**EXHIBIT 10.15(b)**
            FIRST AMENDMENT, dated as of August 18, 2004 (this “Amendment”), to theAMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 2, 2004 (the “CreditAgreement”), among CINEMARK, INC. (the “Parent”), CNMK HOLDING, INC.(“Holdings”), CINEMARK USA, INC. (the “Borrower”), the several banks and otherfinancial institutions or entities from time to time parties to the CreditAgreement (the “Lenders”), LEHMAN BROTHERS INC. and GOLDMAN SACHS CREDITPARTNERS L.P., as joint lead arrangers and joint bookrunners, GOLDMAN SACHSCREDIT PARTNERS L.P., as syndication agent, DEUTSCHE BANK SECURITIES INC., THEBANK OF NEW YORK, GENERAL ELECTRIC CAPITAL CORPORATION and CIBC INC., asco-documentation agents, and LEHMAN COMMERCIAL PAPER INC., as administrativeagent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
            WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed tomake, and have made, certain Loans and other extensions of credit to theBorrower;
            WHEREAS, the Parent and the Borrower wish to repurchase from time to timea portion of (i) the Borrower’s 9% Senior Subordinated Notes due 2013 and (ii)the Parent’s Senior Discount Notes, and the Borrower has requested that theLenders agree to amend certain provisions of the Credit Agreement to permitsuch repurchases and make other amendments as set forth herein;
            WHEREAS, the Borrower wishes to consummate the Brazilco Acquisition andhas requested that the Lenders agree to delete the requirement of Section6.11(d) of the Credit Agreement requiring that the Borrower designate Brazilcoas a Class II Restricted Subsidiary, and make other amendments as set forthherein;
            WHEREAS, the Borrower desires to refinance the outstanding principalbalance of the Term Loans made on the Effective Date (the “August 2004 TermLoan Refinancing”);
            WHEREAS, in order to finance the August 2004 Term Loan Refinancing, theBorrower has requested that the Lenders agree to make certain amendments to theCredit Agreement; and
            WHEREAS, the Lenders have agreed to make such amendments solely upon theterms and conditions provided for in this Amendment;
            NOW, THEREFORE, the parties hereto agree as follows:
            1. Defined Terms. Unless otherwise noted herein, terms defined in theCredit Agreement and used herein shall have the meanings given to them in theCredit Agreement.
            2. Amendment to Section 1.1 of the Credit Agreement (Defined Terms).
            (a) Section 1.1 of the Credit Agreement is hereby amended by adding thefollowing new definitions in the appropriate alphabetical order:
       “August 2004 Term Loan Refinancing”: the refinancing of theoutstanding principal balance of the Existing Term Loans on the FirstAmendment Effective Date.
       “Existing Term Loans”: the Term Loans (as defined in the CreditAgreement in effect prior to the First Amendment Effective Date).
       “Existing Term Loan Lender”: each Lender that holds an ExistingTerm Loan.
 

 

