of Notes with Other Holders of Notes..............         87
         SECTION 11.04.               Certificate and Opinion as to Conditions Precedent.........................         87
         SECTION 11.05.               Statements Required in Certificate or Opinion..............................         87
         SECTION 11.06.               Rules by Trustee and Agents................................................         88
         SECTION 11.07.               No Personal Liability of Directors, Officers, Employees and Stockholders...         88
         SECTION 11.08.               Governing Law..............................................................         88
         SECTION 11.09.               No Adverse Interpretation of Other Agreements..............................         88
         SECTION 11.10.               Successors.................................................................         88
         SECTION 11.11.               Severability...............................................................         88
         SECTION 11.12.               Counterpart Originals......................................................         88
         SECTION 11.13.               Table of Contents, Headings, etc...........................................         89
</TABLE>


EXHIBITS

Exhibit A      FORM OF NOTE
Exhibit B      FORM OF CERTIFICATE OF TRANSFER
Exhibit C      FORM OF CERTIFICATE OF EXCHANGE
Exhibit D      FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
               INVESTORS


                                     -iii-
<PAGE>


      INDENTURE dated as of March 31, 2004 between CINEMARK, INC., a Delaware
corporation, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking
corporation, as trustee (the "Trustee").

      The Company and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the Initial Notes, any
Additional Notes and the Exchange Notes (in each case as defined herein):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS.


      "144A Global Note" means one or more global notes in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that shall represent the aggregate principal amount of the Notes
sold in reliance on Rule 144A.

      "Accreted Value" means, as of any date of determination the sum of (a) the
initial Accreted Value (which is $623.73 per $1,000 in principal amount at
maturity of Notes) and (b) the portion of the excess of the principal amount at
maturity of each Note over such initial Accreted Value which shall have been
amortized through such date, such amount to be so amortized on a daily basis and
compounded semiannually on each March 15 and September at the rate of 9-3/4% per
annum from the date of original issuance of the Notes through the date of
determination computed on the basis of a 360-day year of twelve 30-day months.
The Accreted Value of any Note on or after the Full Accretion Date shall be
equal to 100% of its stated principal amount at maturity.

      "Acquired Debt" means, with respect to any specified Person:

            (i) Indebtedness of any other Person existing at the time such other
      Person is merged with or into or becomes a Subsidiary of such specified
      Person, whether or not such Indebtedness is incurred in connection with,
      or in contemplation of, such other Person merging with or into, or
      becoming a Subsidiary of, such specified Person; and

            (ii) Indebtedness secured by a Lien encumbering any asset acquired
      by such specified Person.

      "Acquisition Documents" has the meaning set forth in the Offering
Memorandum.

      "Additional Interest" shall have the meaning set forth in the Registration
Rights Agreement.

      "Additional Notes" means 9-3/4% Senior Discount Notes due 2014 of the
Company issued under this Indenture after the Issue Date and having identical
terms to the Initial Notes or the Exchange Notes.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms controlling,"
"controlled by and "under common control with" have corresponding meanings.
<PAGE>
      "Agent" means any Registrar, Paying Agent or co-registrar.

      "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

      "Asset Sale" means:


            (i) the direct or indirect sale, lease, conveyance or other
      disposition, or series of related sales, leases, conveyances or other
      dispositions that are part of a common plan, of any property or assets
      (including Equity Interests of a Subsidiary) by the Company or any of its
      Restricted Subsidiaries; provided that the sale, conveyance or other
      disposition of all or substantially all of the assets of the Company and
      its Restricted Subsidiaries taken as a whole shall be governed by the
      provisions of this Indenture described in Section 4.15 and/or the
      provisions of Section 5.01 and not by the provisions of Section 4.10; and

            (ii) the issuance of Equity Interests in any of the Company's
      Restricted Subsidiaries or the sale of Equity Interests in any of its
      Subsidiaries.

            Notwithstanding the preceding, the following items will not be
      deemed to be Asset Sales:

            (i) any single transaction or series of related transactions that
      involves assets or Equity Interests having a fair market value of less
      than $5.0 million;

            (ii) a transfer of assets between or among the Company and its
      Restricted Subsidiaries;

            (iii) an issuance, sale, transfer or other disposition of Equity
      Interests by a Restricted Subsidiary to the Company or to another
      Restricted Subsidiary;

            (iv) the sale or lease of equipment, inventory, accounts receivable
      or other assets in the ordinary course of business;

            (v) the sale or other disposition of cash or Cash Equivalents;

            (vi) exchanges of theatre properties that comply with the
      requirements of the final paragraph of Section 4.10, provided that payment
      of any Other Consideration shall, to the extent provided therein, be
      treated as an Asset Sale;

            (vii) a disposition by the Company or any Restricted Subsidiary of
      the Company to the extent such disposition constitutes a Permitted
      Capitalized Lease;

            (viii) any sale of Equity Interests in, or Indebtedness or other
      securities of, an Unrestricted Subsidiary; and

            (ix) a Restricted Payment or Permitted Investment that is permitted
      by Section 4.07.

Notwithstanding any provision of this Indenture to the contrary, the expiration
or non-renewal of any lease of theatre properties or equipment at the normal
expiration date thereof without payment to the Company or any of its Restricted
Subsidiaries of consideration therefor shall not constitute an Asset Sale.



                                      -2-
<PAGE>
      "Attributable Debt" in respect of a sale and leaseback transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

      "Bankruptcy Law" means Title 11, U.S. Code or any similar federal, state
or foreign law for the relief of debtors.

      "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have corresponding meanings.

      "Board of Directors" means:


            (i) with respect to a corporation, the board of directors of the
      corporation;

            (ii) with respect to a partnership, the board of directors of the
      general partner of the partnership; and

            (iii) with respect to any other Person, the board or committee of
      such Person serving a similar function.

      "Broker-Dealer" means any broker or dealer registered under the Exchange
Act.

      "Business Day" means each day that is not a Saturday, Sunday or other day
on which banking institutions in New York, New York or in the location of the
Corporate Trust Office of the Trustee are authorized or required by law to
close.

      "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

      "Capital Stock" means:


            (i) in the case of a corporation, corporate stock;

            (ii) in the case of an association or business entity, any and all
      shares, interests, participations, rights or other equivalents (however
      designated) of corporate stock;

            (iii) in the case of a partnership or limited liability company,
      partnership or membership interests (whether general or limited); and

            (iv) any other interest or participation that confers on a Person
      the right to receive a share of the profits and losses of, or
      distributions of assets of, the issuing Person.

      "Cash Equivalents" means:




                                      -3-
<PAGE>
            (i) United States dollars or in the case of any Foreign Restricted
      Subsidiary, such local currencies held by it from time to time in the
      ordinary course of business;

            (ii) securities issued or directly and fully guaranteed or insured
      by the United States government or any agency or instrumentality of the
      United States government (provided that the full faith and credit of the
      United States is pledged in support of those securities) having maturities
      of not more than twelve months from the date of acquisition;

            (iii) certificates of deposit and eurodollar time deposits with
      maturities of twelve months or less from the date of acquisition, bankers'
      acceptances with maturities not exceeding twelve months and overnight bank
      deposits, in each case, with any lender party to the Credit Agreement or
      with any domestic commercial bank having capital and surplus in excess of
      $100.0 million and a Thomson Bank Watch Rating of "B" or better;

            (iv) repurchase obligations with a term of not more than seven days
      for underlying securities of the types described in clauses (ii) and (iii)
      above entered into with any financial institution meeting the
      qualifications specified in clause (iii) above;

            (v) commercial paper having the rating of at least "P-1" from
      Moody's or "A-1" from S&P and in each case maturing within twelve months
      after the date of acquisition;

            (vi) with respect to any Foreign Subsidiary having its principal
      operations in Mexico only, (1) Certificados de la Tesoreria de la
      Federacion (Cetes), Bonos de Desarrollo del Gobierno Federal (Bondes) or
      Bonos Adjustables del Gobierno Federal (Adjustabonos), in each case,
      issued by the Mexican government; and (2) any other instruments issued or
      guaranteed by Mexico and denominated and payable in pesos; provided, that,
      in each case, such investments under this clause (vi) are made in the
      ordinary course of business for cash management purposes;

            (vii) demand or time deposit accounts used in the ordinary course of
      business with overseas branches of commercial banks incorporated under the
      laws of the United States of America, any state thereof, the District of
      Columbia, Canada or any province or territory thereof, provided that such
      commercial bank has, at the time of the Company's or such Restricted
      Subsidiary's Investment therein, (1) capital, surplus and undivided
      profits (as of the date of such institution's most recently published
      financial statements) in excess of $100 million and (2) the long-term
      unsecured debt obligations (other than such obligations rated on the basis
      of the credit of a Person other than such institution) of such
      institution, at the time of the Company's or any Restricted Subsidiary's
      Investment therein, are rated in the highest rating category of both
      Moody's and S&P;

            (viii) obligations (including, but not limited to demand or time
      deposits, bankers' acceptances and certificates of deposit) issued or
      guaranteed by a depository institution or trust company incorporated under
      the laws of the United States of America, any state thereof, the District
      of Columbia, Canada or any province or territory thereof, provided that
      (A) such instrument has a final maturity not more than one year from the
      date of purchase thereof by the Company or any Restricted Subsidiary of
      the Company and (B) such depository institution or trust company has at
      the time of the Company's or such Restricted Subsidiary's Investment
      therein or contractual commitment providing for such Investment, (x)
      capital, surplus and undivided profits (as of the date of such
      institution's most recently published financial statements) in excess of
      $100 million and (y) the long-term unsecured debt obligations (other than
      such obligations rated on the basis of the credit of a Person other than
      such institution) of such institution, at the time of the Company's or
      such Restricted Subsidiary's Investment therein or


                                      -4-
<PAGE>
      contractual commitment providing for such Investment, are rated in the
      highest rating category of both S&P and Moody's;

            (ix) in the case of any Foreign Subsidiary, demand or time deposit
      accounts used in the ordinary course of business with reputable commercial
      banks located in the jurisdiction of organization of such Foreign
      Subsidiary; and

            (x) money market funds at least 95% of the assets of which
      constitute Cash Equivalents of the kinds described in clauses (i) through
      (v) of this definition.

      "Change of Control" means the occurrence of any of the following:

            (i) the direct or indirect sale, lease, transfer, conveyance or
      other disposition (other than by way of merger or consolidation), in one
      or a series of related transactions, of all or substantially all of the
      properties or assets of the Company and its Restricted Subsidiaries taken
      as a whole to any "person" (as that term is used in Section 13(d)(3) of
      the Exchange Act) other than a Permitted Holder;

            (ii) the adoption of a plan relating to the liquidation or
      dissolution of the Company;

            (iii) the consummation of any transaction (including, without
      limitation, any merger or consolidation) the result of which is that any
      "person" (as defined above) other than a Permitted Holder becomes the
      Beneficial Owner, directly or indirectly, of more than 50% of the Voting
      Stock of the Company, measured by voting power rather than number of
      shares; or

            (iv) the first day on which a majority of the members of the Board
      of Directors of the Company are not Continuing Directors.

      "Clearstream" means Clearstream Banking, societe anonyme.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Commission" means the Securities and Exchange Commission or any successor
agency.

      "Company" means Cinemark, Inc. until a successor shall have become such
pursuant to the applicable provisions of this Indenture and thereafter "Company"
shall mean such successor.


      "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus:

            (i) any increase in deferred lease expense; plus

            (ii) provision for taxes based on income or profits of such Person
      and its Restricted Subsidiaries for such period; plus

            (iii) Fixed Charges to the extent such amounts are included in the
      calculation of Consolidated Net Income; plus

            (iv) depreciation, non-cash asset impairment losses, amortization
      (including amortization of goodwill and other intangibles but excluding
      amortization of prepaid cash expenses that were paid in a prior period)
      and other non-cash expenses, including foreign exchange losses not
      included in operating income, (excluding (other than foreign advance rents


                                      -5-
<PAGE>
      paid at the inception of the lease) any such non-cash expense to the
      extent that it represents an accrual of or reserve for cash expenses in
      any future period or amortization of a prepaid cash expense that was paid
      in a prior period) of such Person and its Subsidiaries for such period;
      plus

            (v) the Net Income of any Person and its Restricted Subsidiaries
      shall be calculated without deducting the income attributable to, or
      adding the losses attributable to, the minority equity interests of third
      parties in any non-wholly-owned Restricted Subsidiary; plus

            (vi) the amount of management, consulting and advisory fees and
      related expenses paid to Madison Dearborn Partners, LLC or one of its
      Affiliates (or any accruals relating to such fees and related expenses)
      during such period, provided that such amount shall not exceed $1.0
      million in any twelve-month period; plus

            (vii) any reasonable expenses and charges related to any Equity
      Offering, Permitted Investment, acquisition, recapitalization, Asset Sale
      or Indebtedness permitted to be incurred under this Indenture (in each
      case, whether or not successful); minus

            (viii) non-cash items increasing such Consolidated Net Income for
      such period (including foreign exchange gains not included in operating
      income), other than (1) the accrual of revenue or amortization of prepaid
      cash income in the ordinary course of business and (2) the reversal of an
      accrual or cash reserve that was excluded pursuant to paragraph (iv) above
      in any prior period; minus

            (ix) any decrease in deferred lease expense,

      in each case, on a consolidated basis and determined in accordance with
      GAAP.

Notwithstanding the preceding sentence, clauses (i) through (ix) relating to
amounts of a RestrictedSubsidiary of a Person will be added to (or subtracted
from) Consolidated Net Income to compute Consolidated Cash Flow of such Person
only to the extent (and in the same proportion) that the net income (loss) of
such Restricted Subsidiary was included in calculating the Consolidated Net
Income of such Person.

      "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP, provided, however, in the case of the Company and its Restricted
Subsidiaries, (1) Consolidated Net Income shall include only those management
fees actually received by the Company and its Restricted Subsidiaries from its
Unrestricted Subsidiaries, (2) accrued but unpaid compensation expenses related
to any stock appreciation or stock option plans shall not be deducted until such
time as such expenses result in a cash expenditure and (3) compensation expenses
related to tax payment plans implemented by the Company from time to time in
connection with the exercise and/or repurchase of stock options shall not be
deducted from Net Income to the extent of the related tax benefits arising
therefrom; provided, further, that:

            (i) the Net Income of any Person that is not a Restricted Subsidiary
      or that is accounted for by the equity method of accounting shall be
      included only to the extent of the amount of dividends or distributions
      paid in cash to the specified Person or a Restricted Subsidiary of the
      Person;

            (ii) solely for the purpose of determining the amount available for
      Restricted Payments under clause (iii)(a) of the first paragraph of
      Section 4.07, the Net Income of any Restricted Subsidiary shall be
      excluded to the extent that the declaration or payment of dividends


                                      -6-
<PAGE>
      or similar distributions by that Restricted Subsidiary of that Net Income
      is not at the date of determination permitted without any prior
      governmental approval (that has not been obtained) or, directly or
      indirectly, by operation of the terms of its charter or any agreement,
      instrument, judgment, decree, order, statute, rule or governmental
      regulation applicable to that Restricted Subsidiary or its stockholders
      (other than (A) with respect to restrictions applicable to Cinemark USA,
      Inc. and permitted by Section 4.08 or (B) to the extent of the amount of
      dividends or distributions that have actually been paid in the calculation
      period);

            (iii) the cumulative effect of a change in accounting principles
      shall be excluded;

            (iv) any non-cash goodwill or other intangible asset impairment
      charges incurred subsequent to the date of this Indenture resulting from
      the application of SFAS No. 142 (or similar pronouncements) shall be
      excluded;

            (v) any net after-tax income or loss from discontinued operations,
      net after-tax gains or losses on disposal of discontinued operations and
      losses arising from lease dispositions shall be excluded; and

            (vi) items classified as extraordinary or nonrecurring gains and
      losses (less all fees and expenses related thereto) or expenses
      (including, without limitation, severance, relocation, other restructuring
      costs and expenses arising from the Transactions), and the related tax
      effects according to GAAP, shall be excluded; provided that with respect
      to each extraordinary or nonrecurring item, the Company shall have
      delivered an Officers' Certificate to the Trustee specifying and
      quantifying such item and stating that such item is extraordinary or
      non-recurring.

      "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who:

            (i) was a member of such Board of Directors on the Issue Date;

            (ii) was nominated for election or elected to such Board of
      Directors with the approval of a majority of the Continuing Directors who
      were members of such Board at the time of such nomination or election; or

            (iii) was nominated for election pursuant to the provisions of the
      Stockholders Agreement as in effect on the Recapitalization Date.

      "Corporate Trust Office of the Trustee" means the office of the Trustee in
Dallas, Texas, at which at any particular time its corporate trust business
shall be principally administered, which office at the date of the execution and
delivery of this Indenture, as originally executed and delivered, is located at
600 North Pearl Street, Suite 420, Dallas, Texas 75201, Attention: Corporate
Trust Division.

      "Credit Agreement" means that certain Amended and Restated Credit
Agreement, to be dated as of the Recapitalization Date, by and among Cinemark
USA, Inc., as borrower, the Company, CNMK Holding, Inc. and the subsidiary
guarantors named therein, Lehman Commercial Paper Inc., as administrative agent,
Goldman Sachs Credit Partners L.P., as syndication agent, Lehman Commercial
Paper Inc. and Goldman Sachs Credit Partners L.P., as joint lead arrangers and
joint bookrunners, Deutsche Bank Securities Inc., The Bank of New York, General
Electric Capital Corporation and CIBC Inc., as co-documentation agents, and the
lenders parties thereto from time to time, providing for up to $260.0 million of
term loan borrowings and $100.0 million of revolving credit borrowings,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection


                                      -7-
<PAGE>
therewith, and in each case as amended, modified, renewed, refunded, replaced or
refinanced from time to time.

      "Credit Facilities" means, one or more debt facilities (including, without
limitation, the Credit Agreement), commercial paper facilities or indentures, in
each case with banks or other institutional lenders or investors providing for
revolving credit loans, term loans, debt securities, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit and any agreement or agreements governing Indebtedness incurred to
refinance, replace, restructure or refund such agreements in whole or in part
from time to time (whether with the original agent and lenders or other agents
and lenders or otherwise).

      "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

      "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, in the form of
Exhibit A hereto except that such Note shall not bear the Global Note Legend and
shall not have the "Schedule of Exchanges of Interests in the Global Note"
attached thereto.

      "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

      "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07.

      "Distribution Compliance Period" means the 40-day restricted period as
defined in Regulation S.

      "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
or the District of Columbia or that guarantees or otherwise provides direct
credit support for any Indebtedness of the Company.

      "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

      "Equity Offering" means any public (other than pursuant to a Form S-8 or
any other form relating to securities issuable under any employee benefit plan
of the Company) or private sale of Capital Stock (other than Disqualified Stock)
made for cash on a primary basis by the Company after the Recapitalization Date.



                                      -8-
<PAGE>
      "Escrow Agreement" means that certain Escrow and Security Agreement dated
as of March 31, 2004 among the Company, as pledgor, the Trustee, as trustee and
securities intermediary and escrow agent, and the Initial Purchasers.

      "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
system.


      "Event of Default" has the meaning specified in Section 6.01.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Exchange Notes" means any substantially identical issue of Notes (other
than with respect to transfer restrictions) issued in an Exchange Offer for the
Initial Notes or any Additional Notes.

      "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

      "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

      "Exchange Securities" has the meaning set forth in the Registration Rights
Agreement.

      "Excluded Contribution" means the net cash proceeds received by the
Company after the Recapitalization Date from (a) contributions to its common
equity capital and (b) the sale (other than to a Subsidiary of the Company or
pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement of the Company or any of its
Subsidiaries) of Capital Stock (other than Disqualified Stock) of the Company,
in each case designated within 60 days of the receipt of such net cash proceeds
as Excluded Contributions pursuant to an Officers' Certificate, the cash
proceeds of which are excluded from the calculation set forth in clause iii(b)
of the first paragraph of Section 4.07.

      "Existing Credit Agreement" means that certain Credit Agreement, dated as
of February 14, 2003, by and among Cinemark USA, Inc., as borrower, the Company,
CNMK Holding, Inc. and the subsidiary guarantors named therein, Lehman
Commercial Paper Inc., as administrative agent, and the lenders parties thereto
from time to time, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, modified, renewed, refunded, replaced or refinanced from
time to time.

      "Existing Indebtedness" means up to $480.5 million in aggregate principal
amount of Indebtedness of the Company and its Restricted Subsidiaries (other
than Indebtedness under the Existing Credit Agreement) in existence on the Issue
Date, until such amounts are repaid.

      "Existing Notes" means (i) the $360.0 million aggregate principal amount
of 9% Senior Subordinated Notes due 2013 and (ii) the $105.0 million aggregate
principal amount of 8.5% Series B Senior Subordinated Notes due 2008 (the "2008
Notes'"), in each case issued by Cinemark USA, Inc. and guaranteed by certain
Subsidiaries of Cinemark USA, Inc.

            "Fixed Charges" means, with respect to any specified Person for any
      period, the sum, without


duplication, of:

            (i) the consolidated interest expense of such Person and its
      Restricted Subsidiaries for such period, whether paid or accrued,
      including, without limitation, amortization of debt issuance costs and
      original issue discount, non-cash interest payments, the interest
      component of


                                      -9-
<PAGE>
      any deferred payment obligations, the interest component of all payments
      associated with Capital Lease Obligations (but excluding any interest
      expense attributable to Permitted Capitalized Leases), imputed interest
      with respect to Attributable Debt, commissions, discounts and other fees
      and charges incurred in respect of letter of credit or bankers' acceptance
      financings, and net of the effect of all payments made or received
      pursuant to Hedging Obligations (excluding the amortization or write-off
      of debt issuance costs incurred in connection with or prior to the
      Transactions); plus

            (ii) the consolidated interest of such Person and its Restricted
      Subsidiaries that was capitalized during such period; plus

            (iii) any interest expense on Indebtedness of another Person that is
      Guaranteed by such Person or one of its Restricted Subsidiaries or secured
      by a Lien on assets of such Person or one of its Restricted Subsidiaries,
      whether or not such Guarantee or Lien is called upon; plus

            (iv) the product of (a) all dividends paid (whether or not in cash)
      on any series of preferred stock of such Person or any of its Restricted
      Subsidiaries, other than dividends on Equity Interests payable (X) solely
      in Equity Interests of the Company (other than Disqualified Stock) or (Y)
      to the Company or a Restricted Subsidiary of the Company, times (b) a
      fraction, the numerator of which is one and the denominator of which is
      one minus the then current combined effective federal, state and local
      statutory tax rate of such Person, expressed as a decimal, in each case,
      on a consolidated basis and in accordance with GAAP.

            "Fixed Charge Coverage Ratio" means with respect to any specified
      Person for any period, the ratio of the Consolidated Cash Flow of such
      Person for such period to the Fixed Charges of such Person for such
      period. In the event that the specified Person or any of its Subsidiaries
      incurs, assumes, Guarantees, repays, repurchases or redeems any
      Indebtedness (other than ordinary working capital borrowings) or issues,
      repurchases or redeems preferred stock subsequent to the commencement of
      the period for which the Fixed Charge Coverage Ratio is being calculated
      and on or prior to the date on which the event for which the calculation
      of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then
      the Fixed Charge Coverage Ratio shall be calculated giving pro forma
      effect to such incurrence, assumption, Guarantee, repayment, repurchase or
      redemption of Indebtedness, or such issuance, repurchase or redemption of
      preferred stock, and the use of the proceeds therefrom as if the same had
      occurred at the beginning of the applicable four-quarter reference period.

            In addition, for purposes of calculating the Fixed Charge Coverage
      Ratio:

            (i) acquisitions that have been made by the specified Person or any
      of its Restricted Subsidiaries, including through mergers or
      consolidations and including any related financing transactions, during
      the four-quarter reference period or subsequent to such reference period
      and on or prior to the Calculation Date shall be given pro forma effect as
      if they had occurred on the first day of the four-quarter reference period
      and Consolidated Cash Flow for such reference period shall be calculated
      on a pro forma basis (giving effect to any Pro Forma Cost Savings);

            (ii) the Consolidated Cash Flow attributable to discontinued
      operations, as determined in accordance with GAAP, and operations or
      businesses disposed of prior to the Calculation Date, shall be deemed to
      have occurred on the first day of the four-quarter reference period and
      shall be excluded; and

            (iii) the Fixed Charges attributable to discontinued operations, as
      determined in accordance with GAAP, and operations or businesses disposed
      of prior to the Calculation Date, shall be deemed to have occurred on the
      first day of the four-quarter reference period and shall be


                                      -10-
<PAGE>
      excluded, but only to the extent that the obligations giving rise to such
      Fixed Charges shall not be obligations of the specified Person or any of
      its Restricted Subsidiaries following the Calculation Date.

