EXHIBIT 4.2(i)
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CINEMARK USA, INC.,
THE GUARANTORS PARTIES HERETO
AND
THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.
AS TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE
DATED AS OF MAY 7, 2003
TO
INDENTURE
DATED AS OF FEBRUARY 11, 2003
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9% SENIOR SUBORDINATED NOTES DUE 2013
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FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"),
dated as of May 7, 2003, is among Cinemark USA, Inc., a Texas corporation (the
"COMPANY"), the subsidiary guarantors parties hereto (the "SUBSIDIARY
GUARANTORS") and The Bank of New York Trust Company of Florida, N.A., as trustee
under the Indenture referred to below (the "TRUSTEE").
RECITALS
A. The Company, the Subsidiary Guarantors and the Trustee are parties
to that certain Indenture, dated as of February 11, 2003 (the "INDENTURE")
providing for the issuance of 9% Senior Subordinated Notes due 2013 (the
"SECURITIES").
B. The Company is issuing $210,000,000 of Additional Notes as permitted
by Sections 2.15 and 4.9 of the Indenture (the "ADDITIONAL NOTES").
C. Pursuant to Section 9.1(f) of the Indenture, the Company, when
authorized by a resolution of its Board of Directors, the Subsidiary Guarantors
and the Trustee may amend or supplement the Indenture to provide for the
issuance of Additional Notes.
D. The Company and the Subsidiary Guarantors desire and have requested
the Trustee to enter into this Supplemental Indenture to provide for the
issuance of the Additional Notes as permitted by Section 9.1(f) of the
Indenture.
E. Cinemark Paradiso, Inc., a Texas corporation and a Subsidiary
Guarantor, changed its name to Greeley Holdings, Inc. pursuant to that certain
Articles of Amendment to the Articles of Incorporation of Cinemark Paradiso,
Inc. as filed with the Secretary of State of the State of Texas, effective March
6, 2003.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree
for the equal and ratable benefit of the holders of the Securities as follows:
ARTICLE I
Definitions; Additional Notes
Section 1.1 Definitions.
(a) Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
(b) For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import
used in this Supplemental Indenture refer to this Supplemental Indenture as a
whole and not to any particular section hereof.
Section 1.2 Additional Notes. Attached hereto as Annex 1 is a copy of
the form of Officers' Certificate required by Section 2.15 of the Indenture in
connection with the issuance of the Additional Notes. The definition of the term
"ADDITIONAL NOTES" set forth in the Indenture is hereby supplemented by adding
the following sentence at the end of such definition: "On May 7, 2003, the
Company issued $210,000,000 of Additional Notes, as more particularly described
in the First Supplemental Indenture hereto, dated as of such date."
ARTICLE TWO
Miscellaneous Provisions
Section 2.1 Counterparts. This Supplemental Indenture may be signed in
counterparts and by the different parties hereto in separate counterparts, each
of which shall constitute an original and all of which together shall constitute
one and the same instrument.
Section 2.2 Severability. In case any provision in this Supplemental
Indenture 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.
Section 2.3 Headings. The headings of the Articles and Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.
Section 2.4 Successors and Assigns. This Supplemental Indenture shall
inure to the benefit of and be binding upon the parties hereto and each of their
respective successors and assigns, except that the Company may not assign this
Supplemental Indenture or its obligations hereunder except as expressly
permitted by Sections 5.1 and 5.2 of the Indenture and each of the Subsidiary
Guarantors may not assign this Supplemental Indenture except as expressly
permitted by Section 11.4 of the Indenture. Without limiting the generality of
the foregoing, this Supplemental Indenture shall inure to the benefit of all
Holders from time to time. Nothing expressed or mentioned in this Supplemental
Indenture is intended or shall be construed to give any Person, other than the
parties hereto, their respective successors and assigns, and the Holders, any
legal or equitable right, remedy or claim under or in respect of this
Supplemental Indenture or any provision herein contained.
Section 2.5 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
Section 2.6 Effect of Supplemental Indenture. Except as amended by this
Supplemental Indenture, the terms and provisions of the Indenture shall remain
in full force and effect.
Section 2.7 Trustee. The Trustee accepts the amendments of the
Indenture effected by this Supplemental Indenture, but on the terms and
conditions set forth in the Indenture, including
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the terms and provisions defining and limiting the liabilities and
responsibilities of the Trustee. Without limiting the generality of the
foregoing, the Trustee shall not be responsible in any manner whatsoever for or
with respect to any of the recitals or statements contained herein, all of which
recitals or statements are made solely by the Company and the Subsidiary
Guarantors, or for or with respect to (i) the validity or sufficiency of this
Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper
authorization hereof by the Company and Subsidiary Guarantors by corporate
action or otherwise, (iii) the due execution hereof by the Company, the
Subsidiary Guarantors or (iv) the consequences (direct or indirect and whether
deliberate or inadvertent) of any amendment herein provided for, and the Trustee
makes no representation with respect to any such matters.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have executed this Supplemental
Indenture as of the date first above written.
CINEMARK USA, INC.
SUNNYMEAD CINEMA CORP.
CINEMARK MEXICO (USA), INC
CINEMARK INVESTMENTS CORPORATION
CINEMARK LEASING COMPANY
GREELEY HOLDINGS, INC.
CINEMARK PARTNERS I, INC.
CINEMARK PROPERTIES, INC.
MISSOURI CITY CENTRAL 6, INC.
MULTIPLEX SERVICES, INC.
TRANS TEXAS CINEMA, INC.
CINEMARK, L.L.C.
By: /s/ MICHAEL D. CAVALIER
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Name: Michael D. Cavalier
Title: Vice President-General Counsel
CNMK INVESTMENTS, INC.
MULTIPLEX PROPERTIES, INC.
CNMK DELAWARE INVESTMENTS I, L.L.C.
CNMK DELAWARE INVESTMENTS II, L.L.C.
By: /s/ VATONI RAGSDALE
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Name: Vatoni Ragsdale
Title: President and Treasurer
CNMK DELAWARE INVESTMENT PROPERTIES,
LTD.,by CNMK Delaware Investments I,
L.L.C., its general partner
By: /s/ VATONI RAGSDALE
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Name: Vatoni Ragsdale
Title: President and Treasurer
LAREDO THEATRE, LTD., by CNMK TEXAS
PROPERTIES, LTD., its general partner,
by Sunnymead Cinema Corp., the general
partner of CNMK Texas Properties, Ltd.,
By: /s/ MICHAEL D. CAVALIER
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Name: Michael D. Cavalier
Title: Vice President-General Counsel
CNMK TEXAS PROPERTIES, LTD.
by Sunnymead Cinema Corp., its general
partner,
By: /s/ MICHAEL D. CAVALIER
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Name: Michael D. Cavalier
Title: Vice President-General Counsel
THE BANK OF NEW YORK TRUST COMPANY OF
FLORIDA, N.A., as Trustee
By: /s/ PATRICK T. GIORDANO
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Name: Patrick T. Giordano
Title: Vice President
ANNEX 1
FORM OF OFFICERS' CERTIFICATE