       “First Amendment”: the First Amendment, dated as of August 18,2004, to this Agreement.
       “First Amendment Effective Date”: the date on which the conditionsprecedent set forth in Section 16 of the First Amendment shall have beensatisfied.
       “First Amendment Lender Addendum”: with respect to each Tranche CTerm Loan Lender, a First Amendment Lender Addendum, substantially in theform of Exhibit C to the First Amendment, duly executed and delivered bysuch Tranche C Term Loan Lender.
       “Rollup Subsidiaries”: Pricino I, L.P., Pricino II, L.P, PricinoIII, L.P., Pricino IV, L.P., Pricino V, L.P., Pricino VI, L.P., PricinoVII, L.P., Pricino VIII, L.P., Pricino IX, L.P., Pricino X, L.P., PricinoXI, L.P., Pricino XII, L.P., Priciba EY Trust XIII and Priciba RI TrustXIII or any of their successors.
       “Rollup Transaction”: the acquisition, in one or multipletransactions, by the Borrower or any of its Subsidiaries of the legal orbeneficial interests in the Rollup Subsidiaries which are landlords in upto thirteen of the Borrower’s properties which were sold to such RollupSubsidiaries as part of a sale leaseback transaction.
       “Tranche C Term Loan”: as defined in Section 2.24(a).
       “Tranche C Term Loan Commitment”: as to any Lender, the obligationof such Lender, if any, to make a Tranche C Term Loan to the Borrowerhereunder in a principal amount not to exceed the amount set forth underthe heading “Tranche C Term Loan Commitment” opposite such Lender’s nameon Schedule 1 to the First Amendment Lender Addendum delivered by suchLender, or, as the case may be, in the Assignment and Acceptance pursuantto which such Lender became a party hereto, as the same may be changedfrom time to time pursuant to the terms hereof. The original aggregateamount of the Tranche C Term Loan Commitments is $259,350,000.
       “Tranche C Term Loan Facility”: the Tranche C Term Loan Commitmentsand the Tranche C Term Loans made thereunder.
       “Tranche C Term Loan Lender”: each Lender which has a Tranche CTerm Loan Commitment or holds a Tranche C Term Loan.
       “Tranche C Term Loan Percentage”: as to any Tranche C Term LoanLender at any time, the percentage which such Lender’s Tranche C TermLoan Commitment then constitutes of the aggregate Tranche C Term LoanCommitments (or, at any time after the First Amendment Effective Date,the percentage which the aggregate amount of such Lender’s Tranche C TermLoans then outstanding constitutes of the aggregate principal amount ofTranche C Term Loans then outstanding).
            (b) Section 1.1 is further amended by deleting the defined terms“Applicable Margin”, “Brazilco”, “Investment Limit”, “Term Loan”, “Term LoanCommitment”, “Term Loan Facility” and “Term Loan Lender” substituting in lieuthereof the following new definitions in the appropriate alphabetical order:
       “Applicable Margin”: for each Type of Loan under each Facility, therate per annum set forth opposite such Facility under the relevant columnheading below:           **Base Rate Loans** **Eurodollar Loans**Tranche C Term Loan Facility  1.00%  2.00%Revolving Credit Facility  1.50%  2.50%;
 

 

provided that, on and after the first Adjustment Date occurring after thecompletion of two full fiscal quarters of the Borrower after theEffective Date, the Applicable Margin with respect to the Loans will bedetermined pursuant to the Pricing Grid.
       “Brazilco”: the collective reference to Cinemark Brasil S.A.,Cinemark Empreendimentos e Participacoes Ltda. and, upon the acquisitionthereof by a subsidiary, NN Participacoes Ltda.
       “Investment Limit”: on any date of determination, the sum of (a)$100,000,000 plus (b) the lesser of (i) $75,000,000 and (ii) an amountequal to (x) 50% of the aggregate amount of Excess Cash Flow for eachFiscal Year ended after the Closing Date prior to such date ofdetermination minus (y) the excess, if any, of (A) the aggregate amountof 9% Senior Subordinated Notes due 2013 and Senior Discount Notesprepaid, repurchased or redeemed after the First Amendment Effective Datepursuant to Section 7.9(a) over (B) an amount equal to 50% of theaggregate amount of Excess Cash Flow for each Fiscal Year ended after theClosing Date prior to such date of determination.
       “Term Loan”: each Tranche C Term Loan.
       “Term Loan Commitment”: as to any Lender, its Tranche C Term LoanCommitment.
       “Term Loan Facility”: the Tranche C Term Loan Commitments and theTranche C Term Loans made thereunder.
       “Term Loan Lender”: each Tranche C Term Loan Lender.
            (c) Section 1.1 of the Credit Agreement is hereby further amended byamending the definition of “Unrestricted Subsidiary” by adding the followingnew sentence at the end of the definition of Unrestricted Subsidiary: “Inaddition, upon the consummation of the Rollup Transaction, the RollupSubsidiaries shall be Unrestricted Subsidiaries.”.
            3. Amendment to Sections 2.1 (Term Loan Commitments), 2.2 (Procedure forTerm Loan Borrowing) and 2.3(Repayment of Term Loans) of the Credit Agreement.Sections 2.1, 2.2 and 2.3 of the Credit Agreement are hereby amended bydeleting them in their entirety and, in each case, substituting in lieu thereofthe words “[Intentionally Omitted].”.
            4. Amendment to Section 2.6(a) of the Credit Agreement (Repayment ofLoans; Evidence of Debt). Section 2.6(a) of the Credit Agreement is herebyamended by deleting the reference to “Section 2.3” therein and substituting inlieu thereof a reference to “Section 2.24”.
            5. Amendment to Section 2.9 of the Credit Agreement (OptionalPrepayments). Section 2.9 of the Credit Agreement is hereby amended bydeleting the Section in its entirety and substituting in lieu therefor thefollowing new Section 2.9:
       2.9 Optional Prepayments. The Borrower may at any time and fromtime to time prepay the Loans, in whole or in part:
       (x) at any time on or prior to the first anniversary of the FirstAmendment Effective Date, without premium or penalty other than pursuantto Section 2.19 and this Section 2.9, at a prepayment price equal to (1)with respect to any optional prepayment of Revolving Credit Loans, 100%of the principal amount of the Revolving Credit Loans optionally prepaid(together with all amounts payable in connection therewith pursuant toSection 2.19), (2) with respect to any optional prepayment of Term Loansmade with the Net Cash Proceeds of an issuance or incurrence of termloans or high yield debt securities, 101% of the principal amount of theTerm Loans optionally prepaid (together with all amounts payable inconnection therewith pursuant to Section 2.19), and (3) with respect toany other optional prepayment of the Term
 