      "Foreign Restricted Subsidiary" means any Restricted Subsidiary of the
Company that is not organized under the laws of the United States, any state
thereof or the District of Columbia.

      "Full Accretion Date" means March 15, 2009.


      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the Issue Date.

      "Global Note Legend" means the legend set forth in Section 2.06(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

      "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A hereto issued in accordance with Sections 2.01 or 2.06 hereof.

      "Government Securities" means securities that are (i) direct obligations
of the United States of America for the timely payment of which its full faith
and credit is pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America,
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a) (2) of
the Securities Act), as custodian, with respect to any such Governmental
Securities or a specific payment of principal of or interest on any such
Governmental Securities held by such custodian for the account of the holder of
such depository receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Securities or the specific payment of
principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt.

      "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business and other than
leases entered in the ordinary course of business, direct or indirect, in any
manner including, without limitation, by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof, of all or any
part of any Indebtedness.

      "Guarantor" means any Person that Guarantees the Notes; provided that upon
the release or discharge of such Person from its Subsidiary Guarantee in
accordance with the provisions of this Indenture, such Person shall cease to be
a Guarantor.

      "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person incurred in the normal course of business and
consistent with past practices and not for speculative purposes under:

            (i) interest rate swap agreements (whether from fixed to floating or
      from floating to fixed), interest rate cap agreements and interest rate
      collar agreements entered into with one or


                                      -11-
<PAGE>
      more financial institutions and designed to protect the Person or entity
      entering into the agreement against fluctuations in interest rates with
      respect to Indebtedness incurred and not for purposes of speculation;

            (ii) foreign exchange contracts and currency protection agreements
      entered into with one or more financial institutions and designed to
      protect the Person or entity entering into the agreement against
      fluctuations in currency exchange rates with respect to Indebtedness
      incurred and not for purposes of speculation;

            (iii) any commodity futures contract, commodity option or other
      similar agreement or arrangement designed to protect against fluctuations
      in the price of commodities used by that Person at the time; and

            (iv) other agreements or arrangements designed to protect such
      Person against fluctuations in interest rates or currency exchange rates.

      "Holder" means, for so long as the Notes are represented by Global Notes,
the bearer thereof which shall initially be the Global Note Holder and, in the
event that Definitive Notes are issued, the Person in whose name the Notes are
registered.

      "IAI Global Note" means a Global Note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with or on behalf of and registered in the name of the Depositary or its nominee
that shall be issued in a denomination equal to the outstanding principal amount
at maturity of the Notes sold to Institutional Accredited Investors.

      "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

            (i) in respect of borrowed money;

            (ii) evidenced by bonds, notes, debentures or similar instruments or
      letters of credit (or reimbursement agreements in respect thereof);

            (iii) in respect of banker's acceptances;

            (iv) representing Capital Lease Obligations;

            (v) representing the balance deferred and unpaid of the purchase
      price of any property, except any such balance that constitutes an accrued
      expense or trade payable;

            (vi) all obligations of such Person with respect to the redemption,
      repayment or other repurchase of any Disqualified Stock or, with respect
      to any Subsidiary, any preferred stock (but excluding, in each case, any
      accrued dividends); or

            (vii) representing the net amount owing under any Hedging
      Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.



                                      -12-
<PAGE>
      The amount of any Indebtedness outstanding as of any date shall be:

            (i) the accreted value of the Indebtedness, in the case of any
      Indebtedness issued with original issue discount; and

            (ii) the principal amount of the Indebtedness, together with any
      interest on the Indebtedness that is more than 30 days past due, in the
      case of any other Indebtedness.

      "Indenture" means this Indenture, as amended or supplemented from time to
time.

      "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

      "Initial Notes" means the 9-1/2% Senior Discount Notes due 2014 issued by
the Company on the Issue Date.

      "Initial Purchasers" means (i) with respect to the Initial Notes issued on
the Issue Date, Lehman Brothers Inc., Goldman, Sachs & Co., Deutsche Bank
Securities Inc., CIBC World Markets Corp. and BNY Capital Markets, Inc. and (2)
with respect to each issuance of Additional Notes, the Persons purchasing such
Additional Notes under the related purchase agreement.

      "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

      "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition in an amount equal to the
fair market value of the Equity Interests of such Subsidiary not sold or
disposed of in an amount determined as provided in the final paragraph of
Section 4.07. The acquisition by the Company or any Subsidiary of the Company of
a Person that holds an Investment in a third Person shall be deemed to be an
Investment made by the Company or such Subsidiary in such third Person in an
amount equal to the fair market value of the Investment held by the acquired
Person in such third Person on the date of any such acquisition in an amount
determined as provided in the final paragraph of Section 4.07.

      "Issue Date" means the date on which the Notes are originally issued under
this Indenture.

      "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in The City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

      "Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.



                                      -13-
<PAGE>
      "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction.

      "Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.


      "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, any gain
or loss (net of related costs, fees, expenses and with any related provision for
taxes) on such gain or loss, realized in connection with: (a) any Asset Sale
(without giving effect to the $5.0 million threshold contained in clause (i) of
the second paragraph of the definition thereof) or (b) the disposition of any
securities by such Person or any of its Subsidiaries or the extinguishment of
any Indebtedness of such Person or any of its Subsidiaries.

      "Net Proceeds" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (i) the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, (ii) taxes paid or payable as a result
of the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, (iii) amounts required
to be applied to the repayment of Indebtedness, other than Senior Debt, secured
by a Lien on the asset or assets that were the subject of such Asset Sale, (iv)
any reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP, (v) all distributions and other payments
required to be made to minority interest holders in Restricted Subsidiaries or
joint ventures as a result of such Asset Sale, and (vi) appropriate amounts to
be provided by the Company or any Restricted Subsidiary as a reserve against any
liabilities associated with such Asset Sale, as determined in conformity with
GAAP.

      "Non-Recourse Debt" means Indebtedness:

            (i) as to which neither the Company nor any of its Restricted
      Subsidiaries (a) provides credit support of any kind (including any
      undertaking, agreement or instrument that would constitute Indebtedness),
      (b) is directly or indirectly liable as a guarantor or otherwise, or (c)
      constitutes the lender, other than such Liens permitted by clause (ix) of
      the definition of Permitted Liens;

            (ii) no default with respect to which (including any rights that the
      holders of the Indebtedness may have to take enforcement action against an
      Unrestricted Subsidiary) would permit upon notice, lapse of time or both
      any holder of any other Indebtedness (other than the Notes) of the Company
      or any of its Restricted Subsidiaries to declare a default on such other
      Indebtedness or cause the payment of the Indebtedness to be accelerated or
      payable prior to its Stated Maturity; and

            (iii) as to which the lenders have been notified in writing that
      they shall not have any recourse to the stock or assets of the Company or
      any of its Restricted Subsidiaries.

      "Non-U.S. Person" means a Person who is not a U.S. Person.



                                      -14-
<PAGE>
      "Note Custodian" means The Bank of New York Trust Company, N.A., as
custodian with respect to the Notes in global form, or any successor entity
thereto.


      "Notes" means the Initial Notes, the Exchange Notes and any Additional
Notes issued under this Indenture.

      "Obligations" means any principal, premium and Additional Interest, if
any, interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization, whether or not a claim for
post-filing interest is allowed in such proceeding), penalties, fees, charges,
expenses, indemnifications, reimbursement obligations, damages, guarantees and
other liabilities or amounts payable under the documentation governing any
Indebtedness or in respect thereto.

      "Offering Memorandum" means the offering memorandum prepared by the
Company and dated March 29, 2004.

      "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

      "Officers' Certificate" means a certificate signed by two Officers or by
an Officer and either an Assistant Treasurer or an Assistant Secretary of the
Company, which meets the requirements of Section 11.05 hereof.

      "Opinion of Counsel" means an opinion from legal counsel, who is
reasonably acceptable to the Trustee, which meets the requirements of Section
11.05 hereof. The counsel may be an employee of or counsel to the Company or any
Subsidiary.

      "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

      "Participating Broker-Dealer" means any broker-dealer that receives
Exchange Notes for its own account in the Exchange Offer in exchange for Notes
that were acquired by such broker-dealer as a result of market-making or other
trading activities.

      "Permitted Business" means the lines of business conducted by the Company
and its Restricted Subsidiaries on the Issue Date and any business incidental or
reasonably related thereto or which is a reasonable extension thereof as
determined in good faith by the Board of Directors of the Company and set forth
in an officer's certificate delivered to the Trustee.

      "Permitted Capitalized Leases" means obligations of the Company or any
Restricted Subsidiary of the Company up to $50 million in the aggregate at any
one time outstanding that are classified as "Capital Lease Obligations" under
GAAP due to the application of Emerging Issues Task Force Regulation 97-10 or
similar pronouncements and, except for such regulation or pronouncement, such
obligation would not constitute Capital Lease Obligations.

      "Permitted Holders" means (a) Madison Dearborn Partners, LLC and Related
Parties and (b) Permitted Mitchell Holders.

      "Permitted Investments" means:


            (i) any Investment in the Company or in a Restricted Subsidiary of
      the Company;



                                      -15-
<PAGE>
            (ii) any Investment in Cash Equivalents;

            (iii) any Investment by the Company or any Subsidiary of the Company
      in a Person, if as a result of such Investment:

                  (a) such Person becomes a Restricted Subsidiary of the
            Company; or

                  (b) such Person is merged, consolidated or amalgamated with or
            into, or transfers or conveys substantially all of its assets to, or
            is liquidated into, the Company or a Restricted Subsidiary of the
            Company;

            (iv) receivables owing to the Company or any Restricted Subsidiary
      created or acquired in the ordinary course of business and payable or
      dischargeable in accordance with customary trade terms; provided, however,
      that such trade terms may include such concessionary trade terms as the
      Company or any such Restricted Subsidiary deems reasonable under the
      circumstances;

            (v) workers' compensation, utility, lease and similar deposits and
      prepaid expenses in the ordinary course of business and endorsements of
      negotiable instruments and documents in the ordinary course of business;

            (vi) loans or advances to employees (other than executive officers)
      made in the ordinary course of business consistent with past practices of
      the Company or such Restricted Subsidiary;

            (vii) any Investment made as a result of the receipt of non-cash
      consideration from an Asset Sale that was made pursuant to and in
      compliance with Section 4.10;

            (viii) any acquisition of assets solely in exchange for the issuance
      of Equity Interests (other than Disqualified Stock) of the Company;

            (ix) any Investments received in compromise of obligations of trade
      creditors or customers that were incurred in the ordinary course of
      business, including pursuant to any plan of reorganization or similar
      arrangement upon the bankruptcy or insolvency of any trade creditor or
      customer;

            (x) Hedging Obligations;

            (xi) refundable construction advances made with respect to the
      construction of properties of a nature or type that are used in a business
      similar or related to the business of the Company or its Restricted
      Subsidiaries in the ordinary course of business;

            (xii) advances or extensions of credit on terms customary in the
      industry in the form of accounts or other receivables incurred, or
      pre-paid film rentals, and loans and advances made in settlement of such
      accounts receivable, all in the ordinary course of business;

            (xiii) other Investments in any Person having an aggregate fair
      market value (measured on the date each such Investment was made and
      without giving effect to subsequent changes in value), when taken together
      with all other Investments made pursuant to this clause (xiii) that are at
      the time outstanding, not to exceed $15.0 million;

            (xiv) Investments existing on the Issue Date;



                                      -16-
<PAGE>
            (xv) Guarantees issued in accordance with Section 4.09; and

            (xvi) advances, loans or extensions of credit to suppliers and
      vendors in the ordinary course of business.

      "Permitted Liens" means:


            (i) Liens securing the Credit Facilities that are permitted to be
      incurred;

            (ii) Liens in favor of the Company or any Restricted Subsidiary of
      the Company;

            (iii) Liens on property of a Person existing at the time such Person
      is merged with or into or consolidated with the Company or any Restricted
      Subsidiary of the Company; provided that such Liens were in existence
      prior to the contemplation of such merger or consolidation and do not
      extend to any assets other than those of the Person merged into or
      consolidated with the Company or the Restricted Subsidiary;

            (iv) Liens on property existing at the time of acquisition of the
      property by the Company or any Restricted Subsidiary of the Company,
      provided that such Liens were in existence prior to the contemplation of
      such acquisition and do not extend to any assets other than those of the
      Person merged into or consolidated with the Company or the Subsidiary;

            (v) Liens to secure the performance of statutory obligations, surety
      or appeal bonds, performance bonds or other obligations of a like nature
      incurred in the ordinary course of business;

            (vi) Liens to secure Indebtedness (including Capital Lease
      Obligations) permitted by clause (iv) of the second paragraph of Section
      4.09 covering only the assets, accessions, improvements and proceeds
      acquired with such Indebtedness;

            (vii) Liens existing on the Issue Date;

            (viii) Liens for taxes, assessments or governmental charges or
      claims that are not yet delinquent or that are being contested in good
      faith by appropriate proceedings promptly instituted, provided that any
      reserve or other appropriate provision as is required in conformity with
      GAAP has been made therefor;

            (ix) Liens on the Capital Stock and assets of Unrestricted
      Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries;

            (x) Easements, rights-of-way, restrictions, minor defects or
      irregularities in title and other similar encumbrances which, in the
      aggregate, do not materially detract from the value of the property
      subject thereto or materially interfere with the ordinary conduct of the
      business of the Company or such Restricted Subsidiary;

            (xi) Leases or subleases granted to others that do not materially
      interfere with the ordinary course of business of the Company and its
      Restricted Subsidiaries, taken as a whole;

            (xii) Landlords', carriers', warehousemen's, mechanics',
      materialmen's, repairmen's or the like Liens arising by contract or
      statute in the ordinary course of business and with respect to amounts
      which are not yet delinquent or are being contested in good faith by
      appropriate proceedings;



                                      -17-
<PAGE>
            (xiii) Pledges or deposits made in the ordinary course of business
      (A) in connection with leases, performance bonds and similar obligations,
      or (B) in connection with workers' compensation, unemployment insurance
      and other social security legislation;

            (xiv) Liens encumbering property or assets under construction
      arising from progress or partial payments by a customer of the Company or
      its Restricted Subsidiaries relating to such property or assets;

            (xv) Liens in favor of customs and revenue authorities arising as a
      matter of law to secure payment of customs duties in connection with the
      importation of goods;

            (xvi) Liens arising out of conditional sale, title retention,
      consignment or similar arrangements for the sale of goods entered into by
      the Company or any of its Restricted Subsidiaries in the ordinary course
      of business in accordance with the past practices of the Company and its
      Restricted Subsidiaries;

            (xvii) Liens on or sales of receivables;

            (xviii) the rights of film distributors under film licensing
      contracts entered into by the Company or any Restricted Subsidiary in the
      ordinary course of business on a basis customary in the movie exhibition
      industry;

            (xix) any attachment or judgment Lien that does not constitute an
      Event of Default;

            (xx) Liens in favor of the Trustee for its own benefit and for the
      benefit of the Holders of the Notes;

            (xxi) Liens (including extensions and renewals thereof) upon real or
      personal property acquired after the Issue Date; provided that (a) such
      Lien is created solely for the purpose of securing Indebtedness incurred,
      in accordance with Section 4.09, (1) to finance the cost (including the
      cost of improvement or construction) of the item of property or assets
      subject thereto and such Lien is created prior to, at the time of or
      within six months after the later of the acquisition, the completion of
      construction or the commencement of full operation of such property or (2)
      to refinance any Indebtedness previously so secured, (b) the principal
      amount of the Indebtedness secured by such Lien does not exceed 100% of
      such cost and (c) any such Lien shall not extend to or cover any property
      or assets other than such item of property or assets and any accessions,
      proceeds and improvements on such item;

            (xxii) Liens incurred or deposits made to secure the performance of
      tenders, bids, leases, statutory or regulatory obligations, banker's
      acceptances, surety and appeal bonds, government contracts, performance
      and return-of-money bonds and other obligations of a similar nature
      incurred in the ordinary course of business (exclusive of obligations for
      the payment of borrowed money);

            (xxiii) Liens encumbering deposits securing Indebtedness under
      Hedging Obligations;

            (xxiv) Liens arising from filing Uniform Commercial Code financing
      statements with respect to leases;

            (xxv) Liens incurred in the ordinary course of business of the
      Company or any Subsidiary of the Company with respect to obligations that
      do not exceed $5.0 million at any one time outstanding; and



                                      -18-
<PAGE>
            (xxvi) Liens securing the obligations under the Escrow Agreement.

      "Permitted Mitchell Holders" means (a) Lee Roy Mitchell or Tandy Mitchell,
or any descendant of Lee Roy Mitchell or the spouse of any such descendant, the
estate of Lee Roy Mitchell, Tandy Mitchell, any descendant of Lee Roy Mitchell
or the spouse of any such descendant or any trust or other arrangement for the
benefit of Lee Roy Mitchell, Tandy Mitchell, any descendant of Lee Roy Mitchell
or the spouse of any such descendant (collectively, the "Mitchell Family") and
(b) any group which includes any member or members of the Mitchell Family if a
majority of the Capital Stock of the Company held by such group is beneficially
owned (including the power to vote such Capital Stock of the Company) by such
member or members of the Mitchell Family or by one or more Affiliates at least
80% of the equity interests of which are owned by such member or members of the
Mitchell Family.

      "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Subsidiaries issued in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of the Company or any of its Subsidiaries (other than intercompany
Indebtedness); provided that:

            (i) the principal amount (or accreted value, if applicable) of such
      Permitted Refinancing Indebtedness does not exceed the principal amount
      (or accreted value, if applicable) of the Indebtedness extended,
      refinanced, renewed, replaced, defeased or refunded (plus all accrued
      interest on the Indebtedness and the amount of all expenses and premiums
      incurred in connection therewith);

            (ii) such Permitted Refinancing Indebtedness has a final maturity
      date later than or equal to the final maturity date of, and has a Weighted
      Average Life to Maturity equal to or greater than the Weighted Average
      Life to Maturity of, the Indebtedness being extended, refinanced, renewed,
      replaced, defeased or refunded;

            (iii) if the Indebtedness being extended, refinanced, renewed,
      replaced, defeased or refunded is subordinated in right of payment to the
      Notes, such Permitted Refinancing Indebtedness has a final maturity date
      later than the final maturity date of, and is subordinated in right of
      payment to, the Notes on terms at least as favorable to the Holders of
      Notes as those contained in the documentation governing the Indebtedness
      being extended, refinanced, renewed, replaced, defeased or refunded; and

            (iv) such Indebtedness is incurred either by the Company or by the
      Subsidiary that is the obligor on the Indebtedness being extended,
      refinanced, renewed, replaced, defeased or refunded.

      "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

      "Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same Indebtedness as that evidenced by such
particular Note; and any Note authenticated and delivered under Section 2.07 in
lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same
Indebtedness as the lost, destroyed or stolen Note.

      "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

      "Pro Forma Cost Savings" means, with respect to any period, the reduction
in costs and related adjustments that occurred during the four-quarter reference
period or after the end of the four-quarter


                                      -19-
<PAGE>
period and on or prior to the Calculation Date that were (i) directly
attributable to an acquisition or Asset Sale and calculated on a basis that is
consistent with Regulation S-X under the Securities Act as in effect and applied
as of the date of this Indenture or (ii) implemented, or for which the steps
necessary for implementation have been taken by the Company and are reasonably
expected to occur, with respect to the Company or the business that was the
subject of any such acquisition or Asset Sale within six months before or after
the date of the acquisition or Asset Sale and that are supportable and
quantifiable by the underlying accounting records of such business, as if, in
the case of each of clause (i) and (ii), all such reductions in costs and
related adjustments had been effected as of the beginning of such period.

      "Prospectus" means the prospectus included in a Registration Statement at
the time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

      "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

      "Qualified Proceeds" means any of the following or any combination of the
following: (i) cash, (ii) Cash Equivalents, (iii) assets that are used or useful
in a Permitted Business and (iv) the Capital Stock of any Person engaged in a
Permitted Business that becomes a Restricted Subsidiary of the Company as a
result of the acquisition of such Capital Stock by the Company or any Restricted
Subsidiary of the Company.

      "Recapitalization" has the meaning set forth in the Offering Memorandum.

      "Recapitalization Date" means the date on which the Recapitalization is
consummated.

      "Registration Rights Agreement" means (1) with respect to the Initial
Notes issued on the Issue Date, the Registration Rights Agreement dated as of
the date hereof among the Company and the Initial Purchasers and (2) with
respect to each issuance of Additional Notes issued in a transaction exempt from
the registration requirements of the Securities Act, the registration rights
agreement, if any, among the Company and the Persons purchasing such Additional
Notes under the related purchase agreement.

      "Registration Statement" means any registration statement of the Company
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) that is filed pursuant to
the provisions of a Registration Rights Agreement and (ii) including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

      "Regulation S" means Regulation S promulgated under the Securities Act.

      "Regulation S Global Note" means a global Note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
at maturity of the Notes initially sold in reliance on Regulation S.

      "Regulation S Permanent Global Note" means a permanent global note bearing
the Global Note Legend and the Private Placement Legend and deposited with, or
on behalf of, and registered in the name of, the Depositary or its nominee, that
shall equal the outstanding principal amount at maturity of the Regulation S
Temporary Global Note upon expiration of the Distribution Compliance Period.



                                      -20-
<PAGE>
      "Regulation S Temporary Global Note" means one or more global notes
bearing the Global Note Legend, the Temporary Global Note Legend and the Private
Placement Legend and deposited with, or on behalf of, and registered in the name
of, the Depositary or its nominee that shall represent the aggregate principal
amount at maturity of the Notes sold in reliance on Regulation S.

      "Regulation S Temporary Global Note Legend" means the legend set forth in
Section 2.06(g)(iii), which is required to be placed on all Regulation S
Temporary Global Notes issued under this Indenture.

      "Related Party" means:


            (i) any investment fund or other entity controlled by or under
      common control with, Madison Dearborn Partners, LLC or the principals that
      control Madison Dearborn Partners, LLC; or

            (ii) any trust, corporation, partnership or other entity, the
      beneficiaries, stockholders, partners, owners or Persons beneficially
      holding an 80% or more controlling interest of which consist of any one or
      more of Madison Dearborn Partners, LLC and/or such other Persons referred
      to in the immediately preceding clause (i).

      "Responsible Officer" means when used with respect to the Trustee, the
officer within the Corporate Trust Division of the Trustee (or any successor
unit, department or division of the Trustee) located at the Corporate Trust
Office of the Trustee, who has direct responsibility for the administration of
this Indenture and, for the purposes of Section 7.01(c)(ii) and the second
sentence of Section 7.05 shall also include any officer of the Trustee to whom
any corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject.

      "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

      "Restricted Global Note" means a Global Note bearing the Private Placement
Legend.


      "Restricted Investment" means an Investment other than a Permitted
Investment.

      "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

      "Rule 144" means Rule 144 promulgated under the Securities Act.

      "Rule 144A" means Rule 144A promulgated under the Securities Act.

      "Rule 903" means Rule 903 promulgated under the Securities Act.

      "Rule 904" means Rule 904 promulgated the Securities Act.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Senior Debt" means:


            (i) all Indebtedness of the Company outstanding under the Notes,
      whether outstanding on the date of this Indenture or thereafter incurred;



                                      -21-
<PAGE>
            (ii) any other Indebtedness incurred by the Company, unless the
      instrument under which such Indebtedness is incurred expressly provides
      that it is subordinated in right of payment to the Notes; and

            (iii) all Obligations with respect to the items listed in the
      preceding clauses (i) and (ii) (including any interest accruing subsequent
      to the filing of a petition of bankruptcy at the rate provided for in the
      documentation with respect thereto, whether or not such interest is an
      allowed claim under applicable law).

      Notwithstanding anything to the contrary in the preceding, Senior Debt
shall not include:

            (i) any liability for federal, state, local or other taxes owed or
      owing by the Company;

            (ii) any Indebtedness of the Company to any of its Subsidiaries;

            (iii) any trade payables of the Company; or

            (iv) the portion of any Indebtedness that is incurred in violation
      of this Indenture (but only to the extent so incurred).

      "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

      "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act and the Exchange Act, as such Regulation is in
effect on the date hereof.

      "S&P" means Standard & Poor's Ratings Group, or any successor to the
rating agency business thereof.

      "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

      "Stockholders Agreement" means the Stockholders Agreement, dated as of
March 12, 2004, among the Company, Madison Dearborn Capital Partners IV, L.P.,
each of the investors listed on the Schedule of Mitchell Investors attached
thereto and each of the management investors listed on the Schedule of
Executives attached thereto.

      "Subsidiary" means, with respect to any specified Person:

            (i) any corporation, association or other business entity of which
      more than 50% of the total voting power of shares of Capital Stock
      entitled (without regard to the occurrence of any contingency) to vote in
      the election of directors, managers or trustees of the corporation,
      association or other business entity is at the time owned or controlled,
      directly or indirectly, by that Person or one or more of the other
      Subsidiaries of that Person (or a combination thereof); and

                                      -22-
<PAGE>
            (ii) any partnership (a) the sole general partner or the managing
      general partner of which is such Person or a Subsidiary of such Person or
      (b) the only general partners of which are that Person or one or more
      Subsidiaries of that Person (or any combination thereof).

