Management Services Agreement - Cinema Properties Inc. and Cinemark USA Inc.
MANAGEMENT SERVICES AGREEMENT
This Management Services Agreement (the "Agreement") is dated December
, 2000 (the "Effective Date") between Cinema Properties, Inc., a Delaware
corporation, (the "Owner"), and Cinemark USA, Inc., a Texas corporation (the
"Operator").
BACKGROUND
A. The Owner is engaged in the business of owning real estate in the
locations specified on Exhibit "A" hereto upon which multiplex movie theatres
are constructed (the "Theatres"). Operator has expertise in the construction,
management and operation of multiplex movie theatres and related activities.
B. The Owner desires to retain Operator to provide management services
with respect to all aspects of operating, maintaining and managing the Theatres,
and Operator is willing to provide such management services, upon the terms and
subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Owner and Operator,
intending to be legally bound, agree as follows:
ARTICLE I
TERM OF AGREEMENT
1.1 INITIAL PERIOD. This Agreement commences on the Effective Date and
shall continue through December 31, 2005 (the "Initial Period") unless earlier
terminated as provided herein.
1.2 ADDITIONAL PERIODS. This Agreement shall be extended at the option
of either party hereto for one or more additional periods of five (5) years each
(each an "Additional Period") unless the Owner and Operator have delivered
written notice to the other at least 180 days but not more than 365 days prior
to the end of the then current period, electing not to extend this Agreement for
an Additional Period.
ARTICLE II
MANAGEMENT OF THEATRES
2.1 ENGAGEMENT OF OPERATOR. Subject to the terms and conditions of this
Agreement, (a) the Owner hereby engages Operator as its sole and exclusive agent
for operating, maintaining and managing the Theatres during the Term, and (b)
Operator hereby accepts such engagement and agrees to fulfill its duties
hereunder and to operate, manage, direct, maintain and supervise the Theatres
during the Term in a good, businesslike manner and at a standard comparable to
the theatres operated by Operator on its own behalf or for Persons other than
the Owner.
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2.2 SPECIFIC DUTIES OF OPERATOR. Operator shall have the sole
responsibility and sole authority to make any and all decisions with respect to
the day-to-day operations at the Theatres. Without limiting the generality of
the foregoing, Operator shall have the following duties and authority, all at
the expense of the Owner:
(a) Operator shall determine and put into effect all policies
with respect to performance at the Theatres, including, without limitation,
showtimes, hours of operation, ticket prices and "goodwill" tickets.
(b) Operator shall keep Owner advised concerning all material
aspects of Operator's activities with respect to the management and operation of
the Theatres.
(c) Operator shall train theatre managers, assistant managers,
management trainees and other employees (collectively, the "Employees")
sufficient to direct, supervise and staff the Theatres' operation. Operator
shell determine the compensation, fringe benefits and employment duration of all
Employees and the assignment of duties to be performed by such Employees, and
shall negotiate and settle any labor disputes. Operator shall procure and
maintain adequate workers' compensation insurance or other similar insurance as
may be required by law covering the Employees.
(d) Operator shall contract for and purchase on behalf of and in
the name of the Owner, all merchandise, materials, supplies and accessories to
be used in connection with the operation and maintenance of the Theatres,
including without limitation, concessions used in connection with the Theatres.
(e) Operator shall remit when due to the proper governmental
authorities all taxes on box office admissions that are not measured by net
income and all sales taxes on other Theatre revenues on behalf of the Owner.
Operator shall also remit all other taxes payable with respect to operation of
the Theatres, including without limitation payroll taxes, and file such tax
returns as are required with respect to such taxes. Operator shall timely
provide to the Owner copies of all such tax returns filed and give the Owner
access to all financial or other records concerning such taxes.
(f) Operator shall obtain and maintain, for itself or on behalf
of and in the name of the Owner, as the case may be, all licenses, permits and
authorizations from any governmental authorities that are necessary for the
operation of the Theatres in the manner required by this Agreement. The Owner
agrees to execute and deliver any and all applications and other documents and
to otherwise cooperate to the fullest extent with Operator in applying for,
obtaining and maintaining all such licenses, permits and authorizations.
Operator shall at all times, and at its expense, remain qualified and licensed
to do business and be in good standing in the states in which the Theatres are
located.
(g) Operator shall have the right and duty on behalf of and in
the name of the Owner to contract for and purchase concessions and concession
supplies for the Theatres and to set prices for and sell such concessions and
concession supplies; to determine and put into effect advertising and all
business policies with respect thereto; and to do and perform any and all things
ordinarily required in the operation thereof, all without limitation or
prejudice to the right
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and duty of Operator generally to supervise and manage the operations of the
Theatres concessions.