 

Loans, 100% of the principal amount of the Term Loans optionallyprepaid (together with all amounts payable in connection therewithpursuant to Section 2.19); and
       (y) at any time after the first anniversary of the First AmendmentEffective Date, without premium or penalty (other than pursuant toSection 2.19).
       In each case, the Borrower shall deliver irrevocable notice to theAdministrative Agent at least three Business Days prior thereto in thecase of Eurodollar Loans and at least one Business Day prior thereto inthe case of Base Rate Loans, which notice shall specify the date andamount of such prepayment, whether such prepayment is of Term Loans orRevolving Credit Loans, and whether such prepayment is of Eurodollar Loansor Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on anyday other than the last day of the Interest Period applicable thereto, theBorrower shall also pay any amounts owing pursuant to Section 2.19. Uponreceipt of any such notice the Administrative Agent shall promptly notifyeach relevant Lender thereof. If any such notice is given, the amountspecified in such notice shall be due and payable on the date specifiedtherein, together with (except in the case of Revolving Credit Loans thatare Base Rate Loans) accrued interest to such date on the amount prepaid.Partial prepayments of Term Loans and Revolving Credit Loans shall be inan aggregate principal amount of $1,000,000 or a whole multiple of$200,000 in excess thereof.
            6. Amendment to Section 2.10 of the Credit Agreement (MandatoryPrepayments). Section 2.10 of the Credit Agreement is hereby amended by addingthe following new sentence before the last sentence of Section 2.10(b):
            Each prepayment of the Term Loans under this Section 2.10(b) madewith the Net Cash Proceeds of the incurrence of term loans or high-yielddebt securities shall (x) at any time on or prior to the firstanniversary of the First Amendment Effective Date, be at a prepaymentprice equal to 101% of the principal amount of the Term Loans beingprepaid (together with all amounts payable in connection therewithpursuant to Section 2.19) and (y) at any time after the first anniversaryof the First Amendment Effective Date, be at a prepayment price equal to100% of the principal amount of the Term Loans being prepaid (togetherwith all amounts payable in connection therewith pursuant to Section2.19), and in each case shall be without premium or penalty other thanpursuant to clause (x) above and Section 2.19.
            7. Amendment to Section 2 of the Credit Agreement (Amount and Terms of theCommitments). Section 2 of the Credit Agreement is hereby amended by addingthe following new Section 2.24 in the appropriate numerical order:
            2.24 Tranche C Term Loan Facility.
       (a) Tranche C Term Loans. Subject to the terms and conditionshereof, the Tranche C Term Loan Lenders severally agree to make termloans (each, a “Tranche C Term Loan”) to the Borrower on the FirstAmendment Effective Date in an amount for each Tranche C Term Loan Lendernot to exceed the amount of the Tranche C Term Loan Commitment of suchLender. The Tranche C Term Loans may from time to time be EurodollarLoans or Base Rate Loans, as determined by the Borrower and notified tothe Administrative Agent in accordance with Sections 2.24(b) and 2.11.
       (b) Procedure for Tranche C Term Loan Borrowing. The Borrower shalldeliver to the Administrative Agent a Borrowing Notice (which BorrowingNotice must be received by the Administrative Agent prior to 12:00 Noon,New York City Time, at least three Business Days prior to the anticipatedFirst Amendment Effective Date) requesting that the Tranche C Term LoanLenders make the Tranche C Term Loans on the First Amendment EffectiveDate. Upon receipt of such Borrowing Notice the Administrative Agentshall promptly notify each Tranche C Term Loan Lender thereof. Not laterthan 12:00 Noon, New York City time, on the First Amendment EffectiveDate each Tranche C Term Loan Lender shall make available to theAdministrative Agent at the Funding Office an amount in immediately
 