      "Subsidiary Guarantee" means, individually, any Guarantee of payment of
the Notes and Exchange Notes issued in a registered exchange offer pursuant to
the Registration Rights Agreement by a Guarantor pursuant to the terms of this
Indenture and any supplemental indenture hereto, and, collectively, all such
Guarantees.

      "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa 77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

      "Transactions" has the meaning set forth in the Offering Memorandum.

      "Transfer Restricted Securities" means each Note, until the earliest to
occur of (a) the date on which such Note is exchanged in the Exchange Offer and
entitled to be resold to the public by the Holder thereof without complying with
the prospectus delivery requirements of the Securities Act, (b) the date on
which such Note has been disposed of in accordance with a Shelf Registration
Statement, (c) the date on which such Note is disposed of by a Broker-Dealer
pursuant to the "Plan of Distribution" contemplated by the Exchange Offer
Registration Statement (including delivery of the Prospectus contained therein)
or (d) the date on which such Note is distributable to the public pursuant to
Rule 144 under the Securities Act.

      "Trustee" means the party named as such above until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

      "Unrestricted Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.

      "Unrestricted Global Note" means a Global Note in the form of Exhibit A
attached hereto that bears the Global Note Legend and that has the "Schedule of
Exchanges of Interests in the Global Note" attached thereto, and that is
deposited with or on behalf of and registered in the name of the Depositary,
representing Notes that do not bear the Private Placement Legend.

      "Unrestricted Subsidiary" means any Subsidiary of the Company (other than
CNMK Holding, Inc., Cinemark USA, Inc. or any successor to any of them) that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a Board Resolution, but only to the extent that such
Subsidiary:

            (i) has no Indebtedness other than Non-Recourse Debt;

            (ii) is not party to any agreement, contract, arrangement or
      understanding with the Company or any Restricted Subsidiary of the Company
      unless the terms of any such agreement, contract, arrangement or
      understanding are no less favorable to the Company or such Restricted
      Subsidiary than those that might be obtained at the time from Persons who
      are not Affiliates of the Company;

            (iii) is a Person with respect to which neither the Company nor any
      of its Restricted Subsidiaries has any direct or indirect obligation (a)
      to subscribe for additional Equity Interests or (b) to maintain or
      preserve such Person's financial condition or to cause such Person to
      achieve any specified levels of operating results;



                                      -23-
<PAGE>
            (iv) has not guaranteed or otherwise directly or indirectly provided
      credit support for any Indebtedness of the Company or any of its
      Restricted Subsidiaries;

            (v) either alone or in the aggregate with all other Unrestricted
      Subsidiaries, does not operate, directly or indirectly, all or
      substantially all of the business of the Company and its Subsidiaries.

      Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 and Section 4.17. If, at
any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09, the Company shall be in default of
such covenant. The Board of Directors of the Company may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (1) such Indebtedness
is permitted under Section 4.09, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period;
and (2) no Default or Event of Default would be in existence following such
designation.

      "U.S. Person" means a U.S. person as defined in Rule 902(k) under the
Securities Act.


      "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

      "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

            (i) the sum of the products obtained by multiplying (a) the amount
      of each then remaining installment, sinking fund, serial maturity or other
      required payments of principal, including payment at final maturity, in
      respect of the Indebtedness, by (b) the number of years (calculated to the
      nearest one-twelfth) that shall elapse between such date and the making of
      such payment; by

            (ii) the then outstanding principal amount of such Indebtedness.




                                      -24-
<PAGE>
SECTION 1.02. OTHER DEFINITIONS.


<TABLE>
<CAPTION>
                                               Term                                                         Defined in
                                                                                                              Section
<S>                                                                                                         <C>
"Affiliate Transaction"......................................................................                   4.11
"Asset Sale Offer"...........................................................................                   4.10
"Authenticating Agent".......................................................................                   2.02
"Authentication Order" ......................................................................                   2.02
"Change of Control Offer"....................................................................                   4.15
"Change of Control Payment"..................................................................                   4.15
"Change of Control Payment Date".............................................................                   4.15
"Covenant Defeasance"........................................................................                   8.03
"Custodian"..................................................................................                   6.01
"DTC"........................................................................................                   2.03
"Event of Default"...........................................................................                   6.01
"Excess Proceeds"............................................................................                   4.10
"incur"......................................................................................                   4.09
"Legal Defeasance"...........................................................................                   8.02
"Offer Amount"...............................................................................                   3.10
"Other Consideration"........................................................................                   4.10
"Paying Agent"...............................................................................                   2.03
"Payment Default"............................................................................                   6.01
"Purchase Date"..............................................................................                   4.10
"Registrar"..................................................................................                   2.03
"Restricted Payments"........................................................................                   4.07
"Special Redemption..........................................................................                   3.08
"Special Redemption Date"....................................................................                   3.08
"Special Redemption Price"...................................................................                   3.08
"Transaction Value"..........................................................................                   4.10
</TABLE>

SECTION 1.03. INCORPORATION BY REFERENCE OF TIA.


      Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

      The following TIA terms used in this Indenture have the following
meanings:

      "indenture securities" means the Notes;


      "indenture security holder" means a Holder of a Note;

      "indenture to be qualified" means this Indenture;


      "indenture trustee" or "institutional trustee" means the Trustee; and


      "obligor" on the Notes means the Company and any successor obligors upon
the Notes.


      All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule under
the TIA have the meanings so assigned to them.



                                      -25-
<PAGE>
SECTION 1.04. RULES OF CONSTRUCTION.


      Unless the context otherwise requires:

            (1) a term has the meaning assigned to it;

            (2) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with GAAP;

            (3) "or" is not exclusive;

            (4) words in the singular include the plural, and in the plural
      include the singular;

            (5) provisions apply to successive events and transactions;

            (6) "herein," "hereof," "hereunder" and other words of similar
      import refer to this Indenture (as amended or supplemented from time to
      time) and not to any particular Article, Section or other subdivision; and

            (7) references to sections of or rules under the Securities Act
      shall be deemed to include substitute, replacement of successor sections
      or rules adopted by the Commission from time to time.

                                   ARTICLE 2.

                                    THE NOTES

SECTION 2.01. FORM AND DATING.


            (a) General.


      The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. The
Company and the Trustee shall approve the forms of the Notes and any notation,
legend or endorsement on them. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $1,000 aggregate
principal amount at maturity and integral multiples thereof.

      The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any provision of
any Note conflicts with the express provisions of this Indenture, the provisions
of this Indenture shall govern and be controlling. Notes shall be dated the date
of their authentication.

      Notes issued in global form shall be substantially in the form of Exhibit
A attached hereto (including the Global Note Legend thereon and the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Notes issued in
definitive form shall be substantially in the form of Exhibit A attached hereto
(but without the Global Note Legend thereon and without the "Schedule of
Exchanges of Interests in the Global Note" attached thereto).

            (b) Global Notes.




                                      -26-
<PAGE>
      Each Global Note shall represent such of the outstanding Notes as shall be
specified therein and each shall provide that it shall represent the aggregate
principal amount at maturity of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount at maturity of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount at maturity of outstanding Notes represented thereby shall be
made by the Trustee, the Depositary or the Note Custodian, at the direction of
the Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.06 hereof.

            (c) Temporary Global Notes.


      Notes offered and sold in reliance on Regulation S shall be issued
initially in the form of the Regulation S Temporary Global Note, which shall
bear the Regulation S Temporary Global Note Legend and which shall be deposited
on behalf of the purchasers of the Notes represented thereby with the Trustee,
at its New York office, as custodian for the Depositary, and registered in the
name of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of Euroclear or Clearstream, duly executed
by the Company and authenticated by the Trustee as hereinafter provided. The
Distribution Compliance Period shall be terminated upon the receipt by the
Trustee of (i) a written certificate from the Depositary, together with copies
of certificates from Euroclear and Clearstream certifying that they have
received certification of non-United States beneficial ownership of 100% of the
aggregate principal amount at maturity of the Regulation S Temporary Global Note
(except to the extent of any beneficial owners thereof who acquired an interest
therein during the Distribution Compliance Period pursuant to another exemption
from registration under the Securities Act and who shall take delivery of a
beneficial ownership interest in a 144A Global Note or an IAI Global Note
bearing a Private Placement Legend, all as contemplated by Section 2.06(b)(iii)
hereof), and (ii) an Officers' Certificate from the Company. Following the
termination of the Distribution Compliance Period, beneficial interests in the
Regulation S Temporary Global Note shall be exchanged for beneficial interests
in Regulation S Permanent Global Notes pursuant to the Applicable Procedures.
Simultaneously with the authentication of Regulation S Permanent Global Notes,
the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate
principal amount at maturity of the Regulation S Temporary Global Note and the
Regulation S Permanent Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

            (d) Euroclear and Clearstream Procedures Applicable.


      The provisions of the "Operating Procedures of the Euroclear System" and
"Terms and Conditions Governing Use of Euroclear" and the "General Terms and
Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be
applicable to transfers of beneficial interests in the Regulation S Temporary
Global Note and the Regulation S Permanent Global Notes that are held by
Participants through Euroclear or Clearstream.

SECTION 2.02. EXECUTION AND AUTHENTICATION.


      An Officer of the Company shall sign the Notes for the Company by manual
or facsimile signature.

      If an Officer whose signature is on a Note no longer holds that office at
the time the Trustee authenticates the Note, the Note shall nevertheless be
valid.



                                      -27-
<PAGE>
      A Note shall not be valid until an authorized signatory of the Trustee
manually authenticates the Note. The signature of the Trustee on a Note shall be
conclusive evidence that the Note has been duly and validly authenticated and
issued under this Indenture.

      The Trustee shall, upon a written order of the Company signed by two
Officers of the Company or by an Officer and an Assistant Treasurer or an
Assistant Secretary of the Company (the "Authentication Order"), authenticate
(i) on the Issue Date $577,173,000 in aggregate principal amount at maturity of
Notes, (ii) at any time and from time to time thereafter, Additional Notes
(subject to the provisions of Section 2.13) in an aggregate principal amount at
maturity specified in such Authentication Order and (iii) Exchange Notes issued
in exchange for a like principal amount at maturity of Initial Notes or
Additional Notes tendered pursuant to an Exchange Offer. Such Authentication
Order shall specify (i) the amount of the Notes to be authenticated, (ii) the
date on which the Notes are to be authenticated, (iii) whether the Notes are to
be Initial Notes, Exchange Notes or Additional Notes and (iv) whether such Notes
shall bear the Global Note Legend, the Original Issue Discount Legend, the
Regulation S Temporary Global Note Legend and/or the Private Placement Legend.

      The Trustee may appoint an authenticating agent (the "Authenticating
Agent") acceptable to the Company to authenticate Notes. An Authenticating Agent
may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
Authenticating Agent. An Authenticating Agent has the same rights as an Agent to
deal with Holders or an Affiliate of the Company.

SECTION 2.03. REGISTRAR AND PAYING AGENT.


      The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Company shall cause each of the Registrar and the Paying Agent to maintain an
office or agency in the Borough of Manhattan, The City of New York. The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

      The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

      The Company initially appoints the Trustee to act as the Registrar and
Paying Agent. The Bank of New York Trust Company, N.A. shall act as Note
Custodian with respect to the Global Notes in accordance with its agreement with
DTC.

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.


      By no later than 11:00 a.m. (New York City time) on the date on which any
principal of or interest on any Notes is due and payable, the Company shall
deposit with the Paying Agent a sum sufficient in immediately available funds to
pay such principal or interest when due. The Company shall require each Paying
Agent other than the Trustee to agree in writing that the Paying Agent shall
hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal of or premium, if any, Additional
Interest, if any, or interest on the Notes, and shall notify the Trustee in
writing of any default by the Company in making any such payment. While any such
default


                                      -28-
<PAGE>
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed by such Paying
Agent. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or a Subsidiary) shall have no further liability for the money. If the
Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05. HOLDER LISTS.


      The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.06. TRANSFER AND EXCHANGE.


            (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes shall be exchanged
by the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary, (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee; or (iii) there shall have occurred and be
continuing a Default or Event of Default with respect to the Notes; provided
that in no event shall the Regulation S Temporary Global Note be exchanged by
the Company for Definitive Notes prior to (x) the expiration of the Distribution
Compliance Period and (y) the receipt by the Registrar of any certificates
required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act. Upon the
occurrence of any of the preceding events in (i), (ii) or (iii) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07, 2.10 and 9.05 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 or 9.05
hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a); however, beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 2.06(b), (c) or (f)
hereof.

            (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                  (i) Transfer of Beneficial Interests in the Same Global Note.
            Beneficial interests in any Restricted Global Note may be
            transferred to Persons who take delivery


                                      -29-
<PAGE>
            thereof in the form of a beneficial interest in the same Restricted
            Global Note in accordance with the transfer restrictions set forth
            in the Private Placement Legend and any Applicable Procedures;
            provided, however, that prior to the expiration of the Distribution
            Compliance Period, transfers of beneficial interests in the
            Temporary Regulation S Global Note may not be made to a U.S. Person
            or for the account or benefit of a U.S. Person (other than an
            Initial Purchaser or a "distributor" (as defined in Rule 902(d) of
            Regulation S)). Beneficial interests in any Unrestricted Global Note
            may be transferred to Persons who take delivery thereof in the form
            of a beneficial interest in an Unrestricted Global Note. Except as
            may be required by Applicable Procedures, no written orders or
            instructions shall be required to be delivered to the Registrar to
            effect the transfers described in this Section 2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
            in Global Notes. In connection with all transfers and exchanges of
            beneficial interests that are not subject to Section 2.06(b)(i)
            above, the transferor of such beneficial interest must deliver to
            the Registrar either (A) (1) a written order from a Participant or
            an Indirect Participant given to the Depositary in accordance with
            the Applicable Procedures directing the Depositary to credit or
            cause to be credited a beneficial interest in another Global Note in
            an amount equal to the beneficial interest to be transferred or
            exchanged and (2) instructions given in accordance with the
            Applicable Procedures containing information regarding the
            Participant account to be credited with such increase or (B) if
            permitted under Section 2.06(a) hereof, (1) a written order from a
            Participant or an Indirect Participant given to the Depositary in
            accordance with the Applicable Procedures directing the Depositary
            to cause to be issued a Definitive Note in an amount equal to the
            beneficial interest to be transferred or exchanged and (2)
            instructions given by the Depositary to the Registrar containing
            information regarding the Person in whose name such Definitive Note
            shall be registered to effect the transfer or exchange referred to
            in (B)(1) above; provided that in no event shall Definitive Notes be
            issued upon the transfer or exchange of beneficial interests in the
            Regulation S Temporary Global Note prior to (x) the expiration of
            the Distribution Compliance Period and (y) the receipt by the
            Registrar of any certificates required pursuant to Rule 903 under
            the Securities Act. Upon consummation of an Exchange Offer by the
            Company in accordance with Section 2.06(f) hereof, the requirements
            of this Section 2.06(b)(ii) shall be deemed to have been satisfied
            upon receipt by the Registrar of the instructions contained in the
            Letter of Transmittal delivered by the Holder of such beneficial
            interests in the Restricted Global Notes. Upon notification from the
            Registrar that all of the requirements for transfer or exchange of
            beneficial interests in Global Notes contained in this Indenture and
            the Notes or otherwise applicable under the Securities Act have been
            satisfied, the Trustee shall adjust the principal amount of the
            relevant Global Note(s) pursuant to Section 2.06(h) hereof.

                  (iii) Transfer of Beneficial Interests in a Restricted Global
            Note to Another Restricted Global Note. A beneficial interest in any
            Restricted Global Note may be transferred to a Person who takes
            delivery thereof in the form of a beneficial interest in another
            Restricted Global Note if the transfer complies with the
            requirements of Section 2.06(b)(ii) above and the Registrar and the
            Company receive the following:

                        (A) if the transferee shall take delivery in the form of
                  a beneficial interest in the 144A Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (1) thereof;

                        (B) if the transferee shall take delivery in the form of
                  a beneficial interest in the Regulation S Temporary Global
                  Note or the Regulation S Global Note,


                                      -30-
<PAGE>
                  then the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (2)
                  thereof; and

                        (C) if the transferee shall take delivery in the form of
                  a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications and certificates and
                  Opinion of Counsel required by item (3) thereof, if
                  applicable.

                  (iv) Transfer and Exchange of Beneficial Interests in a
            Restricted Global Note for Beneficial Interests in an Unrestricted
            Global Note. A beneficial interest in any Restricted Global Note may
            be exchanged by any holder thereof for a beneficial interest in an
            Unrestricted Global Note or transferred to a Person who takes
            delivery thereof in the form of a beneficial interest in an
            Unrestricted Global Note only if the exchange or transfer complies
            with the requirements of Section 2.06(b)(ii) above and:

                        (A) such exchange or transfer is effected pursuant to an
                  Exchange Offer in accordance with a Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, makes any and all certifications in
                  the applicable Letter of Transmittal or is deemed to have made
                  such certifications if delivery is made through the Applicable
                  Procedures as may be required by the Registration Rights
                  Agreement;

                        (B) such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                        (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                        (D) the Registrar and the Company receive the following:

                          (1) if the holder of such beneficial interest in a
                    Restricted Global Note proposes to exchange such beneficial
                    interest for a beneficial interest in an Unrestricted Global
                    Note, a certificate from such holder in the form of Exhibit
                    C hereto, including the certifications in item (1)(a)
                    thereof; or

                          (2) if the holder of such beneficial interest in a
                    Restricted Global Note proposes to transfer such beneficial
                    interest to a Person who shall take delivery thereof in the
                    form of a beneficial interest in an Unrestricted Global
                    Note, a certificate from such holder in the form of Exhibit
                    B hereto, including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar or the Company so requests or the Applicable Procedures so
            require, an Opinion of Counsel in form reasonably acceptable to the
            Registrar to the effect that such exchange or transfer is in
            compliance with the Securities Act and that the restrictions on
            transfer contained herein and in the Private Placement Legend are no
            longer required in order to maintain compliance with the Securities
            Act.

                                      -31-
<PAGE>
      If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof or in accordance with a previously delivered Authentication
Order, the Trustee shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to subparagraph (B) or (D) above.

                  (v) Transfer or Exchange of Beneficial Interests in
            Unrestricted Global Notes for Beneficial Interests in Restricted
            Global Notes Prohibited. Beneficial interests in an Unrestricted
            Global Note cannot be exchanged for, or transferred to Persons who
            take delivery thereof in the form of, beneficial interests in a
            Restricted Global Note.

            (c) Transfer or Exchange of Beneficial Interests in Global Notes for
            Definitive Notes.


                  (i) Beneficial Interests in Restricted Global Notes to
            Restricted Definitive Notes. Subject to Section 2.06(a) hereof, if
            any holder of a beneficial interest in a Restricted Global Note
            proposes to exchange such beneficial interest for a Restricted
            Definitive Note or to transfer such beneficial interest to a Person
            who takes delivery thereof in the form of a Restricted Definitive
            Note, then, upon receipt by the Registrar and the Company of the
            following documentation:

                        (A) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(a) thereof;

                        (B) if such beneficial interest is being transferred to
                  a QIB in accordance with Rule 144A under the Securities Act, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (1) thereof;

                        (C) if such beneficial interest is being transferred to
                  a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904 under the Securities Act, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                        (D) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(a)
                  thereof;

                        (E) if such beneficial interest is being transferred to
                  an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B) through (D)
                  above, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications, certificates and Opinion
                  of Counsel required by item (3) thereof, if applicable;

                        (F) if such beneficial interest is being transferred to
                  the Company or any of its Subsidiaries, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(b) thereof; or



                                      -32-
<PAGE>
                        (G) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof,

            the Trustee shall cause the aggregate principal amount of the
            applicable Global Note to be reduced accordingly pursuant to Section
            2.06(h) hereof, and the Company shall execute and upon receipt of an
            Authentication Order in accordance with Section 2.02 hereof or in
            accordance with a previously delivered Authentication Order, the
            Trustee shall authenticate and deliver to the Person designated in
            the instructions a Definitive Note in the appropriate principal
            amount. Any Restricted Definitive Note issued in exchange for a
            beneficial interest in a Restricted Global Note pursuant to this
            Section 2.06(c) shall be registered in such name or names and in
            such authorized denomination or denominations as the holder of such
            beneficial interest shall instruct the Registrar through
            instructions from the Depositary and the Participant or Indirect
            Participant. The Trustee shall deliver such Restricted Definitive
            Notes to the Persons in whose names such Notes are so registered.
            Any Restricted Definitive Note issued in exchange for a beneficial
            interest in a Restricted Global Note pursuant to this Section
            2.06(c)(i) shall bear the Private Placement Legend and shall be
            subject to all restrictions on transfer contained therein.

                  (ii) Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a
            beneficial interest in the Regulation S Temporary Global Note may
            not be exchanged for a Definitive Note or transferred to a Person
            who takes delivery thereof in the form of a Definitive Note prior to
            (x) the expiration of the Distribution Compliance Period and (y) the
            receipt by the Registrar of any certificates required pursuant to
            Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case
            of a transfer pursuant to an exemption from the registration
            requirements of the Securities Act other than Rule 903 or Rule 904.

                  (iii) Beneficial Interests in Restricted Global Notes to
            Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, a
            holder of a beneficial interest in a Restricted Global Note may
            exchange such beneficial interest for an Unrestricted Definitive
            Note or may transfer such beneficial interest to a Person who takes
            delivery thereof in the form of an Unrestricted Definitive Note only
            if:

                        (A) such exchange or transfer is effected pursuant to an
                  Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, makes any and all certifications in the applicable
                  Letter of Transmittal;

                        (B) such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                        (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                        (D) the Registrar and the Company receive the following:

                              (1) if the holder of such beneficial interest in a
                        Restricted Global Note proposes to exchange such
                        beneficial interest for an Unrestricted


                                      -33-
<PAGE>

                        Definitive Note, a certificate from such holder in the
                        form of Exhibit C hereto, including the certifications
                        in item (1)(b) thereof; or

                              (2) if the holder of such beneficial interest in a
                        Restricted Global Note proposes to transfer such
                        beneficial interest to a Person who shall take delivery
                        thereof in the form of an Unrestricted Definitive Note,
                        a certificate from such holder in the form of Exhibit B
                        hereto, including the certifications in item (4)
                        thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar or the Company so requests or if the Applicable Procedures
            so require, an Opinion of Counsel in form reasonably acceptable to
            the Registrar to the effect that such exchange or transfer is in
            compliance with the Securities Act and that the restrictions on
            transfer contained herein and in the Private Placement Legend are no
            longer required in order to maintain compliance with the Securities
            Act.

Upon satisfaction of the conditions of any of the clauses of this Section
2.06(c)(iii), the Company shall execute, and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof or in accordance with a previously
delivered Authentication Order, the Trustee shall authenticate and deliver to
the Person designated in the instructions an Unrestricted Definitive Note in the
appropriate principal amount, and the Trustee shall cause the aggregate
principal amount at maturity of the applicable Restricted Global Note to be
reduced in a corresponding amount pursuant to Section 2.06(h) hereof.

                  (iv) Beneficial Interests in Unrestricted Global Notes to
            Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, if
            any holder of a beneficial interest in an Unrestricted Global Note
            proposes to exchange such beneficial interest for an Unrestricted
            Definitive Note or to transfer such beneficial interest to a Person
            who takes delivery thereof in the form of an Unrestricted Definitive
            Note, then, upon satisfaction of the applicable conditions set forth
            in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate
            principal amount of the applicable Unrestricted Global Note to be
            reduced accordingly pursuant to Section 2.06(h) hereof, and the
            Company shall execute and, upon receipt of an Authentication Order
            in accordance with Section 2.02 hereof or in accordance with a
            previously delivered Authentication Order, the Trustee shall
            authenticate and deliver to the Person designated in the
            instructions an Unrestricted Definitive Note in the appropriate
            principal amount. Any Unrestricted Definitive Note issued in
            exchange for a beneficial interest pursuant to this Section
            2.06(c)(iv) shall be registered in such name or names and in such
            authorized denomination or denominations as the holder of such
            beneficial interest shall instruct the Registrar through
            instructions from the Depositary and the Participant or Indirect
            Participant. The Trustee shall deliver such Unrestricted Definitive
            Notes to the Persons in whose names such Notes are so registered.
            Any Unrestricted Definitive Note issued in exchange for a beneficial
            interest pursuant to this Section 2.06(c)(iv) shall not bear the
            Private Placement Legend.

            (d) Transfer and Exchange of Definitive Notes for Beneficial
            Interests in Global Notes.