(h) Operator shall maintain all insurance coverage customarily
carried for comparable theatres in each jurisdiction where the Theatres are
located or which may be required by each Owner's lenders, which shall include,
but not be limited to, terms, conditions and provisions typically contained in
the policies covering the theatres Operator owns or leases; provided, however,
such insurance coverage may not be less than is required under any of Owner's
mortgages on the real property listed on Exhibit "A". Each policy shall cover
the Owner or any mortgagee or beneficiary under any mortgage on the Theatres as
a named insured and shall waive any rights of subrogation against any named
insured. All insurance policies shall include loss payment clauses in the term
reasonably required by any mortgage or other agreement. Operator shall have the
right to maintain such coverage pursuant to policies covering other properties
of Operator, provided that the cost of such coverage is allocated to the
Theatres in a manner reasonably acceptable to the Owner and Operator.
(i) Operator shall immediately notify the Owner of any casualty,
disaster, loss, damage or injury occurring at the Theatres whether covered by
insurance or not. Operator shall not use the Theatres, or permit the same to be
used, for any purpose which will make void or voidable any such insurance
policies. Operator shall, upon request of the Owner, assist the Owner in any
reasonable manner, as the Owner may request, in the settlement of any claim
under any such insurance policies.
(j) Operator shall manage the operations of the Theatres in
substantial compliance with all applicable laws, regulations and other
requirements of all governmental and regulatory entities having jurisdiction
over the Theatres (collectively, "Regulatory Requirements"). Operator shall not
unreasonably refuse or delay compliance with any specific instructions of the
Owner that are reasonably necessary to cause the Theatres to comply with
Regulatory Requirements. The Owner shall cooperate with Operator in complying
with Regulatory Requirements, including paying all costs of compliance,
including, without limitation, the costs of third party consultants and
reasonable attorneys' fees.
(k) Operator shall keep, maintain and make available for
inspection by any authorized representatives of the Owner upon its request, at
the principal office of Operator and at reasonable times and intervals,
sufficient records and other data and books of account reflecting accurately all
cash receipts and disbursements and income and expenditures in the management
and operation of the Theatres.
(l) To the extent Operator deems necessary in connection with
this Agreement, Operator shall enter into contracts on behalf of and in the name
of the Owner with architects, engineers, tradesmen and other independent
contractors to perform services with respect to the Theatres and supervise the
administration, and monitor the performance, of all work to be performed and
services to be rendered under all such contracts.
(m) On behalf of and in the name of the Owner, Operator shall
enter into such service, maintenance and other contracts, or otherwise obtain or
provide such service or maintenance as shall be necessary or appropriate for the
operation and maintenance of the
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Theatres, including without limitation, the equipment and systems located in or
servicing such Theatres, contracts for utilities, elevator maintenance,
telephone service, interior cleaning, window cleaning, landscape maintenance,
rubbish removal, parking lot maintenance, fuel, heating and air conditioning
maintenance, security and vermin and insect extermination, provided that no such
action by Operator in the name of Owner shall result in a default by Owner under
Section 4.2 of the mortgages and deeds of trust from Owner to or for the benefit
of Lehman Brothers Bank FSB.
(n) On behalf of the Owner, Operator shall refurbish, remodel and
renovate the Theatres, including all landscaping and parking fields, replace or
supplement operating equipment and fixtures and make repairs, in each case as it
deems reasonably necessary from time to time to preserve the Theatres in good
working order and condition. The items of furnishings, fixtures and equipment so
replaced or added shall be and become, forthwith upon acquisition and
installation and without further act or action, the property of the Owner and
part of the Theatres (except as may otherwise be provided by the applicable
lease or state law), provided that no such action by Operator in the name of
Owner shall result in a default by Owner under Section 4.2 of the mortgages and
deeds of trust from Owner to or for the benefit of Lehman Brothers Bank FSB. All
such replacements and additions shall be purchased by Operator, on behalf of and
in the name of the Owner, at competitive prices, and the Owner shall reimburse
Operator for such expenses within five days of written request therefore.
(o) On behalf of Owner, Operator shall obtain the software for
all necessary management information systems and the necessary computer hardware
for such systems.
(p) Operator shall manage the Theatres in a manner that is
consistent with and does not violate or cause a default under any leases,
reciprocal easement agreements, covenants, common area maintenance agreements
and other agreements to which the Owner is a party affecting the Theatres,
including any mortgage on the Theatres (the "Realty Documents") or any
covenants, easements or other restrictions on the use of the Theatres.
(q) Operator shall set programming times and location for the
Theatres, subject to the terms of any film licenses restricting Operator's
discretion with respect thereto.
(r) Operator shall receive, consider and respond to the
complaints of all guests and users of any of the services or facilities of the
Theatres.
(s) Operator shall book and license or cause to be licensed on
Owner's behalf, films and other attractions for exhibition in the Theatres,
including any cooperative advertising with film distributors.
(t) Operator shall render the necessary accounting and
bookkeeping services generally required in the management of the affairs and
operation of theatres.