 

available funds equal to the Tranche C Term Loan to be made by suchLender; provided, however, that, at the option of each Tranche C TermLoan Lender that is an Existing Term Loan Lender immediately prior to theFirst Amendment Effective Date, all or a portion of the aggregate amountof the Existing Term Loans of such Tranche C Term Loan Lender may beconverted to Tranche C Term Loans and applied toward satisfaction of theforegoing funding requirement. Subject to the immediately precedingsentence, the Administrative Agent shall use the amounts made availableto the Administrative Agent by the Tranche C Term Loan Lenders to prepaythe Existing Term Loans outstanding on the First Amendment EffectiveDate.
       Notwithstanding anything to the contrary in the Credit Agreement,(i) the Interest Period in effect on the First Amendment Effective Datein respect of the Existing Term Loans that are being converted to TrancheC Term Loans on the First Amendment Effective Date (the “Current InterestPeriod”) will continue to be in effect for such Loans following the FirstAmendment Effective Date, but such converted Tranche C Term Loans shallbear interest for each day during the remainder of the Current InterestPeriod at a rate per annum equal to the Eurodollar Rate determined forsuch day, based upon the Eurodollar Base Rate in effect with respect tothe converted Existing Term Loans immediately prior to the FirstAmendment Effective Date, plus the Applicable Margin in effect for suchday after giving effect to the First Amendment, and (ii) the initialInterest Period of any new Tranche C Term Loan funded on the FirstAmendment Effective Date will end on the last day of the Current InterestPeriod, and such newly funded Tranche C Term Loans shall bear interestfor each day during the remainder of the Current Interest Period at arate per annum equal to the Eurodollar Rate determined for such day,based upon the Eurodollar Base Rate determined as if the First AmendmentEffective Date were the first day of such Interest Period**,**plus theApplicable Margin in effect for such day after giving effect to the FirstAmendment.
       Any Lender that has converted some but not all of its Existing TermLoan to a Tranche C Term Loan on the First Amendment Effective Date shallbe indemnified by the Borrower, with respect to the portion of suchLender’s Existing Term Loan not converted to a Tranche C Term Loan, asprovided in Section 2.19 of the Credit Agreement, which indemnity amountsshall be paid to each such Lender on the First Amendment Effective Date;provided, however, if a Lender converts all of its Existing Term Loan toan equivalent amount of a Tranche C Term Loan on the First AmendmentEffective Date, the indemnification provided in Section 2.19(c) of theCredit Agreement shall not apply to such Lender on the First AmendmentEffective Date.
       (c) Repayment of Tranche C Term Loans. The Tranche C Term Loansshall mature in 27 consecutive quarterly installments, commencing onSeptember 30, 2004, each of which shall be in the aggregate amount setforth below opposite such installment:     **Installment** **Principal Amount**September 30, 2004 $650,000 December 31, 2004 $650,000 March 31, 2005 $650,000 June 30, 2005 $650,000 September 30, 2005 $650,000 December 31, 2005 $650,000 March 31, 2006 $650,000 June 30, 2006 $650,000 September 30, 2006 $650,000 December 31, 2006 $650,000 March 31, 2007 $650,000 June 30, 2007 $650,000 September 30, 2007 $650,000 December 31, 2007 $650,000 
 