                  (i) Restricted Definitive Notes to Beneficial Interests in
            Restricted Global Notes. If any Holder of a Restricted Definitive
            Note proposes to exchange such Note for a beneficial interest in a
            Restricted Global Note or to transfer such Restricted Definitive
            Notes to a Person who takes delivery thereof in the form of a
            beneficial interest in a Restricted Global Note, then, upon receipt
            by the Registrar and the Company of the following documentation:


                                      -34-
<PAGE>

                        (A) if the Holder of such Restricted Definitive Note
                  proposes to exchange such Note for a beneficial interest in a
                  Restricted Global Note, a certificate from such Holder in the
                  form of Exhibit C hereto, including the certifications in item
                  (2)(b) thereof;

                        (B) if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (1) thereof;

                        (C) if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                        (D) if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule
                  144, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (3)(a) thereof;

                        (E) if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                        (F) if such Restricted Definitive Note is being
                  transferred to either of the Company or any of its
                  Subsidiaries, a certificate to the effect set forth in Exhibit
                  B hereto, including the certifications in item (3)(b) thereof;
                  or

                        (G) if such Restricted Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

            the Trustee shall cancel the Restricted Definitive Note, increase or
            cause to be increased the aggregate principal amount of, in the case
            of clause (A) above, the appropriate Restricted Global Note, in the
            case of clause (B) above, the 144A Global Note, in the case of
            clause (C) above, the Regulation S Global Note, and in all other
            cases, the IAI Global Note.

                  (ii) Restricted Definitive Notes to Beneficial Interests in
            Unrestricted Global Notes. A Holder of a Restricted Definitive Note
            may exchange such Note for a beneficial interest in an Unrestricted
            Global Note or transfer such Restricted Definitive Note to a Person
            who takes delivery thereof in the form of a beneficial interest in
            an Unrestricted Global Note only if:

                        (A) such exchange or transfer is effected pursuant to an
                  Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, makes any and all
                  certifications in the applicable Letter of Transmittal;


                                      -35-
<PAGE>

                        (B) such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                        (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to an Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                        (D) the Registrar and the Company receives the
                  following:

                              (1) if the Holder of such Restricted Definitive
                        Note proposes to exchange such Note for a beneficial
                        interest in an Unrestricted Global Note, a certificate
                        from such Holder in the form of Exhibit C hereto,
                        including the certifications in item (1)(c) thereof; or

                              (2) if the Holder of such Restricted Definitive
                        Note proposes to transfer such Note to a Person who
                        shall take delivery thereof in the form of a beneficial
                        interest in an Unrestricted Global Note, a certificate
                        from such Holder in the form of Exhibit B hereto,
                        including the certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), if the
            Registrar and the Company request or if the Applicable Procedures so
            require, an Opinion of Counsel in form reasonably acceptable to the
            Registrar to the effect that such exchange or transfer is in
            compliance with the Securities Act and that the restrictions on
            transfer contained herein and in the Private Placement Legend are no
            longer required in order to maintain compliance with the Securities
            Act.

                  Upon satisfaction of the conditions of any of the
            subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel
            such Restricted Definitive Note and increase or cause to be
            increased the aggregate principal amount of the Unrestricted Global
            Note.

                  (iii) Unrestricted Definitive Notes to Beneficial Interests in
            Unrestricted Global Notes. A Holder of an Unrestricted Definitive
            Note may exchange such Note for a beneficial interest in an
            Unrestricted Global Note or transfer such Unrestricted Definitive
            Note to a Person who takes delivery thereof in the form of a
            beneficial interest in an Unrestricted Global Note at any time. Upon
            receipt of a request for such an exchange or transfer, the Trustee
            shall cancel the applicable Unrestricted Definitive Note and
            increase or cause to be increased the aggregate principal amount of
            one of the Unrestricted Global Notes.

                  (iv) Transfer or Exchange of Unrestricted Definitive Notes to
            Beneficial Interests in Restricted Global Notes Prohibited. An
            Unrestricted Definitive Note may not be exchanged for, or
            transferred to Persons who take delivery thereof in the form of,
            beneficial interests in a Restricted Global Note.

                  (v) Issuance of Unrestricted Global Notes. If any such
            exchange or transfer from a Definitive Note to a beneficial interest
            in an Unrestricted Global Note is effected pursuant to subparagraphs
            (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted
            Global Note has not yet been issued, the Company shall issue and,
            upon receipt of an Authentication Order in accordance with Section
            2.02 hereof or in accordance with a previously delivered
            Authentication Order, the Trustee shall authenticate one or more


                                      -36-
<PAGE>

            Unrestricted Global Notes in an aggregate principal amount equal to
            the principal amount of Definitive Notes so transferred.

            (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by such Holder's attorney, duly authorized in writing. In addition, the
requesting Holder shall provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.06(e).

                  (i) Restricted Definitive Notes to Restricted Definitive
            Notes. Any Restricted Definitive Note may be transferred to and
            registered in the name of Persons who take delivery thereof in the
            form of a Restricted Definitive Note if the Registrar receives the
            following:

                        (A) if the transfer shall be made pursuant to Rule 144A,
                  then the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                        (B) if the transfer shall be made pursuant to Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit B hereto, including the certifications in
                  item (2) thereof; and

                        (C) if the transfer shall be made pursuant to any other
                  exemption from the registration requirements of the Securities
                  Act, then the transferor must deliver a certificate in the
                  form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (ii) Restricted Definitive Notes to Unrestricted Definitive
            Notes. Any Restricted Definitive Note may be exchanged by the Holder
            thereof for an Unrestricted Definitive Note or transferred to a
            Person or Persons who take delivery thereof in the form of an
            Unrestricted Definitive Note only if:

                        (A) such exchange or transfer is effected pursuant to an
                  Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, makes any and all
                  certifications in the applicable Letter of Transmittal;

                        (B) any such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                        (C) any such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                        (D) the Registrar and the Company receive the following:

                              (1) if the Holder of such Restricted Definitive
                        Notes proposes to exchange such Notes for an
                        Unrestricted Definitive Note, a certificate


                                      -37-
<PAGE>

                        from such Holder in the form of Exhibit C hereto,
                        including the certifications in item (1)(d) thereof; or

                              (2) if the Holder of such Restricted Definitive
                        Notes proposes to transfer such Notes to a Person who
                        shall take delivery thereof in the form of an
                        Unrestricted Definitive Note, a certificate from such
                        Holder in the form of Exhibit B hereto, including the
                        certifications in item (4) thereof;

            and, in each such case set forth in this subparagraph (D), an
            Opinion of Counsel in form reasonably acceptable to the Company to
            the effect that such exchange or transfer is in compliance with the
            Securities Act and that the restrictions on transfer contained
            herein and in the Private Placement Legend are no longer required in
            order to maintain compliance with the Securities Act.

      Upon satisfaction of the conditions of any of the clauses of Section
2.06(e)(ii), the Trustee shall cancel the prior Restricted Definitive Note and
the Company shall execute, and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof or in accordance with a previously delivered
Authentication Order, the Trustee shall authenticate and deliver to the Person
designated in the instructions an Unrestricted Definitive Note in the
appropriate principal amount.

                  (iii) Unrestricted Definitive Notes to Unrestricted Definitive
            Notes. A Holder of Unrestricted Definitive Notes may transfer such
            Notes to a Person who takes delivery thereof in the form of an
            Unrestricted Definitive Note. Upon receipt of a request to register
            such a transfer, the Registrar shall register the Unrestricted
            Definitive Notes pursuant to the instructions from the Holder
            thereof.

            (f) Exchange Offer. Upon the occurrence of an Exchange Offer in
accordance with a Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount at maturity equal to the principal amount at maturity
of the beneficial interests in the applicable Restricted Global Notes tendered
for acceptance by Persons that make any and all certifications in the applicable
Letter of Transmittal or are deemed to have made such certifications if delivery
is made through the Applicable Procedures as may be required by such
Registration Rights Agreement and accepted for exchange in the Exchange Offer
and (ii) Unrestricted Definitive Notes in an aggregate principal amount at
maturity equal to the principal amount at maturity of the Restricted Definitive
Notes tendered for acceptance by Persons who made the foregoing certifications
and accepted for exchange in the Exchange Offer. Concurrently with the issuance
of such Notes, the Trustee shall cause the aggregate principal amount at
maturity of the applicable Restricted Global Notes to be reduced accordingly,
and the Company shall execute and the Trustee shall authenticate and deliver to
the Persons designated by the Holders of Restricted Definitive Notes so accepted
Unrestricted Definitive Notes in the appropriate principal amount.

            (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                  (i) Private Placement Legend.

                        (A) Except as permitted by subparagraph (B) below, each
                  Global Note and each Definitive Note (and all Notes issued in
                  exchange therefor or substitution thereof) shall bear the
                  legend in substantially the following form:


                                      -38-
<PAGE>

                  THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
                  OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR
                  PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
                  TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
                  THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS
                  EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT. EACH PURCHASER OF THE SECURITY
                  EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
                  RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
                  THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE
                  HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS
                  THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
                  IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S.
                  PERSON AND IS ACQUIRING ITS NOTE IN AN "OFFSHORE TRANSACTION"
                  PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
                  (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO
                  YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144
                  (K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION
                  THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
                  (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH
                  THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
                  THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER
                  DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE
                  "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR
                  OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B)
                  PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
                  EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
                  NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
                  PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
                  BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
                  PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
                  QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
                  TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE
                  UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
                  PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
                  MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)
                  PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES
                  THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS
                  TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
                  LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE
                  REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE
                  OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE
                  DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
                  INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF
                  THE FOREGOING CASES, TO


                                      -39-
<PAGE>

                  REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING
                  ON THE OTHER SIDE OF THE NOTE IS COMPLETED AND DELIVERED BY
                  THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED
                  UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
                  TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE
                  TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE
                  MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
                  ACT."

                        (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraphs (b)(iv),
                  (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
                  of this Section 2.06 (and all Notes issued in exchange
                  therefor or substitution thereof) shall not bear the Private
                  Placement Legend.

                  (ii) Global Note Legend. Each Global Note shall bear a legend
            in substantially the following form:

                  "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
                  SECURITIES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
                  TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
                  OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE DEPOSITARY,
                  OR BY THE DEPOSITARY OR NOMINEE OF A SUCCESSOR DEPOSITARY, OR
                  ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
                  SUCCESSOR DEPOSITARY. TRANSFERS OF THE GLOBAL NOTE SHALL BE
                  LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF
                  CEDE & CO., OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
                  NOMINEE, AND TRANSFERS OF PORTIONS OF THE GLOBAL NOTE SHALL BE
                  LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
                  SET FORTH IN THE INDENTURE"

                  "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
                  CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
                  REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
                  CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
                  SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE
                  & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
                  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
                  INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                  INTEREST HEREIN."

                  (iii) Regulation S Temporary Global Note Legend. The
            Regulation S Temporary Global Note shall bear a legend in
            substantially the following form:

                  "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
                  NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
                  FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS
                  DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS
                  OF THIS REGULATION S


                                      -40-
<PAGE>

                  TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF
                  INTEREST HEREON."

                  (iv) Original Issue Discount Legend. Each Note shall bear a
            legend in substantially the following form:

                  "FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE
                  INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING
                  ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL
                  AMOUNT OF THIS NOTE, THE ISSUE PRICE IS $______, THE AMOUNT OF
                  ORIGINAL ISSUE DISCOUNT IS $______ PER $1,000 PRINCIPAL AMOUNT
                  AT MATURITY OF THIS NOTE, THE ISSUE DATE IS __________ AND THE
                  YIELD TO MATURITY IS _____% PER ANNUM."

            (h) Cancellation and/or Adjustment of Global Notes.

      At such time as all beneficial interests in a particular Global Note have
been exchanged for Definitive Notes or a particular Global Note has been
redeemed, repurchased or canceled in whole and not in part, each such Global
Note shall be returned to or retained and canceled by the Trustee in accordance
with Section 2.11 hereof. At any time prior to such cancellation, if any
beneficial interest in a Global Note is exchanged for or transferred to a Person
who shall take delivery thereof in the form of a beneficial interest in another
Global Note or for Definitive Notes, the principal amount at maturity of Notes
represented by such Global Note shall be reduced accordingly and an endorsement
shall be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who shall take
delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.

            (i) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
            Company shall execute and the Trustee shall authenticate Global
            Notes and Definitive Notes upon the Company's order.

                  (ii) No service charge shall be made to a holder of a
            beneficial interest in a Global Note or to a Holder of a Definitive
            Note for any registration of transfer or exchange, but the Company
            may require payment of a sum sufficient to cover any transfer tax or
            similar governmental charge payable in connection therewith (other
            than any such transfer taxes or similar governmental charge payable
            upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.10,
            4.15 and 9.05 hereof).

                  (iii) The Registrar shall not be required to register the
            transfer of or to exchange any Note selected for redemption in whole
            or in part, except the unredeemed portion of any Note being redeemed
            in part.

                  (iv) All Global Notes and Definitive Notes issued upon any
            registration of transfer or exchange of Global Notes or Definitive
            Notes shall be the valid obligations of the Company, evidencing the
            same debt, and entitled to the same benefits under this Indenture,
            as the Global Notes or Definitive Notes surrendered upon such
            registration of transfer or exchange.


                                      -41-
<PAGE>

                  (v) The Registrar shall not be required (A) to issue, to
            register the transfer of or to exchange any Notes during a period
            beginning at the opening of business 15 days before the day of any
            selection of Notes for redemption under Section 3.02 hereof and
            ending at the close of business on the day of selection or (B) to
            register the transfer of or to exchange any Note so selected for
            redemption in whole or in part, except the unredeemed portion of any
            Note being redeemed in part.

                  (vi) The Trustee, any Agent and the Company may deem and treat
            the Person in whose name any Note is registered as the absolute
            owner of such Note for the purpose of receiving payment of principal
            of and interest on such Notes and for all other purposes, and none
            of the Trustee, any Agent or the Company shall be affected by notice
            to the contrary.

                  (vii) The Trustee shall authenticate Global Notes and
            Definitive Notes in accordance with the provisions of Section 2.02
            hereof.

                  (viii) All certifications, certificates and Opinions of
            Counsel required to be submitted to the Registrar pursuant to this
            Section 2.06 to effect a registration of transfer or exchange may be
            submitted by facsimile.

                  (ix) The Trustee is hereby authorized and directed to enter
            into a letter of representations with the Depositary in the form
            provided by the Company and to act in accordance with such letter.

                  (x) Subject to compliance with any applicable additional
            requirements contained in this Article, when a Note is presented to
            the Registrar with a request to register a transfer thereof or to
            exchange such Note for an equal principal amount of Notes of other
            authorized denominations, the Registrar shall register the transfer
            or make the exchange as requested; provided, however, that every
            Note presented or surrendered for registration of transfer or
            exchange shall be duly endorsed or accompanied by an assignment form
            and, if applicable, a transfer certificate, each in the form
            included in Exhibit A attached hereto and in form satisfactory to
            the Registrar and each duly executed by the Holder thereof or its
            attorney duly authorized in writing. To permit registration of
            transfers and exchanges, upon surrender of any Note for registration
            of transfer or exchange at an office or agency maintained for such
            purpose pursuant to Section 2.3, the Company shall execute, and the
            Trustee shall authenticate, Notes of a like aggregate principal
            amount at maturity at the Registrar's request.

                  (xi) Any Registrar appointed pursuant to Section 2.3 shall
            provide to the Trustee such information as the Trustee may
            reasonably require in connection with the delivery by such Registrar
            of Notes upon transfer or exchange of Notes.

                  (xii) The Trustee shall have no obligation or duty to monitor,
            determine or inquire as to compliance with any restrictions on
            transfer imposed under this Indenture or under applicable law with
            respect to any transfer of any interest in any Note (including any
            transfers between or among Participants or other beneficial owners
            of interests in any Global Note) other than to require delivery of
            such certificates and other documentation or evidence as are
            expressly required by, and to do so if and when expressly required
            by the terms of, this Indenture, and to examine the same to
            determine substantial compliance as to form with the express
            requirements hereof.


                                      -42-
<PAGE>

                  (xiii) None of the Company, the Trustee or any Paying Agent
            shall have any responsibility or liability for any aspect of the
            records relating to, or payments made on account of or transfers of,
            beneficial ownership interests in a Global Note or for maintaining,
            supervising or reviewing any records relating to such beneficial
            ownership interests.

                  (xiv) None of the Company, the Trustee or the Registrar shall
            have any liability for any acts or omissions of the Depositary, for
            any Depositary records of beneficial interests, for any transaction
            between the Depositary or any Participant and/or beneficial owners,
            for any transfers of beneficial interests in the Notes, or in
            respect of any transfers effected by the Depositary or by any
            Participant or any beneficial owner of any interest in any Notes
            held through any such Participant.

SECTION 2.07. REPLACEMENT NOTES.

      If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order or in accordance with a previously delivered Authentication
Order, shall authenticate a replacement Note if the Trustee's requirements are
met. If required by the Trustee or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the
Company to protect the Company, the Trustee, any Agent and any Authenticating
Agent from any loss that any of them may suffer if a Note is replaced. The
Company and the Trustee may charge for their expenses in replacing a Note.

      Every replacement Note issued in accordance with this Section 2.07 is an
additional obligation of the Company and any other obligor upon the Notes and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

      The Company and the Trustee may charge the Holder for their expenses in
replacing a Note. In the event any such mutilated, lost, destroyed or wrongfully
taken Note has become or is about to become due and payable, the Company in its
discretion may pay such Note instead of issuing a new Note in replacement
thereof.

      The provisions of this Section 2.07 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, lost, destroyed or wrongfully taken Notes.

SECTION 2.08. OUTSTANDING NOTES.

      The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary shall not be deemed
to be outstanding for purposes of Section 3.07(b) hereof.

      If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

      If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.


                                      -43-
<PAGE>

      If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes shall
be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.09. TREASURY NOTES.

      In determining whether the Holders of the required principal amount at
maturity of Notes have concurred in any direction, waiver or consent, Notes
owned by the Company, or by any Affiliate of the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.

SECTION 2.10. TEMPORARY NOTES.

      Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

      Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture equally and proportionately with all other Notes duly issued
hereunder.

SECTION 2.11. CANCELLATION.

      The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose
canceled Notes in accordance with customary practices (subject to the record
retention requirement of the Exchange Act). Certification of the disposal of all
canceled Notes shall be delivered to the Company from time to time upon written
request. The Company may not issue new Notes to replace Notes that it has paid
or that have been delivered to the Trustee for cancellation.

SECTION 2.12. DEFAULTED INTEREST.

      If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

SECTION 2.13. ISSUANCE OF ADDITIONAL NOTES.

      The Company shall be entitled, subject to its compliance with Section
4.09, to issue Additional Notes under this Indenture which shall have identical
terms as the Initial Notes issued on the Issue Date or


                                      -44-
<PAGE>

the Exchange Notes issued in exchange for the Initial Notes, other than with
respect to the date of issuance and issue price, first payment of interest and
rights under a related Registration Rights Agreement, if any.

      With respect to any Additional Notes, the Company shall set forth in a
resolution of the Board of Directors and an Officers' Certificate, a copy of
each which shall be delivered to the Trustee, the following information:

            (a) the aggregate principal amount at maturity of such Additional
      Notes to be authenticated and delivered pursuant to this Indenture;

            (b) the issue price, the issue date and the CUSIP number and
      corresponding ISIN of such Additional Notes; and

            (c) whether such Additional Notes shall be Transfer Restricted
      Securities and issued in the form of Initial Notes as set forth in Exhibit
      A to this Indenture or shall be issued in the form of Exchange Notes as
      set forth in Exhibit A to this Indenture.

SECTION 2.14. ONE CLASS OF SECURITIES.

      The Initial Notes issued on the Issue Date, any Additional Notes and all
Exchange Notes issued in exchange therefor shall be treated as a single class
for all purposes under this Indenture.

SECTION 2.15. CUSIP, ISIN OR OTHER SIMILAR NUMBERS.

      The Company in issuing the Notes may use "CUSIP," "ISIN" or other similar
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP,"
"ISIN" or other similar numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
shall promptly notify the Trustee of any change in the "CUSIP," "ISIN" or other
similar numbers.

                                   ARTICLE 3.

                            REDEMPTION AND PREPAYMENT

SECTION 3.01. NOTICES TO TRUSTEE.

      If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, the Company shall furnish to the Trustee, at
least 45 days but not more than 60 days (unless a shorter period is acceptable
to the Trustee) (or, in the case of a redemption pursuant to such Section 3.08,
by 11:00 a.m. Texas time (or such other time of day acceptable to the Trustee
which will permit it to give the notice referred to in the last paragraph of
Section 3.03) at least one Business Day prior to the Special Redemption Date)
before a redemption date, an Officers' Certificate setting forth (i) the clause
of this Indenture pursuant to which the redemption shall occur, (ii) the
redemption date, (iii) the Accreted Value of Notes to be redeemed and (iv) the
redemption price (expressed as a percentage or principal amount).


                                      -45-
<PAGE>

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.

      If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee shall deem fair and appropriate;
provided that no Notes of $1,000 in aggregate principal amount at maturity or
less shall be redeemed in part. In the event of partial redemption by lot, the
particular Notes to be redeemed shall be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption date by
the Trustee from the outstanding Notes not previously called for redemption.

      The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount at maturity thereof to be redeemed. Notes and
portions of Notes selected shall be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTIOPN 3.03. NOTICE OF REDEMPTION.

      Except as provided in Section 3.08, at least 30 days but not more than 60
days before a redemption date, the Company shall mail or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address, except that redemption notices may be mailed
more than 60 days prior to a redemption date if the notice is issued in
connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture.

      The notice shall identify the Notes to be redeemed and shall state:

            (a) the redemption date;

            (b) the redemption price;

            (c) if any Note is being redeemed in part, the portion of the
      principal amount at maturity of such Note to be redeemed and that, after
      the redemption date upon surrender of such Note, a new Note or Notes in
      principal amount at maturity equal to the unredeemed portion shall be
      issued upon cancellation of the original Note;

            (d) the name and address of the Paying Agent;

            (e) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

            (f) that, unless the Company defaults in making such redemption
      payment, original issue discount on Notes called for redemption ceases to
      accrete and interest on Notes called for redemption ceases to accrue, in
      each case, on and after the redemption date;

            (g) the paragraph of the Notes and/or Section of this Indenture
      pursuant to which the Notes called for redemption are being redeemed; and


                                      -46-
<PAGE>

            (h) that no representation is made as to the correctness or accuracy
      of the CUSIP or ISIN number, if any, listed in such notice or printed on
      the Notes.

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 45 days prior to the redemption
date (unless a shorter period is acceptable to the Trustee), an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

      Notwithstanding the foregoing, in the event that the Notes will be
redeemed pursuant to the Special Redemption as set forth in Section 3.08, the
Trustee shall, at the Company's request and in the Company's name and expense,
give notice of such redemption to each Holder in accordance with this Section at
least one Business Day prior to the Special Redemption Date.

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.

      Once notice of redemption is mailed in accordance with Section 3.03 hereof
or delivered in accordance with Section 3.08 hereof, Notes called for redemption
shall become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may not be conditional.

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

      Prior to 11:00 a.m. New York City time on the redemption date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption price of and accrued interest and Additional Interest, if any, on
all Notes to be redeemed on that date. Subject to applicable abandoned property
laws, the Trustee or the Paying Agent shall promptly, upon request, return to
the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of, and
accrued interest and Additional Interest on, all Notes to be redeemed.

      If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, original issue discount shall cease to accrete
and interest shall cease to accrue on the Notes or the portions of Notes called
for redemption. If a Note is redeemed on or after an interest record date but on
or prior to the related interest payment date, then any accrued and unpaid
interest shall be paid to the Person in whose name such Note was registered at
the close of business on such record date. If any Note called for redemption
shall not be so paid upon surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest shall be paid on the
unpaid principal, from the redemption date until such principal is paid, and to
the extent lawful on any interest not paid on such unpaid principal, in each
case at the rate provided in the Notes and in Section 4.01 hereof.

SECTION 3.06. NOTES REDEEMED IN PART.

      Upon surrender of a Note that is redeemed in part, the Company shall issue
and, upon receipt of an Authentication Order, the Trustee shall authenticate for
the Holder at the expense of the Company a new Note equal in principal amount at
maturity to the unredeemed portion of the Note surrendered.

SECTION 3.07. OPTIONAL REDEMPTION.

            (a) At any time prior to March 15, 2007, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount at maturity
of Notes issued under this Indenture (including any Additional Notes) at a
redemption price of 109.750% of the Accreted Value


                                      -47-
<PAGE>

thereof on the redemption date, plus accrued and unpaid Additional Interest, if
any, to the redemption date, with the net cash proceeds of one or more Equity
Offerings by the Company, provided that:

                  (i) at least 65% of the aggregate principal amount at maturity
            of Notes issued under this Indenture (including any Additional
            Notes) remains outstanding immediately after the occurrence of such
            redemption (excluding Notes held by the Company or any of its
            Subsidiaries); and

                  (ii) the redemption occurs within 90 days of the date of the
            closing of such Equity Offering.