 
     **Installment** **Principal Amount**March 31, 2008 $650,000 June 30, 2008 $650,000 September 30, 2008 $650,000 December 31, 2008 $650,000 March 31, 2009 $650,000 June 30, 2009 $650,000 September 30, 2009 $650,000 December 31, 2009 $650,000 March 31, 2010 $650,000 June 30, 2010 $61,100,000 September 30, 2010 $61,100,000 December 31, 2010 $61,100,000 March 31, 2011 $61,100,000 
            8. Amendment to Section 4.16 of the Credit Agreement (Use of Proceeds).Section 4.16 of the Credit Agreement is hereby amended by deleting the firstsentence thereof and by adding to the end of such Section the following: “Theproceeds of the Tranche C Term Loans shall be used to finance the August 2004Term Loan Refinancing and to pay related fees and expenses in connectiontherewith.”.
            9. Amendment to Section 6.11 of the Credit Agreement (Designation ofRestricted and Unrestricted Subsidiaries). Section 6.11(d) of the CreditAgreement is hereby amended by deleting it in its entirety and substituting inlieu thereof the words “[Intentionally Omitted].”.
            10. Amendment to Section 7.6 of the Credit Agreement (Limitation onRestricted Payments). Section 7.6 of the Credit Agreement is hereby amended by(i) deleting the word “and” at the end of clause (h) thereof, (ii) deleting theperiod at the end of clause (i) and substituting in lieu thereof the word “;and”, and (iii) adding the following clause (j) immediately after clause (i)thereof:
       ”(j) the Borrower may make Restricted Payments to Holdings, andHoldings may make Restricted Payments to the Parent, in the amountrequired to redeem or repurchase the Senior Discount Notes to the extentpermitted by Section 7.9(a).”
            11. Amendment to Section 7.9 of the Credit Agreement (Limitation onOptional Payments and Modifications of Debt Instruments). Section 7.9 of theCredit Agreement is hereby amended by deleting it in its entirety andsubstituting in lieu thereof the following:
       7.9 Limitation on Optional Payments and Modifications of DebtInstruments, etc.. (a) Except as permitted by Section 7.2(f), (g) or(h), make or offer to make any optional or voluntary payment, prepayment,repurchase or redemption of, or otherwise voluntarily or optionallydefease, the Senior Subordinated Notes or the Senior Discount Notes(except that (i) the Borrower may (A) repurchase, redeem or defease its8 1/2% Senior Subordinated Notes and (B) repurchase or redeem its 9%Senior Subordinated Notes due 2013 and (ii) the Parent may repurchase orredeem the Senior Discount Notes, provided that, the aggregate principalamount of the Borrower’s 9% Senior Subordinated Notes due 2013 redeemedafter the First Amendment Effective Date pursuant to clause (i)(B) aboveplus the aggregate accreted amount of the Senior Discount Notes redeemedafter the First Amendment Effective Date pursuant to clause (ii) aboveshall not exceed $100,000,000), or segregate funds (except in connectionwith a repurchase, redemption or defeasance permitted by the precedingparenthetical) for any such payment, prepayment, repurchase, redemptionor defeasance, or enter into any derivative or other transaction with anyDerivatives Counterparty obligating the Parent, Holdings, the Borrower orany Class I Restricted Subsidiary to make payments to such DerivativesCounterparty as a result of any change in market value of the SeniorSubordinated Notes, (b) amend, modify or otherwise change, or consent oragree to any
 

 

amendment, modification, waiver or other change to, any of the termsof the Senior Subordinated Notes or the Senior Discount Notes (other thanany such amendment, modification, waiver or other change which (A) wouldextend the maturity or reduce the amount of any payment of principalthereof, reduce the rate or extend the date for payment of interestthereon or relax any covenant or other restriction applicable to theParent, Holdings, the Borrower or any of its Class I RestrictedSubsidiaries or add any Guarantor as a guarantor of the SeniorSubordinated Notes, provided that such guarantee is subordinated in rightof payment to the Guarantor’s guarantee of the Obligations to at leastthe same extent in all material respects as the obligations of theBorrower in respect of the Senior Subordinated Notes are subordinated tothe Obligations or (B) does not require the consent of any holder of theSenior Subordinated Notes or Senior Discount Notes, as applicable, to (i)cure any ambiguity, defect or inconsistency or (ii) comply with therequirements of the SEC in order to effect or maintain the qualificationof the Senior Subordinated Note Indenture or the Senior Discount NoteIndenture, as the case may be, under the TIA (as defined in theapplicable agreement)), (c) designate any Indebtedness (other than theObligations) as “Designated Senior Indebtedness” for the purposes of anySenior Subordinated Note Indenture or (d) amend its certificate ofincorporation in any manner reasonably determined by the AdministrativeAgent to be material and adverse to the Lenders.
            12. Amendment to Section 7.14 of the Credit Agreement (Limitation onRestrictions on Subsidiary Distributions). Section 7.14 of the CreditAgreement is hereby amended by adding to the end of such Section the followingnew sentence: “Notwithstanding any of the foregoing, the ability of Brazilcoand its subsidiaries to make Restricted Payments may be subject to encumbrancesand restrictions imposed by agreements or instruments relating to anyNon-Recourse Debt of Brazilco.”.
            13. Amendment to Section 7.16 of the Credit Agreement (Limitation onActivities of the Parent and Holdings. Section 7.16 of the Credit Agreement ishereby amended by adding to the end of such Section the following new sentence:“Notwithstanding any of the foregoing, the Parent shall be allowed torepurchase or redeem its Senior Discount Notes to the extent permitted bySection 7.9(a).”.
            14. Amendment to Section 10.17 of the Credit Agreement (Delivery of LenderAddenda). Section 10.17 of the Credit Agreement is hereby amended by adding(a) a paragraph lettering “(a)” in front of the existing paragraph therein and(b) the following new paragraph (b) at the end thereof:
       (b) Each Tranche C Term Loan Lender shall become a party to thisAgreement by delivering to the Administrative Agent a First AmendmentLender Addendum duly executed by such Lender, the Borrower and theAdministrative Agent.
            15. Amendment to Annex A of the Credit Agreement (Pricing Grid). The“Pricing Grid” on Annex A to the Credit Agreement is hereby amended by deletingit in its entirety and substituting in lieu thereof the following:
PRICING GRID FOR TERM LOANS           **Applicable Margin for Term Loans****Consolidated Leverage Ratio** **Eurodollar Loans** **Base Rate Loans**> 3.00 to 1.00  2.00%  1.00%£ 3.00 to 1.00  1.75%  0.75%
PRICING GRID FOR REVOLVING CREDIT LOANS
 