            Except pursuant to the preceding paragraph, the Notes shall not be
      redeemable at the Company's option prior to March 15, 2009.

            (b) On and after March 15, 2009, the Company may redeem all or a
part of the Notes upon not less than 30 nor more than 60 days' notice except
that a redemption notice may be mailed more than 60 days prior to a redemption
if the notice is issued in connection with a defeasance of the notes or a
satisfaction and discharge of the indenture, at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued and unpaid
interest and Additional Interest, if any, on the Notes redeemed, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on of the years indicated below:

<TABLE>
<CAPTION>
YEAR                                                                  Percentage
----                                                                  ----------
<S>                                                                   <C>
2009..............................................................      104.875%
2010..............................................................      103.250%
2011..............................................................      101.625%
2012 and thereafter...............................................      100.000%
</TABLE>

SECTION 3.08. MANDATORY SPECIAL REDEMPTION.

      Notwithstanding the foregoing, in the event that the Recapitalization is
not consummated on or prior to May 12, 2004 or if the Merger Agreement is
terminated prior to such time, the Company shall redeem (the "Special
Redemption") the Notes, in whole but not in part, on or prior to May 14, 2004,
at a redemption price (the "Special Redemption Price") in cash equal to 100.0%
of the Accreted Value of the Notes on the Special Redemption Date. The "Special
Redemption Date" means the earlier of the date specified by the Company in an
Officers' Certificate delivered in accordance with the Escrow Agreement and May
14, 2004. The Trustee shall deliver to each Holder a written notice (specifying
the information specified in Section 3.03) of the Special Redemption one
Business Day prior to the Special Redemption Date.

                                   ARTICLE 4.

                                    COVENANTS

SECTION 4.01. PAYMENT OF NOTES.

      The Company shall pay or cause to be paid the principal of or premium, if
any, Additional Interest, if any, or interest on the Notes on the dates and in
the manner provided in the Notes and this Indenture. Principal, premium, if any,
interest and Additional Interest, if any, shall be considered paid on the date
due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 11:00


                                      -48-
<PAGE>

a.m. Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal of or
premium, if any, Additional Interest, if any, or interest on the Notes then due.
The Company shall pay all Additional Interest, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement.

      The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

      The Company shall make all interest, premium, if any, Additional Interest,
if any, and principal payments by wire transfer of immediately available funds
to any Holder who shall have given written directions to the Company or the
Paying Agent to make such payments by wire transfer pursuant to the wire
transfer instructions supplied to the Company or the Paying Agent by such Holder
on or prior to the applicable record date. All other payments on Notes will be
made at the office or agency of the paying agent and registrar within the City
and State of New York unless the Company elects to make interest payments by
check mailed to the Holders at their address set forth in the register of
Holders.

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

      The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

      The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

      The Company hereby designates the New York Office of the Trustee as one
such office or agency of the Company in accordance with Section 2.03.

SECTION 4.03. REPORTS.

      Whether or not required by the Commission, so long as any Notes are
outstanding, the Company shall furnish to the Holders of Notes, within the time
periods specified in the Commission's rules and regulations:

            (i) all quarterly and annual financial information that would be
      required to be contained in a filing with the Commission on Forms 10-Q and
      10-K if the Company were required to file such Forms, including a
      "Management's Discussion and Analysis of Financial Condition and Results
      of Operations" and, with respect to the annual information only, a report
      on the annual financial statements by the Company's certified independent
      accountants; and


                                      -49-
<PAGE>

            (ii) all current reports that would be required to be filed with the
      Commission on Form 8-K if the Company were required to file such reports.

      If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph shall include an unaudited consolidating balance sheet
and related statements of income and cash flows for the Company and its
Subsidiaries, separately identifying the (a) Company and the Restricted
Subsidiaries and (b) the Unrestricted Subsidiaries of the Company, in all
reports containing the consolidated financial statements (which in the case of
annual reports shall be audited) of the Company.

      In addition, following the consummation of the Exchange Offer contemplated
by the Registration Rights Agreement, whether or not required by the Commission,
the Company shall file a copy of all of the information and reports referred to
in clauses (i) and (ii) above with the Commission for public availability within
the time periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. In addition, the
Company has agreed that, for so long as any Notes remain outstanding, it shall
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

      The Company also shall comply with the other provisions of TIA Section
314(a). Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely conclusively on Officers' Certificates). The Trustee shall have
no duty or responsibility to review such reports, information or documents.

SECTION 4.04. COMPLIANCE CERTIFICATE.

            (a) The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year of the Company, an Officers' Certificate stating
that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto).

            (b) So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(i) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) to the effect that in making the
examination necessary for certification of such financial statements, nothing
has come to their attention that would lead them to believe that the Company has
violated any provisions of Article 4 or Article 5 hereof or, if any such
violation has occurred, specifying the nature and period of existence thereof,
it being understood that such accountants shall not be liable directly or
indirectly to any Person for any failure to obtain knowledge of any such
violation.

            (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers'


                                      -50-
<PAGE>

Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.

SECTION 4.05. TAXES.

      The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent all material taxes, assessments, and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, except
such as are contested in good faith and by appropriate proceedings or where the
failure to pay or discharge the same would not have a material adverse effect on
the ability of the Company to perform its obligations under the Notes or this
Indenture.

SECTION 4.06. STAY, EXTENSION AND USURY LAWS.

      The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.

SECTION 4.07. RESTRICTED PAYMENTS.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

            (i) declare or pay any dividend or make any other payment or
      distribution on account of the Company's or any of its Restricted
      Subsidiaries' Equity Interests (including, without limitation, any payment
      in connection with any merger or consolidation involving the Company or
      any of its Restricted Subsidiaries) or to the direct or indirect holders
      of the Company's or any of its Restricted Subsidiaries' Equity Interests
      in their capacity as such (other than dividends or distributions payable
      (a) in Equity Interests (other than Disqualified Stock) of the Company or
      (b) to the Company or a Restricted Subsidiary of the Company);

            (ii) purchase, redeem or otherwise acquire or retire for value
      (including, without limitation, in connection with any merger or
      consolidation involving the Company) any Equity Interests of the Company
      or any direct or indirect parent of the Company;

            (iii) make any payment on or with respect to, or purchase, redeem,
      defease or otherwise acquire or retire for value any Indebtedness (other
      than any Indebtedness held by the Company or a Guarantor) that is
      subordinated to the Notes or the Subsidiary Guarantees, if any, except a
      payment of interest or principal at the Stated Maturity thereof; or

            (iv) make any Restricted Investment (all such payments and other
      actions set forth in these clauses (i) through (iv) above being
      collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

            (i) no Default or Event of Default has occurred and is continuing or
      would occur as a consequence of such Restricted Payment;


                                      -51-
<PAGE>

            (ii) the Company would, at the time of such Restricted Payment and
      after giving pro forma effect thereto as if such Restricted Payment had
      been made at the beginning of the applicable four-quarter period, have
      been permitted to incur at least $1.00 of additional Indebtedness pursuant
      to the Fixed Charge Coverage Ratio test set forth in the first paragraph
      of Section 4.09; and

            (iii) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries after the Issue Date (excluding Restricted Payments permitted
      by clauses (ii), (iii), (iv), (vi), (x) and (xi) of the next succeeding
      paragraph), is less than the sum, without duplication, of:

                  (a) 50% of the Consolidated Net Income of the Company for the
            period (taken as one accounting period) from February 11, 2003 to
            the end of the Company's most recently ended fiscal quarter for
            which internal financial statements are available at the time of
            such Restricted Payment (or, if such Consolidated Net Income for
            such period is a deficit, less 100% of such deficit), plus

                  (b) 100% of the fair market value of the Qualified Proceeds
            received by the Company after the Recapitalization Date as a
            contribution to its equity capital or from the issue or sale of
            Equity Interests of the Company (other than Excluded Contributions
            and Disqualified Stock) or from the issue or sale of convertible or
            exchangeable Disqualified Stock or convertible or exchangeable debt
            securities of the Company that have been converted into or exchanged
            for such Equity Interests (other than Equity Interests (or
            Disqualified Stock or debt securities) sold to a Subsidiary of the
            Company or an employee stock ownership plan, option plan or similar
            trust to the extent such sale to an employee stock ownership plan or
            similar trust is financed by loans from or guaranteed by the Company
            or any Restricted Subsidiary unless such loans have been repaid with
            cash on or prior to the date of determination), plus

                  (c) to the extent that any Restricted Investment that was made
            after the Issue Date is sold for cash or otherwise liquidated or
            repaid for cash, the cash return of capital and other transfers of
            assets with respect to such Restricted Investment (less the cost of
            disposition, if any); provided, however, that no amount shall be
            included under this clause (c) to the extent it is already included
            in Consolidated Net Income, plus

                  (d) to the extent that any Unrestricted Subsidiary of the
            Company is redesignated as a Restricted Subsidiary after the Issue
            Date, the lesser of (1) the fair market value of the Company's
            Investment in such Subsidiary as of the date of such redesignation
            or (2) such fair market value as of the date on which such
            Subsidiary was originally designated as an Unrestricted Subsidiary.

      The preceding provisions shall not prohibit:

            (i) the payment of any dividend or distribution within 60 days after
      the date of declaration thereof, if at the date of declaration the
      dividend or distribution payment would have complied with the provisions
      of this Indenture;

            (ii) the redemption, repurchase, retirement, defeasance or other
      acquisition of any subordinated Indebtedness of the Company or of any
      Equity Interests of the Company in exchange for, or out of the net cash
      proceeds of the substantially concurrent sale (other than to a Subsidiary
      of the Company) of, Equity Interests of the Company (other than
      Disqualified Stock and other than Equity Interests issued or sold to an
      employee stock ownership plan or similar trust to the extent such sale to
      an employee stock ownership plan or similar trust


                                      -52-
<PAGE>

      to the extent such sale to an employee stock ownership plan or similar
      trust is financed by loans from or guaranteed by the Company or any
      Restricted Subsidiary unless such loans have been repaid with cash on or
      prior to the date of determination); provided that the amount of any such
      net cash proceeds that are utilized for any such redemption, repurchase,
      retirement, defeasance or other acquisition shall be excluded from clause
      (iii) (b) of the preceding paragraph;

            (iii) the defeasance, redemption, repurchase or other acquisition of
      Indebtedness subordinated to the Notes or any Subsidiary Guarantee with
      the net cash proceeds from an incurrence of, or in exchange for, Permitted
      Refinancing Indebtedness;

            (iv) the declaration and payment of any dividend or distribution by
      a Restricted Subsidiary of the Company to the holders of its Capital Stock
      on a pro rata basis;

            (v) so long as no Default or Event of Default shall have occurred
      and be continuing or would be caused thereby, the repurchase, redemption
      or other acquisition or retirement for value of any Equity Interests of
      the Company or any Restricted Subsidiary of the Company held by any
      current or former member of the Company's (or any of its Restricted
      Subsidiaries') management pursuant to any management equity subscription
      agreement, stock option agreement, stock plan or similar agreement other
      than any such agreement or plan with Madison Dearborn Partners, LLC or its
      Affiliates (other than Persons who are officers, directors or employees of
      the Company); provided that the aggregate price paid for all such
      repurchased, redeemed, acquired or retired Equity Interests may not exceed
      $3.0 million in any twelve-month period (with unused amounts in any
      twelve-month period being carried over to succeeding twelve-month periods
      subject to a maximum carry-over amount of $6.0 million);

            (vi) any payments made in connection with the consummation of the
      Transactions on substantially the terms described in the Offering
      Memorandum;

            (vii) the repurchase of Equity Interests of the Company deemed to
      occur upon the exercise of stock options to the extent such Equity
      Interests represent a portion of the exercise price of such stock options;

            (viii) so long as no Default has occurred and is continuing or would
      be caused thereby, repurchases of Indebtedness that is subordinated to the
      Notes or a Subsidiary Guarantee at a purchase price not greater than (1)
      101% of the principal amount of such subordinated Indebtedness in the
      event of a Change of Control or (2) 100% of the principal amount of such
      subordinated Indebtedness in the event of an Asset Sale, in connection
      with any change of control offer or asset sale offer required by the terms
      thereof, but only if:

                  (a) in the case of a Change of Control, the Company has first
            complied with and fully satisfied its obligations under Section
            4.15; or

                  (b) in the case of an Asset Sale, the Company has complied
            with and fully satisfied its obligations in accordance with Section
            4.10;

            (ix) the repurchase, redemption or other acquisition for value of
      Capital Stock of the Company or any direct or indirect parent of the
      Company representing fractional shares of such Capital Stock in connection
      with a merger, consolidation, amalgamation or other combination involving
      the Company or any direct or indirect parent of the Company;

            (x) Investments that are made with Excluded Contributions; and


                                      -53-
<PAGE>

            (xi) so long as no Default or Event of Default shall have occurred
      and be continuing or would be caused thereby, other Restricted Payments in
      an aggregate amount since the date of this Indenture not to exceed $15.0
      million.

      The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
Section shall be determined by the Board of Directors of the Company whose
resolution with respect thereto shall be delivered to the Trustee. Not later
than 30 days after the date of making any Restricted Payment, the Company shall
deliver to the Trustee an Officers' Certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations
required by this Section were computed.

SECTION 4.08. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

            (i) pay dividends or make any other distributions on its Capital
      Stock to the Company or any of its Restricted Subsidiaries, or with
      respect to any other interest or participation in, or measured by, its
      profits, or pay any Indebtedness owed to the Company or any of its
      Restricted Subsidiaries;

            (ii) make loans or advances to the Company or any of its Restricted
      Subsidiaries; or

            (iii) transfer any of its properties or assets to the Company or any
      of its Restricted Subsidiaries.

      However, the preceding restrictions shall not apply to encumbrances or
restrictions existing under or by reason of:

            (i) agreements governing Existing Indebtedness and Credit Facilities
      as in effect on the Issue Date and the Credit Agreement as in effect on
      the Recapitalization Date and any amendments, modifications, restatements,
      renewals, increases, supplements, refundings, replacements or refinancings
      of those agreements, provided that the amendments, modifications,
      restatements, renewals, increases, supplements, refundings, replacement or
      refinancings are no more restrictive, taken as a whole, with respect to
      such dividend and other payment restrictions than those contained in those
      agreements on the date of this Indenture or the date of the
      Recapitalization, as applicable;

            (ii) this Indenture and the Notes (including the Exchange Notes);

            (iii) applicable law, rule, regulation or order;

            (iv) any instrument governing Indebtedness or Capital Stock of a
      Person acquired by the Company or any of its Restricted Subsidiaries as in
      effect at the time of such acquisition (except to the extent such
      Indebtedness or Capital Stock was incurred in connection with or in
      contemplation of such acquisition), which encumbrance or restriction is
      not applicable to any Person, or the properties or assets of any Person,
      other than the Person, or the property or assets of the Person, so
      acquired, provided that, in the case of Indebtedness, such Indebtedness
      was permitted by the terms of this Indenture to be incurred;


                                      -54-
<PAGE>

            (v) customary non-assignment provisions in leases, licenses and
      conveyances entered into in the ordinary course of business and consistent
      with past practices;

            (vi) purchase money obligations for property acquired in the
      ordinary course of business that impose restrictions on that property of
      the nature described in clause (iii) of the preceding paragraph;

            (vii) any agreement for the sale or other disposition of a
      Restricted Subsidiary that restricts distributions by that Restricted
      Subsidiary pending its sale or other disposition;

            (viii) Permitted Refinancing Indebtedness, provided that the
      restrictions contained in the agreements governing such Permitted
      Refinancing Indebtedness are no more restrictive, taken as a whole, than
      those contained in the agreements governing the Indebtedness being
      refinanced;

            (ix) Liens securing Indebtedness otherwise permitted to be incurred
      under the provisions of Section 4.12 that limits the right of the debtor
      to dispose of the assets subject to such Liens;

            (x) provisions with respect to the disposition or distribution of
      assets or property in joint venture agreements, stockholder agreements,
      asset sale agreements, stock sale agreements and other similar agreements
      entered into in the ordinary course of business;

            (xi) other Indebtedness of Cinemark USA, Inc. or any of its
      Restricted Subsidiaries permitted to be incurred pursuant to an agreement
      entered into subsequent to the date of this Indenture in accordance with
      Section 4.09, provided that the provisions relating to such encumbrance or
      restriction contained in such Indebtedness are no less favorable to the
      Company, taken as a whole, as determined by the Board of Directors of the
      Company in good faith, than the provisions contained in the Credit
      Agreement and in the indentures governing the Existing Notes, as in effect
      on the Recapitalization Date and the Issue Date, respectively;

            (xii) the issuance of preferred stock by a Restricted Subsidiary or
      the payment of dividends thereon in accordance with the terms thereof,
      provided that issuance of such preferred stock is permitted pursuant to
      Section 4.09 and the terms of such preferred stock do not expressly
      restrict the ability of a Restricted Subsidiary to pay dividends or make
      any other distributions on its Capital Stock (other than requirements to
      pay dividends or liquidation preferences on such preferred stock prior to
      paying any dividends or making any other distributions on such other
      Capital Stock);

            (xiii) encumbrances or restrictions contained in any Indebtedness
      incurred by a Foreign Restricted Subsidiary pursuant to the first
      paragraph (in an amount not to exceed in aggregate at any one time
      outstanding $50.0 million of Indebtedness) of and clauses (iv) and (xiv)
      of the second paragraph of Section 4.09; provided that such encumbrance or
      restriction shall only apply to such Foreign Restricted Subsidiary;

            (xiv) supermajority voting requirements existing under corporate
      charters, bylaws, stockholders agreements and similar documents and
      agreements; and

            (xv) restrictions on cash or other deposits or net worth imposed by
      customers under contracts entered into in the ordinary course of business.


                                      -55-
<PAGE>

SECTION 4.09. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that, if no Default or Event of Default shall have
occurred and be continuing or would occur as a consequence thereof, the Company
and any of its Restricted Subsidiaries may incur Indebtedness (including
Acquired Debt) or the Company may issue Disqualified Stock if the Fixed Charge
Coverage Ratio for the Company's most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such Disqualified
Stock is issued would have been at least 2.0 to 1, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred or Disqualified Stock had been
issued, as the case may be, at the beginning of such four-quarter period.

      The first paragraph of this Section 4.09 shall not prohibit:

            (i) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness and letters of credit under one or
      more Credit Facilities in an aggregate principal amount at any one time
      outstanding under this clause (i) (with letters of credit being deemed to
      have a principal amount equal to the maximum potential liability of the
      Company and its Subsidiaries thereunder) not to exceed $370 million less
      the sum of all permanent principal payments with respect to such
      Indebtedness in accordance with Section 4.10;

            (ii) the incurrence by the Company and its Restricted Subsidiaries
      of (a) Existing Indebtedness (other than the 2008 Notes) and (b) the 2008
      Notes;

            (iii) the incurrence by the Company of Indebtedness represented by
      the Notes (other than Additional Notes) and the Exchange Notes issued in
      exchange therefor and any Subsidiary Guarantees of the foregoing;

            (iv) the incurrence by the Company, Cinemark USA, Inc. or any of its
      Restricted Subsidiaries of Indebtedness in respect of Permitted
      Capitalized Leases;

            (v) the incurrence by the Company or any of its Restricted
      Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
      net proceeds of which are used to refund, refinance or replace
      Indebtedness (other than intercompany Indebtedness) that was permitted by
      this Indenture to be incurred under the first paragraph of this Section or
      clauses (ii)(a), (iii), (iv) or (v) of this paragraph;

            (vi) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness between or among the Company and
      any of its Restricted Subsidiaries; provided, however, that:

                  (a) if the Company or any Guarantor is the obligor on such
            Indebtedness, such Indebtedness must be expressly subordinated to
            the prior payment in full in cash of all Obligations with respect to
            the Notes, in the case of the Company, or the Subsidiary Guarantee,
            in the case of a Guarantor; and

                  (b) (1) any subsequent issuance or transfer of Equity
            Interests that results in any such Indebtedness being held by a
            Person other than the Company or a Restricted


                                      -56-
<PAGE>

            Subsidiary of the Company and (2) any sale or other transfer of any
            such Indebtedness to a Person that is neither the Company or a
            Restricted Subsidiary of the Company shall be deemed, in each case,
            to constitute an incurrence of such Indebtedness by the Company or
            such Subsidiary, as the case may be, that was not permitted by this
            clause (vi);

            (vii) the incurrence by the Company, Cinemark USA, Inc. or any of
      its Restricted Subsidiaries of Hedging Obligations;

            (viii) the Guarantee by the Company or a Restricted Subsidiary of
      the Company of Indebtedness of the Company or a Restricted Subsidiary of
      the Company that was permitted to be incurred by another provision of this
      Section; provided that in the event such Indebtedness that is being
      guaranteed is (a) pari passu with the Notes or a Subsidiary Guarantee, as
      the case may be, then the related Guarantee shall rank equally in right of
      payment to the Notes or Subsidiary Guarantee, as the case may be, or (b)
      subordinated to the Notes or a Subsidiary Guarantee, as the case may be,
      then the related Guarantee shall be subordinated in right of payment to
      the Notes or such Subsidiary Guarantee, as the case may be;

            (ix) the accrual of interest, the accretion or amortization of
      original issue discount, the payment of interest on any Indebtedness in
      the form of additional Indebtedness with the same terms, and the payment
      of dividends on Disqualified Stock in the form of additional shares of the
      same class of Disqualified Stock shall not be deemed to be an incurrence
      of Indebtedness or an issuance of Disqualified Stock for purposes of this
      Section; provided, in each such case, that the amount thereof is included
      in Fixed Charges of the Company as accrued;

            (x) Indebtedness arising from agreements of the Company or a
      Restricted Subsidiary providing for indemnification, adjustment of
      purchase price, earn-out or other similar obligations, in each case,
      incurred or assumed in connection with the disposition of any business,
      assets or a Restricted Subsidiary, other than Guarantees of Indebtedness
      incurred by any Person acquiring all or any portion of such business,
      assets or Restricted Subsidiary for the purpose of financing such
      acquisition; provided that the maximum aggregate liability in respect of
      all such Indebtedness shall at no time exceed the gross proceeds actually
      received by the Company and its Restricted Subsidiaries in connection with
      such disposition;

            (xi) Indebtedness supported by one or more letters of credit
      incurred under a Credit Facility in accordance with and pursuant to clause
      (i); provided the amount of Indebtedness permitted to be incurred under
      this clause (xi) relating to any such letter of credit shall not exceed
      the amount of the letter of credit provided for therein; provided,
      further, that, upon any reduction, cancellation or termination of the
      applicable letter of credit, there shall be deemed to be an incurrence of
      Indebtedness under this Indenture equal to the excess of the amount of
      such Indebtedness outstanding immediately after such reduction,
      cancellation or termination over the remaining stated amount, if any, of
      such letter of credit or the stated amount of any letter of credit issued
      in replacement of such letter of credit;

            (xii) Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently drawn against insufficient funds in the ordinary course of
      business; provided, however, that such Indebtedness is extinguished within
      ten Business Days of incurrence;

            (xiii) Indebtedness represented by property, liability and workers'
      compensation insurance, performance bonds (which may be in the form of
      letters of credit) for construction contracts let by the Company and its
      Restricted Subsidiaries in the ordinary course of business (provided that
      to the extent that such performance bonds secure Indebtedness, such
      Indebtedness


                                      -57-
<PAGE>

      is otherwise permitted under this Section), surety bonds and appeal bonds
      (which, in each case, may be in the form of letters of credit) required in
      the ordinary course of business or in connection with the enforcement of
      rights or claims of the Company or any Restricted Subsidiary of the
      Company or in connection with judgments that do not result in a Default or
      an Event of Default; and

            (xiv) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness in an aggregate principal amount
      (or accreted value, as applicable) at any time outstanding not to exceed
      $25.0 million.

      Neither the Company nor any Restricted Subsidiary shall incur any
Indebtedness under the preceding paragraph if the proceeds thereof are used,
directly or indirectly, to refinance any Indebtedness subordinated to the Notes
or any Subsidiary Guarantee unless such Indebtedness shall be subordinated to
the Notes or such Subsidiary Guarantee to at least the same extent as such
subordinated Indebtedness. No Restricted Subsidiary of the Company that is not a
Guarantor may incur any Indebtedness if the proceeds are used to refinance
Indebtedness of the Company (other than a refinancing of all the Notes).

      For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness (including Acquired Debt) meets the
criteria of more than one of the categories described in clauses (i) through
(xiv) above, or is entitled to be incurred pursuant to the first paragraph of
this Section 4.09, the Company shall be permitted to classify (or later classify
or reclassify in whole or in part in its sole discretion) such item of
Indebtedness in any manner that complies with this Section 4.09. Notwithstanding
any other provision of this Section, the maximum amount of Indebtedness that the
Company or any Restricted Subsidiary may incur pursuant to this Section shall
not be deemed to be exceeded solely as a result of fluctuations in the exchange
rate of currencies.