 
           **Applicable Margin for Revolving**  **Credit Loans****Consolidated Leverage Ratio** **Eurodollar Loans** **Base Rate Loans**>2.75 to 1.00  2.50%  1.50% 2.75 to 1.00 and > 2.25 to 1.00  2.25%  1.25%£ 2.25 to 1.00  2.00%  1.00%
Changes in the Applicable Margins resulting from changes in theConsolidated Leverage Ratio shall become effective on the date (the“Adjustment Date”) on which financial statements are delivered tothe Lenders pursuant to Section 6.1 (but in any event not laterthan the date such financial statements are due pursuant to Section6.1) and shall remain in effect until the next change to beeffected pursuant to this paragraph. If any financial statementsreferred to above are not delivered within the time periodsspecified above, then, until such financial statements aredelivered, the Consolidated Leverage Ratio as at the end of thefiscal period that would have been covered thereby shall for thepurposes of this definition be deemed to be greater than 3.00 to1.00. In addition, at all times while an Event of Default shallhave occurred and be continuing, the Consolidated Leverage Ratioshall for the purposes of this Pricing Grid be deemed to be greaterthan 3.00 to 1.00. Each determination of the Consolidated LeverageRatio pursuant to this Pricing Grid shall be made as at the lastday of any period of four consecutive fiscal quarters of theBorrower.
            16. Conditions to Effectiveness. This Amendment shall become effective onthe date on which all of the following conditions precedent have been satisfiedor waived (the “First Amendment Effective Date”:
            (a) The Administrative Agent shall have received a counterpart of thisAmendment duly executed and delivered by the Parent, Holdings and the Borrower.
            (b) The Administrative Agent shall have received an Acknowledgment andConsent, substantially in the form of Exhibit A hereto (the “Acknowledgment andConsent”), duly executed and delivered by the Borrower and the Guarantors.
            (c) The Administrative Agent shall have received executed Lender ConsentLetters, substantially in the form of Exhibit B hereto (“Lender ConsentLetters”), from Lenders constituting not less than the Required PrepaymentLenders (as defined in the Credit Agreement without giving effect to thisAmendment).
            (d) The Administrative Agent shall have received a First Amendment LenderAddendum, substantially in the form of Exhibit C hereto, executed and deliveredby each Tranche C Term Loan Lender and accepted by the Borrower.
            (e) On or before the First Amendment Effective Date, all corporate andother proceedings taken or to be taken in connection with this Amendment shallbe reasonably satisfactory in form and substance to Administrative Agent andits counsel, and Administrative Agent and such counsel shall have received allsuch counterpart originals or certified copies of such documents asAdministrative Agent may reasonably request.
            (f) The Administrative Agent shall have received a certificate of theBorrower, dated as of the First Amendment Effective Date, in form and substancereasonably satisfactory to the Administrative Agent.
            (g) The Administrative Agent shall have received the legal opinion of AkinGump Strauss Hauer & Feld LLP, counsel to the Loan Parties, in form andsubstance reasonably satisfactory to the Administrative Agent.
 

 

            (h) All material governmental and third party approvals necessary inconnection with the Tranche C Term Loan Facility, the continuing operations ofthe Parent, Holdings, the Borrower and its Restricted Subsidiaries and thetransactions contemplated hereby shall have been obtained and be in full forceand effect.
            (i) The Administrative Agent shall have received irrevocable instructionsfrom the Borrower to apply the proceeds of the Tranche C Term Loans to completethe August 2004 Term Loan Refinancing.
            17. Representations and Warranties. The Borrower hereby represents andwarrants to Administrative Agent and each Lender that (before and after givingeffect to this Amendment):
            (a) Each Loan Party has the corporate power and authority, and the legalright, to make, deliver and perform this Amendment and the Acknowledgment andConsent (the “Amendment Documents”) to which it is a party and, in the case ofthe Borrower, to borrow under the Credit Agreement as amended hereby. EachLoan Party has taken all necessary corporate or other action to authorize theexecution, delivery and performance of the Amendment Documents to which it is aparty and, in the case of the Borrower, to authorize the borrowings on theterms and conditions of the Credit Agreement as amended by this Amendment (the“Amended Credit Agreement”). No consent or authorization of, filing with,notice to or other act by or in respect of, any Governmental Authority or anyother Person is required in connection with the Amendment Documents, theborrowings under the Amended Credit Agreement or the execution, delivery,performance, validity or enforceability of this Amendment or the Acknowledgmentand Consent, except (i) consents, authorizations, filings and notices whichhave been obtained or made and are in full force and effect and (ii) thefilings referred to in Section 4.19 of the Credit Agreement. Each AmendmentDocument has been duly executed and delivered on behalf of each Loan Party that is a party thereto. Each Amendment Document and the Amended Credit Agreementconstitutes a legal, valid and binding obligation of each Loan Party that is aparty thereto, enforceable against each such Loan Party in accordance with itsterms, except as enforceability may be limited by applicable bankruptcy,insolvency, reorganization, moratorium or similar laws affecting theenforcement of creditors’ rights generally and by general equitable principles(whether enforcement is sought by proceedings in equity or at law).
            (b) The execution, delivery and performance of the Amendment Documents,the borrowings under the Amended Credit Agreement and the use of the proceedsthereof will not violate any Requirement of Law or any material ContractualObligation of the Parent, Holdings, the Borrower or any of its RestrictedSubsidiaries and will not result in, or require, the creation or imposition ofany Lien on any of their respective properties or revenues pursuant to anyRequirement of Law or any such Contractual Obligation (other than the Lienscreated by the Security Documents).
            (c) Each of the representations and warranties made by any Loan Partyherein or in or pursuant to the Loan Documents is true and correct in allmaterial respects on and as of the First Amendment Effective Date as if made onand as of such date (except that any representation or warranty which by itsterms is made as of an earlier date shall be true and correct in all materialrespects as of such earlier date).
            (d) The Borrower and each other Loan Party has performed in all materialrespects all agreements and satisfied all conditions which this Amendment andthe other Loan Documents provide shall be performed or satisfied by theBorrower or the other Loan Parties on or before the First Amendment EffectiveDate.
            (e) After giving effect to this Amendment and the August 2004 Term LoanRefinancing, no Default or Event of Default has occurred and is continuing, orwill result from the consummation of the transactions contemplated by thisAmendment.
            18. Payment of Expenses. The Borrower agrees to pay or reimburse theAdministrative Agent for all of its reasonable out-of-pocket costs and expensesincurred in connection with this Amendment, any other documents prepared inconnection herewith and the transactions contemplated hereby, including,without limitation, the reasonable fees and disbursements of counsel to theAdministrative Agent.
 