SECTION 4.10. ASSET SALES.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

            (i) the Company (or the Restricted Subsidiary, as the case may be)
      receives consideration at least equal to the fair market value of the
      assets or Equity Interests issued or sold or otherwise disposed of (such
      fair market value to be determined in good faith by the Company on the
      date of contractually agreeing to such Asset Sale);

            (ii) in the event the fair market value of such Asset Sale exceeds
      $10.0 million but is less than $25.0 million, the fair market value is
      determined by the Company's Chief Financial Officer and in the event the
      fair market value of such Asset Sale equals or exceeds $25.0 million, the
      fair market value is determined by the Company's Board of Directors and
      evidenced by a resolution of the Board of Directors of the Company and, in
      each case, such determination is set forth in an Officers' Certificate
      delivered to the Trustee; and

            (iii) at least 75% of the consideration received in the Asset Sale
      by the Company or such Restricted Subsidiary is in the form of cash or
      Cash Equivalents. For purposes of this provision, each of the following
      shall be deemed to be cash:

                  (a) the amount of any liabilities, as shown on the Company's
            or such Restricted Subsidiary's most recent balance sheet, of the
            Company or such Restricted Subsidiary (other than contingent
            liabilities and liabilities that are by their terms subordinated to
            the Notes or any Subsidiary Guarantee) that are assumed by the


                                      -58-
<PAGE>

            transferee of any such assets pursuant to a customary novation
            agreement or by operation of law that releases the Company or such
            Restricted Subsidiary from further liability; and

                  (b) any securities, notes or other obligations received by the
            Company or any such Restricted Subsidiary from such transferee that
            are converted by the Company or such Restricted Subsidiary into cash
            within 180 days of the closing of the related Asset Sale, to the
            extent of the cash received in that conversion.

      Within 395 days after the receipt of any Net Proceeds from an Asset Sale,
the Company or such Restricted Subsidiary may apply those Net Proceeds at its
option to:

            (i) repay Senior Debt and, if the Senior Debt repaid is revolving
      credit Indebtedness, to correspondingly reduce commitments with respect
      thereto; provided, unless such Senior Debt being repaid consists of
      borrowings under the Credit Agreement or Guarantees of borrowings under
      the Credit Agreement, that the Notes are reduced or repurchased on a pro
      rata basis with the Net Proceeds from the Asset Sale;

            (ii) reduce or repurchase Indebtedness of Cinemark USA, Inc. or any
      Restricted Subsidiary of Cinemark USA, Inc. and, if the Indebtedness
      repaid is revolving credit Indebtedness, to correspondingly reduce
      commitments with respect thereto;

            (iii) acquire all or substantially all of the assets of, or a
      majority of the Voting Stock of, another Permitted Business (or a division
      or unit thereof);

            (iv) make a capital expenditure or commit pursuant to a binding
      agreement to make a capital expenditure within 24 months of such Asset
      Sale relating to an asset used or useful in a Permitted Business; or

            (v) acquire other long-term assets that are used or useful in a
      Permitted Business.

      Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

      Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $15 million, the Company shall make
an offer (an "Asset Sale Offer") to all Holders of Notes and all Holders of
other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in this Indenture with respect to offers to purchase
or redeem with the proceeds of sales of assets to purchase the maximum Accreted
Value of Notes and the maximum principal amount of such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds (the "Offer
Amount"). The offer price in any Asset Sale Offer shall be equal to 100% of the
Accreted Value thereof plus accrued and unpaid interest and Additional Interest,
if any, to the date of purchase, and shall be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate Accreted Value of Notes and the maximum principal
amount of other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Notes and such other pari passu
Indebtedness shall be purchased on a pro rata basis on the basis of the
aggregate Accreted Value of Notes and the aggregate principal amount of the
other pari passu Indebtedness tendered. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.


                                      -59-

<PAGE>
      Upon the commencement of an Asset Sale Offer, the Company shall send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

            (a) that the Asset Sale Offer is being made pursuant to this Section
      4.10 and that such Asset Sale Offer shall remain open for 20 Business
      Days;

            (b) the Offer Amount attributable to the Notes, the purchase price
      and the purchase date of the Asset Sale (the "Purchase Date");

            (c) that any Note not tendered or accepted for payment shall
      continue to accrue interest and Additional Interest, if any;

            (d) that, unless the Company defaults in making such payment, any
      Note accepted for payment pursuant to the Asset Sale Offer shall cease to
      accrue interest, and Additional Interest, if any;

            (e) that Holders electing to have a Note purchased pursuant to any
      Asset Sale Offer shall be required to surrender the Note, with the form
      entitled "Option of Holder to Elect Purchase" on the reverse of the Note
      completed, or transfer by book-entry transfer, to the Company, a
      Depositary, if appointed by the Company, or a Paying Agent at the address
      specified in the notice at least three Business Days before the Purchase
      Date;

            (f) that Holders shall be entitled to withdraw their election if the
      Company, the depositary or the Paying Agent, as the case may be, receives,
      not later than the expiration of the Offer Period, a telegram, telex,
      facsimile transmission or letter setting forth the name of the Holder, the
      principal amount of the Note the Holder delivered for purchase and a
      statement that such Holder is withdrawing his election to have such Note
      purchased;

            (g) that, if the aggregate Accreted Value of Notes and aggregate
      principal amount of such other pari passu Indebtedness tendered by Holders
      exceeds the Offer Amount, the Company shall select the Notes and such
      other pari passu Indebtedness to be purchased on a pro rata basis on the
      basis of the aggregate Accreted Value of Notes and the aggregate principal
      amount of such other pari passu Indebtedness tendered (with such
      adjustments as may be deemed appropriate by the Company so that only Notes
      in denominations of $1,000 aggregate principal amount at maturity, or
      integral multiples thereof, shall be purchased); and

            (h) that Holders whose Notes were purchased only in part shall be
      issued new Notes equal in principal amount to the unpurchased portion of
      the Notes surrendered (or transferred by book-entry transfer).

      On or before the Asset Sale purchase date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Notes and such other pari passu Indebtedness or portions
thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer
Amount has been tendered, all Notes, and such other pari passu Indebtedness or
portions thereof tendered, and shall deliver to the Trustee an Officers'
Certificate stating that such Notes, and such other pari passu Indebtedness or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 4.10. The Company, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and


                                      -60-
<PAGE>
accepted by the Company for purchase, and the Company shall promptly issue a new
Note, and the Trustee, upon written request from the Company shall authenticate
and mail or deliver such new Note to such Holder, in a principal amount at
maturity equal to any unpurchased portion of the Note surrendered. Any Note not
so accepted shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company shall publicly announce the results of the Asset Sale Offer
promptly after Purchase Date.

      If the Purchase Date is on or after an interest payment record date and on
or before the related interest payment date, any accrued and unpaid interest and
Additional Interest, if any, will be paid to the Holder in whose name a note is
registered at the close of business on such record date, and no other interest
or Additional Interest, if any, will be payable to Holders whose Notes are
purchased pursuant to the Asset Sale Offer.

      The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under the Asset Sale
provisions of this Indenture by virtue of such conflict.

      Notwithstanding anything to the contrary contained in this Indenture, the
Company or any of its Restricted Subsidiaries may engage in transactions in
which theatre properties shall be transferred in exchange for one or more other
theatre properties; provided that if the fair market value of the theatre
properties to be transferred by the Company or such Restricted Subsidiary, plus
the fair market value of any other consideration paid or credited by the Company
or such Restricted Subsidiary (the "Transaction Value") exceeds $2 million, such
transaction shall require approval of the Board of Directors of the Company. In
addition, each such transaction shall be valued at an amount equal to all
consideration received by the Company or such Restricted Subsidiary in such
transaction other than the theatre properties received pursuant to such exchange
("Other Consideration") for purposes of determining whether an Asset Sale has
occurred. If the Other Consideration is of an amount and character such that
such transaction constituted an Asset Sale, then the preceding paragraphs of
this Section shall be applicable to any Net Proceeds of such Other
Consideration.

SECTION 4.11.     TRANSACTIONS WITH AFFILIATES.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:

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

            (ii)  the Company delivers to the Trustee:

                  (a) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $2.0 million, a resolution of the Board of Directors of
            the Company set forth in an Officers' Certificate certifying that
            such Affiliate Transaction complies with this Section and that such
            Affiliate Transaction

                                      -61-
<PAGE>
            has been approved by a majority of the disinterested members of the
            Board of Directors of the Company; and

                  (b) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $15.0 million, a written opinion as to the fairness to the
            Holders of such Affiliate Transaction from a financial point of view
            issued by an accounting, appraisal or investment banking firm of
            national standing.

      The following items shall not be deemed to be Affiliate Transactions and,
therefore, shall not be subject to the provisions of the prior paragraph:

            (i) any employment, consulting or similar agreement or other
      compensation arrangement entered into by the Company or any of its
      Restricted Subsidiaries in the ordinary course of business of the Company
      or such Restricted Subsidiary excluding any such agreement or arrangement
      with Madison Dearborn Partners, LLC, or its Affiliates or Persons who are
      officers, directors, employees or consultants of Madison Dearborn
      Partners, LLC, or its Affiliates (other than Persons who are officers,
      directors or employees of the Company);

            (ii)  transactions between or among the Company and/or its
      Restricted Subsidiaries;

                  (iii) transactions with a Person that is an Affiliate of the
            Company solely because the Company owns an Equity Interest in, or
            controls, such Person;

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

                  (v)   sales of Equity Interests (other than Disqualified
            Stock) to Affiliates of the Company;

                  (vi)  Restricted Payments that are permitted by Section
            4.07;

                  (vii) transactions effected in connection with the
            Transactions, including the payment of all fees and expenses, which
            are described in the Offering Memorandum under the caption "Certain
            Relationships and Related Transactions";

                  (viii) transactions pursuant to any contract or agreement
            which are described in the Offering Memorandum under the caption
            "Certain Relationships and Related Transactions," as in effect on
            the date of this Indenture, in each case as amended, modified or
            replaced from time to time so long as the amended, modified or new
            agreements, taken as a whole, are no less favorable to the Company
            and its Restricted Subsidiaries than those in effect on the date of
            this Indenture;

                  (ix) so long as no Default or Event of Default shall have
            occurred and be continuing, the payment of customary annual fees and
            related expenses to Madison Dearborn Partners, LLC and its
            Affiliates; provided that such fees shall not, in the aggregate,
            exceed $1.0 million (plus out of pocket expenses) in any
            twelve-month period commencing after the date of this Indenture; and


                                      -62-
<PAGE>
                  (x) so long as no Default or Event of Default shall have
            occurred and be continuing, the payment of customary transaction,
            management, consulting and advisory fees and related expenses to
            Madison Dearborn Partners, LLC and its Affiliates made pursuant to
            financial advisory, financing, underwriting or replacement
            agreements or in respect of other investment banking entities,
            including, without limitation, in connection with acquisitions or
            divestitures, in each case, which payments are (a) reasonably
            related to the services performed and (b) approved by a majority of
            the members of the Board of Directors of the Company not affiliated
            with Madison Dearborn Partners, LLC.

SECTION 4.12.     LIENS.

      The Company shall not and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind securing Indebtedness, Attributable Debt
or trade payables (other than Permitted Liens) upon any of their property or
assets, now owned or hereafter acquired, unless all payments due under this
Indenture and the Notes are secured (i), in the case of Liens securing
Indebtedness that is pari passu in right of payment to the Notes or any
Subsidiary Guarantee, on an equal and ratable basis with the obligations so
secured until such time as such obligations are no longer secured by a Lien and
(ii), in the case of Liens securing Indebtedness that is expressly subordinate
or junior in right of payment to the Notes or any Subsidiary Guarantee, on a
senior basis to the obligations so secured with the same relative priority as
the Notes or such Subsidiary Guarantee, as the case may be, shall have to that
subordinate or junior Indebtedness until such time as such obligations are no
longer secured by a Lien.

SECTION 4.13.     BUSINESS ACTIVITIES.

      The Company shall not, and shall not permit any Restricted Subsidiary to,
engage in any business other than Permitted Businesses, except to such extent as
would not be material to the Company and its Subsidiaries taken as a whole.

SECTION 4.14.     CORPORATE EXISTENCE.

      Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses
and franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Restricted
Subsidiaries, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders of the Notes.

SECTION 4.15.     OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

            (a) If a Change of Control occurs, the Company shall be required to
make an offer (a "Change of Control Offer") to each Holder of Notes to
repurchase all or any part (equal to $1,000 in principal amount at maturity or
an integral multiple thereof) of that Holder's Notes on the terms set forth in
this Indenture. In the Change of Control Offer, the Company shall offer a
payment in cash (the "Change of Control Payment") equal to 101% of the Accreted
Value of the Notes repurchased plus accrued and unpaid interest and Additional
Interest, if any, on the Notes repurchased to the date of purchase (a "Change of
Control Payment Date"). Within thirty days following any Change of Control, the
Company shall mail a notice to each Holders stating: (i) that the Change of
Control Offer is being made


                                      -63-
<PAGE>
pursuant to this Section 4.15 (and describing the transactions or transactions
that constitute the Change of Control) and that all Notes tendered shall be
accepted for payment; (ii) the purchase price and the purchase date, which shall
be no earlier than 30 days and no later than 60 days from the date such notice
is mailed (the "Change of Control Payment Date"); (iii) that any Note not
tendered shall continue to accrue interest and Additional Interest, if any; (iv)
that, unless the Company defaults in the payment of the Change of Control
Payment, all Notes accepted for payment pursuant to the Change of Control Offer
shall cease to accrue interest and Additional Interest, if any, after the Change
of Control Payment Date; (v) that Holders electing to have any Notes purchased
pursuant to a Change of Control Offer shall be required to surrender the Notes,
with the form entitled "Option of Holder to Elect Purchase" on the reverse of
the Notes completed, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change of
Control Payment Date; (vi) that Holders shall be entitled to withdraw their
election if the Paying Agent receives, not later than the close of business on
the second Business Day preceding the Change of Control Payment Date, a
facsimile transmission or letter setting forth the name of the Holder, the
principal amount at maturity of Notes delivered for purchase, and a statement
that such Holder is withdrawing his election to have the Notes purchased; and
(vii) that Holders whose Notes are being purchased only in part shall be issued
new Notes equal in principal amount at maturity to the unpurchased portion of
the Notes surrendered, which unpurchased portion must be equal to $1,000 in
principal amount at maturity or an integral multiple thereof.

      On the Change of Control Payment Date, the Company shall, to the extent
lawful:

            (i)   accept for payment all Notes or portions of Notes properly
tendered pursuant to the Change of Control Offer;

            (ii) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Notes or portions of Notes properly tendered;
and

            (iii) deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officers' Certificate stating the aggregate
Accreted Value of Notes or portions of Notes being purchased by the Company.

      The Paying Agent shall promptly mail to each Holder of Notes validly
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount at maturity to any unpurchased
portion of the Notes surrendered, if any; provided that each new Note shall be
in a principal amount at maturity of $1,000 or an integral multiple thereof.

      If the Change of Control Payment Date is on or after an interest payment
record date and on or before the related interest payment date, any accrued and
unpaid interest and Additional Interest, if any, will be paid to the Holder in
whose name a note is registered at the close of business on such record date,
and no other interest or Additional Interest, if any, will be payable to Holders
who tender pursuant to the Change of Control Offer.

      The Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Indenture applicable to a Change of Control Offer made by the Company
and purchases all Notes validly tendered and not withdrawn under the Change of
Control Offer or if an irrevocable notice of redemption has been given pursuant
to this Indenture in accordance with the provisions set forth in Section 3.07
for all outstanding notes.


                                      -64-
<PAGE>
      The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with the Change of
Control provisions of this Indenture, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the Change of Control provisions of this
Indenture by virtue of such conflict.

SECTION 4.16.     FUTURE GUARANTORS.

      The Company shall cause each Restricted Subsidiary that Guarantees any
Indebtedness of the Company to execute and deliver to the Trustee a supplemental
indenture pursuant to which such Restricted Subsidiary shall guarantee payment
of the Notes; provided that, if such Indebtedness is by its terms subordinated
in right of payment to the Notes, any such Guarantee of such Restricted
Subsidiary with respect to such Indebtedness shall be subordinated to such
Guarantor's Subsidiary Guarantee substantially to the same extent as such
Indebtedness is subordinated to the Notes; and provided further that (i) such
Restricted Subsidiary waives and shall not in any manner whatsoever claim or
take the benefit or advantage of, any rights or reimbursement, indemnity or
subrogation or any other rights against the Company or any other Restricted
Subsidiary as a result of any payment by such Restricted Subsidiary under its
Subsidiary Guarantee of the Notes; and (ii) such Restricted Subsidiary shall
deliver to the trustee an Opinion of Counsel to the effect that (A) such
Subsidiary Guarantee has been duly executed and authorized and (B) such
Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of
such Restricted Subsidiary, except insofar as enforcement thereof may be limited
by bankruptcy, insolvency or similar laws (including, without limitation, all
laws relating to fraudulent transfers) and except insofar as enforcement thereof
is subject to general principles of equity. Each Subsidiary Guarantee shall be
limited to an amount not to exceed the maximum amount that can be guaranteed by
that Restricted Subsidiary without rendering the Subsidiary Guarantee, as it
relates to such Restricted Subsidiary, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

      A Subsidiary Guarantee of a Guarantor shall be automatically released
upon:

            (i) (a) the sale, disposition or other transfer (including through
            merger or consolidation) of (x) the Capital Stock of such Guarantor
            following which such Guarantor is no longer a Subsidiary of the
            Company or (y) all or substantially all the assets of the applicable
            Guarantor, in each case, to a Person that is not a Subsidiary of the
            Company if such sale, disposition or other transfer is made in
            compliance with this Indenture;

                  (b)   the release or discharge of the Guarantee by such
            Restricted Subsidiary of Indebtedness of the Company which
            resulted in the obligation to Guarantee the Notes; and

            (ii) the release of such Guarantor from its Guarantees, if any, of,
      and all pledges and security, if any, granted in connection with all
      Indebtedness of the Company;

            (iii) the designation by the Company of any Restricted Subsidiary
      that is a Guarantor as an Unrestricted Subsidiary in accordance with the
      applicable provisions of this Indenture; and

            (iv) the discharge of the Notes in accordance with the legal
      defeasance provisions of this Indenture.


                                      -65-
<PAGE>
SECTION 4.17.     DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.

      The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default; provided that in no event shall CNMK Holding, Inc. or Cinemark USA,
Inc. be designated as or owned by an Unrestricted Subsidiary. If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair
market value of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to
be an Investment made as of the time of the designation and shall reduce the
amount available for Restricted Payments under the first paragraph of Section
4.07 or Permitted Investments, as determined by the Company. That designation
shall only be permitted if the Investment would be permitted at that time and if
the Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors of the Company may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would
not cause a Default.

SECTION 4.18.     PAYMENTS FOR CONSENT.

      The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the n\Notes
unless such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

                                   ARTICLE 5.

                                   SUCCESSORS

SECTION 5.01.     MERGER, CONSOLIDATION OR SALE OF ASSETS.

      The Company may not, directly or indirectly: (1) consolidate or merge with
or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries, taken as a whole, in one or more related transactions,
to another Person; unless:

            (i) either: (a) the Company is the surviving corporation; or (b) the
      Person formed by or surviving any such consolidation or merger (if other
      than the Company) or to which such sale, assignment, transfer, conveyance
      or other disposition has been made is a corporation, limited liability
      company or partnership organized or existing under the laws of the United
      States, any state of the United States or the District of Columbia;
      provided that if the Person is a partnership or limited liability company,
      a corporation wholly owned by such Person organized or existing under the
      laws of the United States, any state of the United States or the District
      of Columbia that does not and shall not have any material assets or
      operations shall promptly thereafter become a co-issuer of the Notes
      pursuant to a supplemental indenture;

            (ii) the Person formed by or surviving any such consolidation or
      merger (if other than the Company) or the Person to which such sale,
      assignment, transfer, conveyance or other disposition has been made
      assumes all the obligations of the Company under the Notes, this Indenture
      and the Registration Rights Agreement pursuant to a supplemental indenture
      executed and delivered to the Trustee in form reasonably satisfactory to
      the Trustee;

            (iii) immediately after such transaction no Default or Event of
      Default exists; and


                                      -66-
<PAGE>
            (iv) the Company or the Person formed by or surviving any such
      consolidation or merger (if other than the Company), or to which such
      sale, assignment, transfer, conveyance or other disposition has been made
      shall, on the date of such transaction after giving pro forma effect
      thereto and any related financing transactions as if the same had occurred
      at the beginning of the applicable four-quarter period, be permitted to
      incur at least $1.00 of additional Indebtedness pursuant to the Fixed
      Charge Coverage Ratio test set forth in the first paragraph of Section
      4.09.

      In addition, the Company may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person.

      For purposes of this Section, the sale, assignment, transfer, conveyance,
disposition or lease of all or substantially all of the properties and assets of
one or more Subsidiaries of the Company, which properties and assets, if held by
the Company instead of such Subsidiaries, would constitute all or substantially
all of the properties and assets of the Company on a consolidated basis, shall
be deemed to be the transfer of all or substantially all of the properties and
assets of the Company.

      Notwithstanding the preceding clause (iv), any Restricted Subsidiary may
consolidate with, merge into or transfer all or part of its properties and
assets to the Company and the Recapitalization may be consummated.

      A Guarantor may not sell or otherwise dispose of all or substantially all
of its assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person, other than the Company or
another Guarantor, unless:

            (i)   immediately after giving effect to that transaction, no
      Default or Event of Default exists; and

            (ii)  either:

                  (a) the Person acquiring the property in any such sale or
            disposition or the Person formed by or surviving any such
            consolidation or merger assumes all the obligations of that
            Guarantor under this Indenture, its Subsidiary Guarantee and the
            Registration Rights Agreement pursuant to agreements reasonably
            satisfactory to the Trustee; or

                  (b) such sale or other disposition complies with Section 4.10
            and Section 4.16.

SECTION 5.02.     SUCCESSOR CORPORATION SUBSTITUTED.

      Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the Company shall refer instead to the
successor corporation and not to the Company), and may exercise every right and
power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, provided, however, that
the predecessor company shall not be relieved from the obligation to pay the
principal of and interest on the Notes (and its obligations to the Trustee
pursuant to Section 7.07) except in the case of a sale or other disposition of
all or substantially all of the properties


                                      -67-
<PAGE>
and assets of the Company and its Restricted Subsidiaries taken as a whole that
meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

SECTION 6.01.     EVENTS OF DEFAULT.

      An "Event of Default" occurs if::

            (i) the Company defaults for 30 days in the payment when due of
      interest on, or Additional Interest with respect to, the Notes;

            (ii) the Company defaults in payment when due of the principal of,
      or premium, if any, on the Notes;

            (iii) the Company or any of its Restricted Subsidiaries fails to
      comply with any of the provisions of Section 5.01 hereof;

            (iv) the Company or any of its Restricted Subsidiaries fails to
      comply with Section 4.10 or 4.15 for 30 days after notice to the Company
      by the Trustee;

            (v) the Company or any of its Restricted Subsidiaries fails to
      observe or perform any of the other agreements in this Indenture for 60
      days after notice to the Company by the Trustee;

            (vi) a default occurs under any mortgage, indenture or instrument
      under which there may be issued or by which there may be secured or
      evidenced any Indebtedness for money borrowed by the Company or any of its
      Restricted Subsidiaries (or the payment of which is guaranteed by the
      Company or its Restricted Subsidiaries) whether such Indebtedness or
      guarantee now exists, or is created after the Issue Date, if that default:

                  (a) is caused by a failure to pay principal on such
            Indebtedness prior to the expiration of the grace period provided in
            such Indebtedness on the date of such default (a "Payment Default");
            or

                  (b)   results in the acceleration of such Indebtedness
            prior to its express maturity;

      and, in each case, the principal amount of any such Indebtedness, together
      with the principal amount of any other such Indebtedness under which there
      has been a Payment Default or the maturity of which has been so
      accelerated, aggregates $10.0 million or more;

            (vii) a final judgment or final judgments for the payment of money
      are entered by a court or courts of competent jurisdiction against the
      Company or any of its Subsidiaries and such judgment or judgments remain
      unpaid or undischarged for a period (during which execution shall not be
      effectively stayed) of 60 days; provided that the aggregate of all such
      undischarged judgments exceeds $10.0 million (net of any amount with
      respect to which a reputable and solvent insurance company has
      acknowledged liability in writing);


                                      -68-
<PAGE>
            (viii) except as permitted by this Indenture, any Subsidiary
      Guarantee shall be held in any judicial proceeding to be unenforceable or
      invalid or shall cease for any reason to be in full force and effect or
      any Guarantor, or any Person acting on behalf of any Guarantor, shall deny
      or disaffirm its obligations under its Subsidiary Guarantee;

            (ix) the Company or any of its Significant Subsidiaries or any group
      of Restricted Subsidiaries that, taken as a whole, would constitute a
      Significant Subsidiary pursuant to or within the meaning of Bankruptcy
      Law:

                  (a) commences a voluntary case,

                  (b) consents to the entry of an order for relief against it in
            an involuntary case,

                  (c) consents to the appointment of a Custodian of it or for
            all or substantially all of its property,

                  (d) makes a general assignment for the benefit of its
            creditors, or

                  (e) generally is not paying its debts as they become due; or

             (x) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (a) is for relief against the Company or any of its Restricted
            Subsidiaries that is a Significant Subsidiary in an involuntary
            case;

                  (b) appoints a Custodian of the Company or any of its
            Significant Subsidiaries for all or substantially all of the
            property of the Company or any of Significant Subsidiaries; or

                  (c) orders the liquidation of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary; and

            in each case the order or decree remains unstayed and in effect for
            60 consecutive days.

            The term "Custodian" means any receiver, trustee, assignee,
liquidation, sequestrator or similar official under any Bankruptcy Law.

SECTION 6.02.     ACCELERATION.

      In the case of an Event of Default arising from clause (ix) or (x) of the
first paragraph of Section 6.01, with respect to the Company, any Subsidiary
that is a Significant Subsidiary or any group of Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or Holders of at
least 25% in aggregate principal amount at maturity of the then outstanding
Notes may declare all the Notes to be due and payable immediately. Upon any such
declaration, the principal of (or, if prior to the Full Accretion Date, the
Accreted Value of), premium, if any, and accrued and unpaid interest, if any,
and Additional Interest, if any, shall become due and payable immediately.


                                      -69-
<PAGE>
      In the case of any Event of Default occurring by reason of any willful
action or inaction taken or not taken by or on behalf of the Company with the
intention of avoiding payment of the premium that the Company would have had to
pay if the Company then had elected to redeem the Notes pursuant to the optional
redemption provisions of this Indenture, an equivalent premium will also become
and be immediately due and payable to the extent permitted by law upon the
acceleration of the Notes. If an Event of Default occurs prior to March 15,
2009, by reason of any willful action (or inaction) taken (or not taken) by or
on behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to that date, then the premium specified in this
Indenture with respect to the first year that the Notes may be redeemed at the
Company's option will also become immediately due and payable to the extent
permitted by law upon the acceleration of the Notes. The Trustee has no duty or
obligation to determine whether an Event of Default has occurred as a result of
the events described above and shall have notice of such events only in
accordance with Section 7.02(i) herein.

      Notwithstanding the foregoing, if an Event of Default specified in clause
(vi) of the first paragraph of Section 6.01 shall have occurred and be
continuing, such Event of Default and any consequential acceleration shall be
automatically rescinded if (i) the Indebtedness that is the subject of such
Event of Default has been repaid, or (ii) if the default relating to such
Indebtedness is waived or cured and if such Indebtedness has been accelerated,
then the Holders thereof have rescinded their declaration of acceleration in
respect of such Indebtedness.

      Any such declaration with respect to the Notes may be rescinded and
annulled by the Holders of a majority in aggregate principal amount at maturity
of the outstanding Securities by written notice to the Trustee if (i) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction, (ii) all existing Events of Default have been cured or
waived except nonpayment of principal of or interest on the Securities that has
become due solely by such declaration of acceleration, (iii) to the extent the
payment of such interest is lawful, interest (at the same rate specified in the
Notes) on overdue installments of interest and overdue payments of principal,
which has become due otherwise than by such declaration of acceleration, has
been paid, (iv) the Company has paid the Trustee its reasonable compensation and
reimbursed the Trustee for its expenses, disbursements and advances and (v) in
the event of the cure or waiver of a Default or Event of Default of the type
described in Section 6.01(ix) and (x) the Trustee has received an Officers'
Certificate and Opinion of Counsel that such Default or Event of Default has
been cured or waived. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

SECTION 6.03.     OTHER REMEDIES.

      If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of Accreted Value, premium on,
Additional Interest, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

      The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04.     WAIVER OF PAST DEFAULTS.

      Subject to Sections 2.07, 6.07 and 9.02 Holders of not less than a
majority in aggregate principal amount at maturity of the then outstanding Notes
by notice to the Trustee may on behalf of the Holders of all of the Notes waive
an existing Default or Event of Default and its consequences hereunder, except a
continuing Default or Event of Default in the payment of the principal of,
premium and Additional


                                      -70-
<PAGE>
Interest on, or interest on the Notes (including in connection with an offer to
purchase); provided, however, that the Holders of a majority in aggregate
principal amount at maturity of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture, but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

SECTION 6.05.     CONTROL BY MAJORITY.

      Holders of a majority in principal amount at maturity of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

SECTION 6.06.     LIMITATION ON SUITS.

      A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

            (a) the Holder of a Note gives to the Trustee written notice of a
      continuing Event of Default;

            (b) the Holders of at least 25% in principal amount of the then
      outstanding Notes make a written request to the Trustee to pursue the
      remedy;

            (c) such Holder of a Note or Holders of Notes offer and, if
      requested, provide to the Trustee indemnity satisfactory to the Trustee
      against any loss, liability or expense;

            (d) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer and, if requested, the
      provision of indemnity; and

            (e) during such 60-day period the Holders of a majority in principal
      amount of the then outstanding Notes do not give the Trustee a direction
      inconsistent with the request.

      A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

SECTION 6.07.     RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

      Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of Accreted Value, premium and Additional
Interest, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08.     COLLECTION SUIT BY TRUSTEE.

      If an Event of Default specified in Section 6.01(i) or (ii) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of Accreted
Value of, premium and Additional Interest, if any, and interest remaining unpaid
on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further


                                      -71-
<PAGE>
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

SECTION 6.09.     TRUSTEE MAY FILE PROOFS OF CLAIM.

      The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10.     PRIORITIES.

      After an Event of Default, any money or other property distributable in
respect of the Company's obligations under this Indenture shall be paid in the
following order:

            First: to the Trustee (including any predecessor Trustee), its
      agents and attorneys for amounts due under Section 7.07 hereof,
      including payment of all compensation, expense and liabilities
      incurred, and all advances made, by the Trustee and the costs and
      expenses of collection;

            Second: to Holders of Notes for amounts due and unpaid on the Notes
      for Accreted Value, premium and Additional Interest, if any, and interest,
      ratably, without preference or priority of any kind, according to the
      amounts due and payable on the Notes for Accreted Value, premium and
      Additional Interest, if any and interest, respectively; and

            Third: to the Company or to such party as a court of competent
      jurisdiction shall direct in writing.

      The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

SECTION 6.11.     UNDERTAKING FOR COSTS.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any


                                      -72-
<PAGE>
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section does not apply
to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount at maturity of
the then outstanding Notes.

                                   ARTICLE 7.

                                     TRUSTEE

SECTION 7.01.     DUTIES OF TRUSTEE.

            (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs.

            (b) Except during the continuance of an Event of Default:

                  (i) the duties of the Trustee shall be determined solely by
            the express provisions of this Indenture and the Trustee need
            perform only those duties that are specifically set forth in this
            Indenture and no others, and no implied covenants or obligations
            shall be read into this Indenture against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon certificates or
            opinions furnished to the Trustee and conforming to the requirements
            of this Indenture. However, the Trustee shall examine the
            certificates and opinions to determine whether or not they conform
            to the requirements of this Indenture.

            (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (i) this paragraph does not limit the effect of paragraph (b)
            or (d) of this Section;

                  (ii) the Trustee shall not be liable for any error of judgment
            made in good faith by a Responsible Officer, unless it is proved
            that the Trustee was negligent in ascertaining the pertinent facts;
            and

                  (iii) the Trustee shall not be liable with respect to any
            action it takes or omits to take in good faith in accordance with a
            direction received by it pursuant to Section 6.05 hereof.

            (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c) and (e) of this Section.

            (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.


                                      -73-
<PAGE>
            (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

SECTION 7.02.     RIGHTS OF TRUSTEE.

            (a) The Trustee may, in the absence of bad faith on its part,
conclusively rely upon any document believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate
any fact or matter stated in the document.

            (b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel selected by it and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.

            (c) The Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent or attorney
appointed with due care.

            (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

            (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

            (f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or
direction.

            (g) Any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution.

            (h) The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine, to the extent necessary and consistent with each inquiry or
investigation, the books, records and premises of the Company, personally or by
agent or attorney at the sole cost of the Company and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation.

            (i) The Trustee shall not be deemed to have notice, nor shall it be
charged with knowledge, of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of
such Default or Event of Default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes and this
Indenture.

            (j) The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the


                                      -74-
<PAGE>
Trustee in each of its capacities hereunder, and to each agent, custodian and
other Person employed to act hereunder.

            (k) The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles or officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

            (l) In no event shall the Trustee be responsible for liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.

            (m) The Trustee shall not be responsible or liable for any failure
or delay in the performance of its obligations under this Indenture arising out
of or caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fire; flood;
terrorism; wars and other military disturbances; sabotage; epidemics; riots;
interruptions; loss or malfunctions of utilities, computer (hardware or
software) or communication services; accidents; labor disputes; acts of civil or
military authority and governmental action.


SECTION 7.03.     INDIVIDUAL RIGHTS OF TRUSTEE.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee. However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the Commission for permission
to continue as trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04.     TRUSTEE'S DISCLAIMER.

      The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes or any security for the
payment of the Notes, it shall not be accountable for the Company's use of the
proceeds from the Notes or any money paid to the Company or upon the Company's
direction under any provision of this Indenture, it shall not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee, and it shall not be responsible for any statement or recital herein or
any statement in the Notes or any other document in connection with the sale of
the Notes or pursuant to this Indenture other than its certificate of
authentication.

SECTION 7.05.     NOTICE OF DEFAULTS.

      If a Default or Event of Default occurs and is continuing and if it is
actually known to a Responsible Officer of the Trustee, the Trustee shall mail
to Holders of Notes a notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default in payment
of principal of, premium and Additional Interest, if any, or interest on any
Note, the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes.


                                      -75-
<PAGE>
SECTION 7.06.     REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

      Within 60 days after each May 15 beginning with the May 15, 2005 following
the Issue Date, and for so long as Notes remain outstanding, the Trustee shall
mail to the Holders of the Notes a brief report dated as of such reporting date
that complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section
313(b)(2) to the extent applicable. The Trustee shall also transmit by mail all
reports as required by TIA Section 313(c).

      A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the Commission and each stock
exchange on which the Notes are listed in accordance with TIA Section 313(d).
The Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange or any delisting thereof.

SECTION 7.07.     COMPENSATION AND INDEMNITY.

      The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon written request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services. Such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee's agents and counsel.

      The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

      The obligations of the Company under this Section 7.07 shall survive the
resignation or removal of the Trustee, the satisfaction and discharge of this
Indenture and the termination of this Indenture.

      To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Notes. Such Lien shall survive the resignation or removal of the
Trustee, the satisfaction and discharge of this Indenture and the termination of
this Indenture.

      In addition and without prejudice to its rights hereunder, when the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(ix) or (x) hereof occurs, the expenses and the compensation for
the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy Law.


                                      -76-
<PAGE>
SECTION 7.08.     REPLACEMENT OF TRUSTEE.

      A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

      The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of Notes of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

            (a) the Trustee fails to comply with Section 7.10 hereof;

            (b) the Trustee is adjudged a bankrupt or an insolvent or an order
      for relief is entered with respect to the Trustee under any Bankruptcy
      Law;

            (c) a Custodian or public officer takes charge of the Trustee or its
      property; or

            (d) the Trustee becomes incapable of acting.

      If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount at maturity of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

      If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of Notes of at least 10% in principal amount at maturity of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

      If the Trustee, after written request by any Holder of a Note who has been
a Holder of a Note for at least six months, fails to comply with Section 7.10,
such Holder of a Note may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders of the Notes. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

SECTION 7.09.     SUCCESSOR TRUSTEE BY MERGER, ETC.

      If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another Person, the
successor Person without any further act shall be the successor Trustee.

SECTION 7.10.     ELIGIBILITY; DISQUALIFICATION.

      There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws


                                      -77-
<PAGE>
to exercise corporate trustee power, that is subject to supervision or
examination by federal or state authorities and (i) that has a combined capital
and surplus of at least $50 million as set forth in its most recent published
annual report of condition, or (ii) that is a wholly-owned subsidiary of a bank
or bank holding company which has a consolidated net worth in excess of $50
million.

      This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

      For purposes of Section 310(b)(1) of the TIA and to the extent permitted
thereby, the Trustee shall not be deemed to have a conflicting interest arising
from its capacity as trustee in respect of the (i) the Indenture, dated January
14, 1998, as amended, pursuant to which Cinemark USA, Inc.'s 8-1/2% Series B
Senior Subordinated Notes due 2008 are outstanding and (ii) the Indenture, dated
February 11, 2003, between Cinemark USA, Inc, and the Trustee, pursuant to which
Cinemark USA, Inc.'s 9% Senior Subordinated Notes due 2013 are outstanding.
Nothing herein shall prohibit the Trustee from making the application to the
Commission referred to in the penultimate paragraph of Section 310(b) of the
TIA.


SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

      The Trustee is subject to TIA Section 311(a), excluding any creDITor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8.

                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.     OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

      The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Eight.

SECTION 8.02.     LEGAL DEFEASANCE AND DISCHARGE.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, the Company shall be deemed
to have been discharged from all of its obligations with respect to all
outstanding Notes and this Indenture on the date the conditions set forth below
are satisfied or the Guarantors shall be deemed to have been discharged with
respect to their Subsidiary Guarantees (hereinafter, "Legal Defeasance"). For
this purpose, Legal Defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding
Notes, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 hereof, and to have satisfied all its other obligations
under such Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the
same); provided that the following provisions which shall survive until
otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive payments in respect of the principal of, or
interest or premium and Additional Interest, if any, on such Notes when such
payments are due from the trust referred to in clause (b), (b) the Company's
obligations with respect to the Notes concerning issuing temporary Notes,
registration of Notes, mutilated, destroyed, lost or stolen Notes and the
maintenance of an office or agency for payment and money for security payments
held in trust; (c) the rights, powers,


                                      -78-
<PAGE>
trusts, duties and immunities of the Trustee, and the Company's and the
Guarantor's obligations in connection therewith and (d) this Article 8. Subject
to compliance with this Article 8, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

SECTION 8.03.     COVENANT DEFEASANCE.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 5.01(iv) hereof with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(iv) through 6.01(vi) hereof shall not constitute Events of
Default.

SECTION 8.04.     CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

      The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:

            (a) the Company must irrevocably deposit with the Trustee, in trust,
      for the benefit of the Holders, cash in United States dollars,
      non-callable Government Securities, or a combination thereof, in such
      amounts as shall be sufficient, in the opinion of a nationally recognized
      firm of independent public accountants, to pay the principal of, or
      interest and Additional Interest, if any, on the outstanding Notes on
      their Stated Maturity or on the applicable redemption date, as the case
      may be, and the Company must specify whether the Notes are being defeased
      to maturity or to a particular redemption date;

            (b) in the case of an election under Section 8.02 hereof, the
      Company shall have delivered to the Trustee an Opinion of Counsel
      reasonably acceptable to the Trustee confirming that (A) the Company has
      received from, or there has been published by, the Internal Revenue
      Service a ruling or (B) since the Issue Date, there has been a change in
      the applicable federal income tax law, in either case to the effect that,
      and based thereon such Opinion of Counsel shall confirm that, the Holders
      of the outstanding Notes shall not recognize income, gain or loss for
      federal income tax purposes as a result of such Legal Defeasance and shall
      be subject to federal income tax on the same amounts, in the same manner
      and at the same times as would have been the case if such Legal Defeasance
      had not occurred;

            (c) in the case of an election under Section 8.03 hereof, the
      Company shall have delivered to the Trustee an Opinion of Counsel in the
      United States reasonably acceptable to the Trustee confirming that the
      Holders of the outstanding Notes shall not recognize income, gain or


                                      -79-
<PAGE>
      loss for federal income tax purposes as a result of such Covenant
      Defeasance and shall be subject to federal income tax on the same amounts,
      in the same manner and at the same times as would have been the case if
      such Covenant Defeasance had not occurred;

            (d) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit (other than a Default or Event of
      Default resulting from the incurrence of Indebtedness all or a portion of
      the proceeds of which shall be used to defease the Notes pursuant to this
      Article Eight concurrently with such incurrence);

            (e) such Legal Defeasance or Covenant Defeasance shall not result in
      a breach or violation of, or constitute a default under, any material
      agreement or instrument (other than this Indenture) to which the Company
      or any of its Subsidiaries is a party or by which the Company or any of
      its Subsidiaries is bound;

            (f) the Company must have delivered to the Trustee an Opinion of
      Counsel to the effect that, assuming that no intervening bankruptcy of the
      Company between the date of the deposit and the 91st day following the
      deposit will occur and that no Holder of Notes is an insider of the
      Company under applicable bankruptcy law, no trust funds will be subject to
      the effect of any applicable bankruptcy, insolvency, reorganization or
      similar laws affecting creditors' rights generally;

            (g) the Company shall have delivered to the Trustee an Officers'
      Certificate stating that the deposit was not made by the Company with the
      intent of preferring the Holders over the other creditors of the Company
      or with the intent of defeating, hindering, delaying or defrauding
      creditors of the Company or others; and

            (h) the Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for or relating to the Legal Defeasance or the Covenant
      Defeasance have been complied with.

SECTION 8.05.     DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN
                  TRUST; OTHER MISCELLANEOUS PROVISIONS.

      Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal of or premium, if any, Additional
Interest, if any, or interest, but such money need not be segregated from other
funds except to the extent required by law.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

      Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof


                                      -80-
<PAGE>
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

SECTION 8.06.     REPAYMENT TO THE COMPANY.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or premium, if any,
Additional Interest, if any, or interest on the Notes and remaining unclaimed
for two years after such principal, and premium, if any, Additional Interest, if
any, or interest has become due and payable shall be paid to the Company on its
request or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter, as a creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining shall be repaid to the Company.

SECTION 8.07.     REINSTATEMENT.

      If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company has made any
payment of principal of, premium, if any, Additional Interest, if any, or
interest on any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.     WITHOUT CONSENT OF HOLDERS OF NOTES.

      Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture or the Notes without the consent
of any Holder of a Note:

            (a) to cure any ambiguity, defect or inconsistency;

            (b) to provide for uncertificated Notes in addition to or in place
      of certificated Notes (provided that the uncertificated Notes are issued
      in registered form for purposes of Section 163(f) of the Code, or in a
      manner such that the uncertificated Notes are described in Section
      163(f)(2)(b) of the Code);

            (c) to provide for the assumption of the Company's obligations to
      the Holders of the Notes in case of a merger or consolidation or sale of
      all or substantially all of the Company's assets;


                                      -81-
<PAGE>
            (d) to make any change that would provide any additional rights or
      benefits to the Holders of the Notes or that does not adversely affect the
      legal rights hereunder of any Holder of the Note;

            (e) to provide for the issuance of Additional Notes in accordance
      with the limitations set forth in this Indenture;

            (f) to add Subsidiary Guarantees with respect to the Notes; or

            (g) to comply with the requirements of the Commission in order to
      effect or maintain the qualification of this Indenture under the TIA.

      Upon the request of the Company accompanied by a resolution of the Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.02.     WITH CONSENT OF HOLDERS OF NOTES.

      Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including Sections 4.10 and 4.15 hereto)
and the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in principal amount at maturity of the Notes then
outstanding voting as a single class (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of or premium, if any, Additional Interest, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture or
the Notes may be waived with the consent of the Holders of a majority in
principal amount at maturity of the then outstanding Notes voting as a single
class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes). Section 2.08
hereof shall determine which Notes are considered to be "outstanding" for
purposes of this Section 9.02.

      Upon the request of the Company accompanied by a resolution of the Board
of Directors of the Company authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company in the execution of such amended
or supplemental Indenture unless such amended or supplemental Indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

      It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

      However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
nonconsenting Holder):


                                      -82-
<PAGE>
            (a) reduce the principal amount of Notes whose Holders must consent
      to an amendment, supplement or waiver;

            (b) reduce the principal or Accreted Value of or change the fixed
      maturity of any Note or alter the provisions with respect to the
      redemption of the Notes (other than provisions relating to Sections 4.10
      and 4.15 hereof);

            (c) reduce the rate of or change the time for payment of interest on
      any Note;

            (d) waive a Default or Event of Default in the payment of principal
      of, or interest or premium, or Additional Interest, if any, on the Notes
      (except a rescission of acceleration of the Notes by the Holders of at
      least a majority in aggregate principal amount at maturity of the Notes
      and a waiver of the payment default that resulted from such acceleration);

            (e) make any Note payable in currency other than that stated in the
      Notes;

            (f) make any change in the provisions of this Indenture relating to
      waivers of past Defaults or the rights of Holders of Notes to receive
      payments of principal of, or interest or premium or Additional Interest,
      if any, on the Notes;

            (g) waive a redemption payment with respect to any Note (other than
      a payment required by Sections 4.10 or 4.15 hereof);

            (h) release any Guarantor from any of its Obligations under its
      Subsidiary Guarantee or this Indenture, except in accordance with the
      terms of this Indenture; or

            (i) make any change in the foregoing amendment and waiver
      provisions.

SECTION 9.03.     COMPLIANCE WITH TRUST INDENTURE ACT.

      Every amendment or supplement to this Indenture or the Notes shall be set
forth in a amended or supplemental Indenture that complies with the TIA as then
in effect.

SECTION 9.04.     REVOCATION AND EFFECT OF CONSENTS.

      Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.05.     NOTICE OF AMENDMENT; NOTATION ON OR EXCHANGE OF NOTES.

      After any amendment under this Article becomes effective, the Company
shall mail to Holders of Notes a notice briefly describing such amendment. The
failure to give such notice to all Holders of Notes, or any defect therein,
shall not impair or affect the validity of an amendment under this Article.

      The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee


                                      -83-
<PAGE>
shall, upon receipt of an Authentication Order, authenticate new Notes that
reflect the amendment, supplement or waiver.

      Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06.     TRUSTEE TO SIGN AMENDMENTS, ETC.

      The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement, in the sole
discretion of the Trustee, does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental Indenture until its Board of Directors approves it. In executing
any amended or supplemental indenture, the Trustee shall be entitled to receive
and (subject to Section 7.01 hereof) shall be fully protected in relying upon,
in addition to the documents required by Section 11.04 hereof, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such amended
or supplemental indenture is authorized or permitted by this Indenture.

                                   ARTICLE 10.

                           SATISFACTION AND DISCHARGE

SECTION 10.01.             SATISFACTION AND DISCHARGE

      This Indenture shall be discharged and shall cease to be of further
effect, except as to surviving rights of registration of transfer or exchange of
the Notes, as to all Notes issued hereunder, when:

      (a)   either:

            (i) all Notes that have been authenticated, except lost, stolen or
      destroyed Notes that have been replaced or paid and Notes for whose
      payment money has previously been deposited in trust and thereafter repaid
      to the Company, have been delivered to the Trustee for cancellation; or

            (ii) all Notes that have not been delivered to the Trustee for
      cancellation have become due and payable by reason of the mailing of a
      notice of redemption or otherwise or will become due and payable within
      one year and the Company or any Guarantor has irrevocably deposited or
      caused to be deposited with the Trustee as trust funds in trust solely for
      the benefit of the Holders, cash in U.S. dollars, non-callable Government
      Securities, or a combination of cash in U.S. dollars and noncallable
      Government Securities, in amounts as will be sufficient without
      consideration of any reinvestment of interest, to pay and discharge the
      entire Indebtedness on the Notes not delivered to the Trustee for
      cancellation for principal, premium and Additional Interest, if any, and
      accrued interest to the date of maturity or redemption;

      (b) no Default or Event of Default has occurred and is continuing on the
date of the deposit or shall occur as a result of the deposit and the deposit
shall not result in a breach or violation of, or constitute a default under, any
other instrument to which the Company or any Guarantor is a party or by which
the Company or any Guarantor is bound;

      (c)   the Company  or any Guarantor has paid or caused to be paid all
other sums payable by it under this Indenture; and


                                      -84-
<PAGE>
      (d) the Company has delivered irrevocable instructions to the Trustee
under this Indenture to apply the deposited money toward the payment of the
Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to the satisfaction
and discharge have been satisfied.

SECTION 10.02.    DEPOSITED CASH AND GOVERNMENT SECURITIES.