 

            19. No Other Amendments or Waivers; Confirmation. Except as expresslyprovided hereby, all of the terms and provisions of the Credit Agreement andthe other Loan Documents are and shall remain in full force and effect. Theamendments contained herein shall not be construed as an amendment or waiver ofany other provision of the Credit Agreement or the other Loan Documents or forany purpose except as expressly set forth herein or a consent to any further orfuture action on the part of the Borrower that would require the consent of theAdministrative Agent or the Lenders.
            20. GOVERNING LAW; Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNEDBY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OFNEW YORK.
            (b) On and after the First Amendment Effective Date, each reference in theCredit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or wordsof like import referring to the Credit Agreement, and each reference in theother Loan Documents to the “Credit Agreement”, “thereunder”, “thereof”, orwords of like import referring to the Credit Agreement shall mean and be areference to the Credit Agreement, as amended hereby.
            (c) This Amendment may be executed by one or more of the parties to thisAgreement on any number of separate counterparts, and all of said counterpartstaken together shall be deemed to constitute one and the same instrument. A setof the copies of this Amendment, the Acknowledgment and Consent, the FirstAmendment Lender Addenda and the Lender Consent Letters signed by all theparties shall be lodged with the Borrower and the Administrative Agent. ThisAmendment may be delivered by facsimile transmission of the relevant signaturepages hereof.
            (d) Upon execution and delivery thereof by a Lender, each Lender ConsentLetter shall be binding upon such Lender and each of its successors and assigns(including assignees of its Loans in whole or in part prior to effectivenesshereof).
 

 

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to beduly executed and delivered by their respective proper and duly authorizedofficers as of the day and year first above written.       CINEMARK, INC.      By: /s/ Michael Cavalier   Name:  Michael Cavalier   Title:    Secretary       CNMK HOLDING, INC.      By: /s/ Andrew Panaccione   Name:  Andrew Panaccione   Title:    Secretary       CINEMARK USA, INC.      By: /s/ Michael Cavalier   Name:  Michael Cavalier   Title:    Secretary       LEHMAN COMMERCIAL PAPER INC., asAdministrative Agent      By: /s/ Francis Chang   Name:  Francis Chang   Title:    AuthorizedSignatory       LEHMAN BROTHERS INC., as Sole Arranger ofthe Tranche C Term Loan Commitments      By: /s/ Francis Chang   Name:  Francis Chang   Title:    AuthorizedSignatory