      Subject to Section 10.03 hereof, all cash and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 10.02, the
"Trustee") pursuant to Section 10.01 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest and
Additional Interest, if any, but such cash and securities need not be segregated
from other funds except to the extent required by law.

SECTION 10.03.    REPAYMENT TO COMPANY.

      Any cash or non-callable Government Securities deposited with the Trustee
or any Paying Agent, or then held by the Company, in trust for the payment of
the principal of, premium, if any, or interest or Additional Interest, if any,
on, any Note and remaining unclaimed for two years after such principal, and
premium, if any, or interest or Additional Interest, if any, has become due and
payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder shall thereafter,
as an unsecured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such cash and
securities, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in The New York Times and The Wall Street Journal (national
edition), notice that such cash and securities remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such cash and
securities then remaining shall be repaid to the Company.

SECTION 10.04.    REINSTATEMENT.

      If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Sections 10.01
and 10.02, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Sections 10.01 and 10.02 hereof until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Sections 10.01 and 10.02
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium on, if any, or interest or Additional Interest,
if any, on any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.


                                      -85-
<PAGE>

                                   ARTICLE 11.

                                  MISCELLANEOUS

SECTION 11.01. TRUST INDENTURE ACT CONTROLS.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties shall control.

SECTION 11.02. NOTICES.

      Any notice or communication by the Company or the Trustee shall be in
writing (which may be a facsimile, receipt confirmed) and delivered in person or
mailed by first class mail addressed as follows:

                  If to the Company:

                  Cinemark, Inc.
                  3900 Dallas Parkway
                  Suite 500
                  Plano, Texas 75093
                  Telephone No.:    (972) 665-1000
                  Facsimile No.:    (972) 665-1004
                  Attention: Chief Financial Officer

                  With a copy to:

                  Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                  1700 Pacific Avenue
                  Suite 4100
                  Dallas, Texas 75201
                  Phone No.:  (214) 969-2800
                  Telecopier No.: (214) 969-4343
                  Attention:  Terry M. Schpok, P.C.

                  If to the Trustee:

                  The Bank of New York Trust Company, N.A.
                  600 North Pearl Street, Suite 420
                  Dallas, Texas 75201
                  Attention: Corporate Trust Division
                  Re:  Cinemark, Inc.


      The Company or the Trustee, by notice to the other may designate
additional or different addresses for subsequent notices or communications.

      All notices and communications (other than those sent to Holders) shall be
in writing and shall be deemed to have been duly given when received.

      Any notice or communication to a Holder shall be mailed by first class
mail to its address shown on the register kept by the Registrar. Any notice or
communication shall also be so mailed to any Person


                                      -86-
<PAGE>
described in TIA Section 313(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders.

      If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

SECTION 11.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.


      Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

SECTION 11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.


      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

            (a) an Officers' Certificate (which shall include the statements set
      forth in Section 11.05 hereof) stating that, in the opinion of the
      signers, all conditions precedent (including any covenants compliance with
      which constitutes a condition precedent) provided for in this Indenture
      relating to the proposed action have been satisfied;

            (b) an Opinion of Counsel (which shall include the statements set
      forth in Section 11.05 hereof) stating that, in the opinion of such
      counsel, all such conditions precedent (including any covenants compliance
      with which constitutes a condition precedent) have been satisfied.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such eligible and qualified Persons as to other matters, and any
such Person may certify or given an opinion as to such matters in one or several
documents;

      Any certificate or opinion of an Officer of the Company may be based,
insofar as it related to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such Officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any certificate or opinion of counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations
by, an officer or officers of the Company stating the information on which
counsel is relying unless such counsel knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to such matters are erroneous; and

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:



                                      -87-
<PAGE>
            (a) a statement that the person(s) making such certificate or
      opinion has read such covenant or condition;

            (b) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (c) a statement that, in the opinion of such person, he or she has
      or they have made such examination or investigation as is necessary to
      enable such person or persons to express an informed opinion as to whether
      or not such covenant or condition has been satisfied; and

            (d) a statement as to whether or not, in the opinion of such
      persons, such condition or covenant has been satisfied.

SECTION 11.06. RULES BY TRUSTEE AND AGENTS.

      The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 11.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
               STOCKHOLDERS.

      No director, officer, employee, incorporator or stockholder of the Company
or any Guarantor, as such, shall have any liability for any obligations of the
Company or any Subsidiary Guarantor under the Notes, this Indenture, any
Subsidiary Guarantees, or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

SECTION 11.08. GOVERNING LAW.

      THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 11.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

      This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 11.10. SUCCESSORS.

      All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors.

SECTION 11.11. SEVERABILITY.

      In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby to the
extent permitted by applicable law.

SECTION 11.12. COUNTERPART ORIGINALS.

      The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

                                      -88-
<PAGE>
SECTION 11.13. TABLE OF CONTENTS, HEADINGS, ETC.

      The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]



                                      -89-
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed this Indenture this
March 31, 2004.

                                   CINEMARK, INC.


                                   By:  /s/ Robert Copple
                                        ---------------------------------------
                                        Name:   Robert Copple
                                        Title:  Senior Vice President, Treasurer
                                                and Chief Financial Officer

                                   THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                   as Trustee


                                   By:  /s/ Patrick T. Giordano
                                        ---------------------------------------
                                        Name:   Patrick T. Giordano
                                        Title:  Vice President


                                      -90-
<PAGE>
                                                                       EXHIBIT A

[Insert the Global Note Legend, if applicable, pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable, pursuant to the provisions
of the Indenture]

[Insert the Regulation S Legend, if applicable, pursuant to the provisions of
the Indenture]

[Insert the Original Issue Discount Legend, if applicable, pursuant to the
provisions of the Indenture]

                                                            CUSIP No. __________
                                                             ISIN No. __________

                                 [Face of Note]

                      9-3/4% Senior Discount Notes due 2014

No.                                  Principal Amount at Maturity $____________

                                 CINEMARK, INC.

Cinemark, Inc., a Delaware Corporation (the "Company"),

promises to pay to ______________, or registered assigns,

the principal sum of _____________ Dollars on March 15, 2014 [or such greater or
lesser amount as may be indicated on Schedule A hereto]*.

Interest Payment Dates: March 15 and September 15, commencing September 15, 2009

Record Dates:  March 1 and September 1

Additional provisions of this Note are set forth on the other side of this Note.

Dated:

                                                     CINEMARK, INC.


                                                     By:  ______________________
                                                          Name:
                                                          Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the [Global] *  Notes referred

----------
* If this Note is a Global Note, include this provision.

                                      A-1
<PAGE>
to in the within-mentioned Indenture:

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
     as Trustee

By:
     --------------------------------------------
                   Authorized Signatory




                                      A-2
<PAGE>
                           [FORM OF REVERSE OF NOTES]

                      9-3/4% Senior Discount Notes due 2014

      Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

      1. Interest. Cinemark, Inc., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 9-3/4% per
annum. Until March 15, 2009, no interest will accrue, but the Accreted Value
will accrete (representing the amortization of original issue discount) between
the date of original issuance and March 15, 2009, on a semiannual bond
equivalent basis using a 360-day year comprised of twelve 30-day months such
that the Accreted Value shall be equal to the full principal amount at maturity
of the Notes on March 15, 2009 (the "Full Accretion Date"). The initial Accreted
Value per $1,000 in principal amount at maturity of Notes will be $623.73.
Beginning on March 15, 2009, interest on the Notes will accrue at the rate of
9-3/4% per annum and the Company will pay interest semi-annually in arrears on
March 15 and September 15 of each year, commencing September 15, 2009 or if any
such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the Full Accretion Date. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, if any, (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

      2. Method of Payment. The Company shall pay interest on the Notes (except
defaulted interest) and Additional Interest, if any, to the Persons who are
registered Holders of Notes at the close of business on the March 1 or September
1 next preceding the Interest Payment Date (each, a "Record Date"), even if such
Notes are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.12 of the Indenture. The Notes shall be
payable as to principal or premium, if any, Additional Interest, if any, or
interest at the office or agency of the Company maintained for such purpose
within the City and State of New York, or, at the option of the Company, payment
of interest and Additional Interest, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds shall be required
with respect to principal of or premium, if any, Additional Interest, if any, or
interest on the Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent prior to
the applicable Record Date. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

      3. Paying Agent and Registrar. Initially, The Bank of New York Trust
Company, N.A., the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

      4. Indenture. The Company issued the Notes under an Indenture, dated as of
March 31, 2004 ("Indenture"), between the Company and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are


                                      A-3
<PAGE>
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are obligations of the Company initially in the aggregate principal amount
at maturity of $577,173,000. Subject to compliance with Section 2.13 of the
Indenture, the Company is permitted to issue Additional Notes under the
Indenture in an unlimited principal amount. Any such Additional Notes that are
actually issued shall be treated as issued and outstanding Notes (and as the
same class as the Initial Notes) for all purposes of the Indenture, unless the
context clearly indicated otherwise.

      5. Optional Redemption.


            (a) At any time prior to March 15, 2007, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount at maturity
of Notes issued under the Indenture (including any Additional Notes) at a
redemption price of 109.750% of the Accreted Value thereof on the redemption
date, plus accrued and unpaid Additional Interest, if any, to the redemption
date, with the net cash proceeds of one or more Equity Offerings by the Company,
provided that: (i) at least 65% of the aggregate principal amount at maturity of
Notes issued under the Indenture (including any Additional Notes) remains
outstanding immediately after the occurrence of such redemption (excluding Notes
held by the Company or any of its Subsidiaries); and (ii) the redemption occurs
within 90 days of the date of the closing of such Equity Offering.

            (b) On and after March 15, 2009, the Company may redeem all or a
part of the Notes upon not less than 30 nor more than 60 days' notice except
that a redemption notice may be mailed more than 60 days prior to a redemption
if the notice is issued in connection with a defeasance of the notes or a
satisfaction and discharge of the indenture, at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued and unpaid
interest and Additional Interest, if any, on the Notes redeemed, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on of the years indicated below:

<TABLE>
<CAPTION>
      YEAR                                                                               Percentage
      ----                                                                               ----------
<S>                                                                                      <C>
      2009..............................................................                  104.875%
      2010..............................................................                  103.250%
      2011..............................................................                  101.625%
      2012 and thereafter...............................................                  100.000%
</TABLE>

      6. Special Mandatory Redemption. Notwithstanding the foregoing, in the
event that the Recapitalization is not consummated on or prior to May 12, 2004
or if the Merger Agreement is terminated prior to such time, the Company shall
redeem (the "Special Redemption") the Notes, in whole but not in part, on or
prior to May 14, 2004, at a redemption price (the "Special Redemption Price") in
cash equal to 100.0% of the Accreted Value of the Notes on the Special
Redemption Date. The "Special Redemption Date" means the earlier of the date
specified by the Company in an Officers' Certificate delivered in accordance
with the Escrow Agreement and May 14, 2004. The Trustee shall deliver to each
Holder a written notice (specifying the information specified in Section 3.03)
of the Special Redemption one Business Day prior to the Special Redemption Date.

      7. Repurchase at Option of Holder.


      (a) Upon the occurrence of a Change of Control, each Holder of Notes shall
have the right to require the Company to repurchase all or any part (equal to
$1,000 in principal amount at maturity or an integral multiple thereof) of such
Holder's Notes pursuant to the offer described below (the "Change of Control
Offer") at an offer price in cash equal to 101% of the Accreted Value thereof
plus accrued and


                                      A-4
<PAGE>
unpaid interest and Additional Interest thereon, if any, to the date of
repurchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.

      (b) If the Company or a Restricted Subsidiary consummates any Asset Sales,
when the aggregate amount of Excess Proceeds exceeds $15 million, the Company
shall commence an offer pursuant to Section 4.10 of the Indenture (an "Asset
Sale Offer") to all Holders of Notes and all holders of such other Indebtedness
of the Company that is pari passu with the Notes containing provisions similar
to those set forth in the Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum Accreted Value of
Notes and principal amount of such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds (the "Offer Amount"). The offer price in
any Asset Sale Offer shall be equal to 100% of the Accreted Value thereof plus
accrued and unpaid interest and Additional Interest, if any, thereon to the date
of purchase, and shall be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use those Excess Proceeds
for any purpose not otherwise prohibited by the Indenture. If the aggregate
Accreted Value of Notes and principal amount of other pari passu Indebtedness
tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Notes and such other pari passu Indebtedness shall be purchased on a pro rata
basis on the basis of the aggregate principal amount (or accreted value, as
applicable) of Notes and other pari passu Indebtedness tendered. Upon completion
of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.
Holders of Notes that are the subject of an offer to purchase shall receive an
Asset Sale Offer from the Company prior to any related purchase date and may
elect to have such Notes purchased by completing the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Notes.

      8. Notice of Redemption. Except as set forth in Section 3.08 of the
Indenture, notice of redemption shall be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder whose Notes are to be
redeemed at its registered address. Notes in denominations larger than $1,000
aggregate principal amount at maturity may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed.

      9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 aggregate principal amount at
maturity and integral multiples thereof. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer
of any Notes for a period of 15 days before a selection of Notes to be redeemed
or during the period between a record date and the corresponding Interest
Payment Date.

      10. Persons Deemed Owners. The registered Holder of a Note may be treated
as its owner for all purposes.


      11. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority of the aggregate principal amount at maturity of
the then outstanding Notes voting as a single class, and any existing default or
compliance with any provision of the Indenture or the Notes (other than a
Default or Event of Default in the payment of the principal of or premium, if
any, Additional Interest, if any, or interest on the Notes) or compliance with
any provision of the Indenture or the Notes may be waived with the consent of
the Holders of a majority of the aggregate principal amount at maturity of the
then


                                      A-5
<PAGE>
outstanding Notes voting as a single class. Without the consent of any Holder of
a Note, the Indenture or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Company's obligations to Holders of the Notes in case of a merger or
consolidation or sale of all or substantially all of the Company's assets, to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, to provide for the issuance of Additional
Notes in accordance with the limitations set forth in the Indenture, to add
Subsidiary Guarantees with respect to the Notes, or to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act.

      12. Defaults and Remedies. Events of Default shall include: (i) default
for 30 days by the Company in the payment when due of interest, or Additional
Interest with respect to the Notes; (ii) default by the Company in payment when
due of the principal of, or premium, if any, on the Notes; (iii) failure by the
Company or any of its Restricted Subsidiaries to comply with any of the
provisions of Section 5.01 of the Indenture; (iv) failure by the Company or any
of its Restricted Subsidiaries to comply with any of the provisions of Section
4.10 or 4.15 of the Indenture for 30 days after notice to the Company by the
Trustee; (v) failure by the Company or any of its Restricted Subsidiaries to
observe or perform any of the other agreements in the Indenture or the Notes for
60 days after notice to the Company by the Trustee; (vi) a default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the Issue Date, if
that default (a) is caused by a failure to pay principal on such Indebtedness
prior to the expiration of the grace period provided in such Indebtedness on the
date of such default (a "Payment Default") or (b) results in the acceleration of
such Indebtedness prior to its express maturity, and, in each case, the
principal amount of any such Indebtedness, together with the principal amount of
any other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $10.0 million or more;
(vii) a final judgment or final judgments for the payment of money are entered
by a court or courts of competent jurisdiction against the Company or any of its
Subsidiaries and such judgment or judgments remain unpaid or undischarged for a
period of 60 days; provided that the aggregate of all such undischarged
judgments exceeds $10.0 million (net of any amount with respect to which a
reputable and solvent insurance company has acknowledged liability in writing);
(viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm its obligations under
its Subsidiary Guarantee and (ix) certain events of bankruptcy or insolvency
with respect to the Company or any of its Restricted Subsidiaries that are
individually or collectively a Significant Subsidiary. In the case of an Event
of Default arising from certain events of bankruptcy or insolvency, as specified
in clause (ix) above, with respect to the Company, any Restricted Subsidiary
that is a Significant Subsidiary or any group of Restricted Subsidiaries that,
taken together, would constitute a Significant Subsidiary, all outstanding Notes
will become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount at maturity of the then outstanding
Notes may declare all the Notes to be due and payable immediately. Upon any such
declaration, the principal of (or, if prior to the Full Accretion Date, the
Accreted Value of), premium, if any, and accrued and unpaid interest, if any,
and Additional Interest, if any, shall become due and payable immediately.
Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
of the aggregate principal amount at maturity of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of


                                      A-6
<PAGE>
Default, except a Default or Event of Default relating to the payment of
principal of, or interest or premium or Additional Interest, if any, on the
Notes.

      13. Trustee Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

      14. No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Company or any Guarantor, as such, will have
any liability for any obligations of the Company under the Notes, the Indenture,
the Subsidiary Guarantee, the Registration Rights Agreement or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for the issuance of the
Notes.

      15. Authentication. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an Authenticating Agent.


      16. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with rights of survivorship
and not as tenants in common), CUST (= Note Custodian), and U/G/M/A (= Uniform
Gifts to Minors Act).

      17. Registration Rights Agreement. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of March 31, 2004, between the Company
and the Initial Purchasers.

      18. CUSIP, ISIN or Other Similar Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP, ISIN or other similar numbers to be printed on the
Notes and the Trustee may use CUSIP, ISIN or other similar numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.



                                      A-7
<PAGE>
                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below and have your signature
guaranteed: (I) or (we) assign and transfer this Note to

 ------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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


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


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


 ------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                       --------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

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


Date:                        Your Name:
      ---------------------            -----------------------------------------
                                       (Print your name exactly as it appears
                                       on the face of this Note)

                             Your Signature:
                                            ------------------------------------
                                      (Sign exactly as your name appears on the
                                      face of this Note)


                           Signature Guarantee*:
                                                --------------------------------



--------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A-8
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

                     [_] Section 4.10              [_] Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $ _____________

Date:______________       Your Signature:  __________________________________
                                          (Sign exactly as your name
                                           appears on the face of this Note)

                          Tax Identification No:______________________________

                          Signature Guarantee*:  _____________________________






----------------
(*Participant in a Recognized Signature
Guarantee Medallion Program)



                                      A-9
<PAGE>
              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

      The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

<TABLE>
<CAPTION>

                                                                          Principal Amount at
                                                                           Maturity of this
                           Amount of decrease    Amount of increase in        Global Note           Signature of
                           in Principal Amount    Principal Amount at       following such       authorized officer
                           at Maturity of this      Maturity of this         decrease (or           of Trustee or
    Date of Exchange           Global Note            Global Note              increase)           Note Custodian
<S>                        <C>                   <C>                      <C>                    <C>




</TABLE>




                                      A-10
<PAGE>
                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Cinemark, Inc.
3900 Dallas Parkway
Suite 500
Plano, TX 75093


Bank of New York Trust Company, N.A.
600 North Pearl Street
Suite 420
Dallas, Texas 75201,
Attention: Corporate Trust Division

      Re:   9-3/4% Senior Discount Notes due 2014

      Reference is hereby made to the Indenture, dated as of March 31, 2004 (the
"Indenture"), between Cinemark, Inc., as issuer (the "Company"), and The Bank of
New York Trust Company, N.A., as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

      __________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount at maturity of $ in such Note[s] or interests (the "Transfer"),
to _____________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

1. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

2. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S TEMPORARY GLOBAL NOTE, THE REGULATION S GLOBAL NOTE OR A DEFINITIVE
NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made
to a person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the




                                      B-1
<PAGE>
transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule
903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Distribution Compliance Period, the transfer
is not being made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note, the Temporary Regulation S Global Note and/or the Definitive Note
and in the Indenture and the Securities Act.

3. [_] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF
THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

      (a) [_] such Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act;

                                       or

      (b) [_] such Transfer is being effected to the Company or a subsidiary
thereof;

                                       or

(c) [_] such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus
delivery requirements of the Securities Act.

                                       or

         (d) [_] such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
      hereby further certifies that it has not engaged in any general
solicitation within the meaning of Regulation D under the Securities Act and the
Transfer complies with the transfer restrictions applicable to beneficial
interests in a Restricted Global Note or Restricted Definitive Notes and the
requirements of the exemption claimed, which certification is supported by (1) a
certificate executed by the Transferee in the form of Exhibit D to the Indenture
and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a
copy of which the Transferor has attached to this certification), to the effect
that such Transfer is in compliance with the Securities Act. Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the IAI Global Note and/or the Definitive Notes and in the Indenture and the
Securities Act.

4. [_] Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.



                                      B-2
<PAGE>
      (a) [_] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

      (b) [_] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

      (c) [_] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                        ---------------------------------
                                        [Insert Name of Transferor]

                                        By:  _____________________________
                                                 Name:
                                                 Title:
Dated:  _________, __



                                      B-3
<PAGE>
                       ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

      (a)   [_]      a beneficial interest in the:

            (i)      [_] 144A Global Note (CUSIP _______); or

            (ii)     [_] Regulation S Global Note (CUSIP ______); or

            (iii)    [_] IAI Global Note (CUSIP _______); or

      (b)   [_]      a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

      (a)   [_]      a beneficial interest in the:

            (i)      [_] 144A Global Note (CUSIP        ); or

            (ii)     [_] Regulation S Global Note (CUSIP         ); or

            (iii)    [_] IAI Global Note (CUSIP         ); or

            (iv)     [_] Unrestricted Global Note (CUSIP         ); or

      (b)   [_]      a Restricted Definitive Note; or

      (c)   [_]      an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.



                                      B-4
<PAGE>
                                  EXHIBIT C
                         FORM OF CERTIFICATE OF EXCHANGE

Cinemark, Inc.
3900 Dallas Parkway
Suite 500
Plano, TX 75093

Bank of New York Trust Company, N.A.
600 North Pearl Street
Suite 420
Dallas, Texas 75201,
Attention: Corporate Trust Division

      Re:   9-3/4% Senior Discount Notes due 2014

                                (CUSIP _________)

      Reference is hereby made to the Indenture, dated as of March 31, 2004 (the
"Indenture"), between Cinemark, Inc., as issuer (the "Company") and The Bank of
New York Trust Company, N.A., as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

      ________ , (the "Owner") owns and proposes to exchange the Note[s] or
interest in such Note[s] specified herein, in the principal amount of $______ in
such Note[s] or interests (the "Exchange"). In connection with the Exchange, the
Owner hereby certifies that:

1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

      (a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

      (b) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain


                                      C-1
<PAGE>
compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

      (c) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

      (d) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED
GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES

      (a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

      (b) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
144A Global Note, Regulation S Global Note, IAI Global Note, with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                      C-2
<PAGE>
                                                     ___________________________
                                                     [Insert Name of Transferor]

                                                     By:  ______________________
                                                              Name:
                                                              Title:
Dated:  _________, ____



                                      C-3
<PAGE>
                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Cinemark, Inc.
3900 Dallas Parkway
Suite 500
Plano, TX 75093

The Bank of New York Trust Company, N.A.
600 North Pearl Street, Suite 420
Dallas, Texas 75201
Attention: Corporate Trust Division
Re:  Cinemark, Inc.


      Re:   9-3/4% Senior Discount Notes due 2014

      Reference is hereby made to the Indenture, dated as of March 31, 2004 (the
"Indenture"), between Cinemark, Inc., as issuer (the "Company") and The Bank of
New York Trust Company, N.A., as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

      In connection with our proposed purchase of $________ aggregate principal
amount of:

      (a) [_] a beneficial interest in a Global Note, or

      (b) [_] a Definitive Note, we confirm that:

      1. We understand that any subsequent transfer of the Senior Discount Notes
or any interest therein is subject to certain restrictions and conditions set
forth in the Indenture and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Senior Discount Notes or any interest
therein except in compliance with, such restrictions and conditions and the
United States Securities Act of 1933, as amended (the "Securities Act").

      2. We understand that the offer and sale of the Senior Discount Notes have
not been registered under the Securities Act, and that the Senior Discount Notes
and any interest therein may not be offered or sold except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell the Senior
Discount Notes or any interest therein, we will do so only (A) to the Company or
any subsidiary thereof, (B) in accordance with Rule 144A under the Securities
Act to a "qualified institutional buyer" (as defined therein), (c) to an
institutional "accredited investor" (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
you and to the Company a signed letter substantially in the form of this letter
and an Opinion of Counsel in form reasonably acceptable to the Company to the
effect that such transfer is in compliance with the Securities Act, (D) outside
the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the provisions of Rule 144(k) under the
Securities Act or (F) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person purchasing the
Definitive Note or beneficial interest in a Global Note from us in a transaction
meeting the requirements of clauses (A) through (E) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.



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      3. We understand that, on any proposed resale of the Senior Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Senior Notes
purchased by us will bear a legend to the foregoing effect.

      4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Senior Notes, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or its investment.

      5. We are acquiring the Senior Discount Notes or beneficial interest
therein purchased by us for our own account or for one or more accounts (each of
which is an institutional "accredited investor") as to each of which we exercise
sole investment discretion.

      You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                       __________________________________
                                       [Insert Name of Accredited Investor]

                                       By:  _____________________________
                                                Name:
                                                Title:
Dated:  _________, ____



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