ARTICLE III
COSTS AND EXPENSES
3.1 BANK ACCOUNTS. Subject to all documents executed by the Owner in
connection with a mortgage on the Theatres, including without limitation, a cash
management agreement
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relating to the Owner Account (hereinafter defined), all monies advanced to the
Theatres by the Owner and all Theatre revenues and all other funds of the Owner
with respect thereto shall be deposited in a bank account or bank accounts (the
"Owner Accounts") designated by the Owner, and Operator shall have unrestricted
use of such funds as are reasonably required to be maintained in the Owner
Accounts to reimburse Operator for any costs to be borne by the Owner hereunder,
to carry on the operation of the Theatres and to make payments, on a basis
substantially the same as that of Operator in the conduct of its business, of
the expenses incurred to carry on the operation of the Theatres. The Owner
acknowledges that the operation of the Theatres will require sufficient cash
availability on an ongoing basis to enable the business to be properly conducted
and that the Owner will maintain sufficient funds in the Owner Accounts for such
purpose.
3.2 DISBURSEMENTS. Subject to all documents executed by Owner in
connection with a mortgage on the Theatres, including without limitation, a cash
management agreement relating to the Owner Account, Operator shall pay from the
Owner Accounts, on behalf of the Owner, the costs and expenses of operating the
Theatres. Checks or other documents of withdrawal drawn upon the Operating
Accounts shall be signed by representatives of the Owner or Operator, as agent
for the Owner, which representatives shall be bonded or otherwise insured by
Operator.
3.3 EXPENSES. Subject to all documents executed by the Owner in
connection with a mortgage on the Theatres, including without limitation, a cash
management agreement relating to the Owner Account, all costs, expenses, fees
and charges with respect to the use, operation or management of the Theatres,
including, but not limited to, the costs incurred by Operator in performing its
duties under Article II hereof and the cost of film rental payments,
advertising, legal or professional cost, salaries of managers and all other
on-site employees shall be borne by the Owner. Operator shall not be required or
obligated to provide or advance any moneys for any such costs, charges or
expenses. However, Operator shall bear and pay all of its own overhead,
including the salaries of its own officers, regional supervisory, administrative
or accounting personnel.
ARTICLE IV
MANAGEMENT FEES AND REMITTANCE TO OPERATOR
4.1 BASE MANAGEMENT FEE. For the services rendered by Operator
hereunder, the Owner agrees to pay the Operator an annual base management fee
(the "Base Management Fee") equal to four percent (4%) of the aggregate Revenues
of the Theatres in each year. On or before the last day of each month, the Owner
shall pay Operator the portion of the Base Management Fee earned during the
preceding month based upon the monthly financial statements of the Owner. Within
thirty days of the end of each Owner's fiscal year, the Owner and Operator will
calculate the amount of the Base Management Fee for the preceding fiscal year
and any adjustments at December 31 of such year shall be promptly settled by the
parties.
4.2 INCENTIVE MANAGEMENT FEE. From the date hereof until a Triggering
Event, the Owner agrees to pay the Operator an incentive management fee (the
"Incentive Management Fee") not to exceed ten and one-half percent (10.5%) of
the aggregate Revenues of the Theatres. Such Incentive Management Fee will only
be paid out of cash currently available in the Owner Account. The cash available
to pay the Incentive Management Fee shall be determined after
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deducting all cash operating expenses for the current period and accrued but
unpaid operating costs, including accruals for property taxes and insurance, and
other cash expenditures estimated to be currently payable by the Owner. In such
determination, Operator and Owner agree to include a minimum cash reserve of
$300,000 as a reserve fund in addition to current accruals. On or before the
last day of each month, the Owner shall pay Operator the portion of the
Incentive Management Fee earned during the preceding month based upon the
monthly financial statements of the Owner. In the event there is insufficient
cash available to pay such fee at the end of a month, the Owner may pay such fee
out of excess available cash in any subsequent month. Within thirty days of the
end of Owner's fiscal year, the Owner and Operator will calculate the amount of
the Incentive Management Fee for the preceding fiscal year and any adjustments
at December 31 of such year shall be promptly settled by the parties.
4.3 DEFINITIONS. For purposes of this Agreement, the following
definitions shall apply:
"ICR" shall have the meaning attributed to such term in the
Loan Agreement dated December ____, 2000 between the Owner and Lehman
Brothers Bank FSB.
"ICR Determination Date" shall have the meaning attributed to
such term in the Loan Agreement dated December ____, 2000 between the
Owner and Lehman Brothers Bank FSB.
"Revenues" shall mean the aggregate of all revenues generated
at the Theatres determined in accordance with generally accepted
accounting principles.
"Triggering Event" shall mean the earlier to occur of (i)
January 1, 2003, (ii) the ICR Determination Date on which the ICR falls
below 1.5 to 1 during the period from the date hereof through December
31, 2002, or (iii) an event of default occurs and continues beyond all
cure periods under any note, security agreement or deed of trust
against the Theatres.
ARTICLE V
TERMINATION
This Agreement may be terminated only in accordance with this Article.
5.1 TERMINATION FOR CAUSE BY OWNER. The Owner may terminate this
Agreement for Cause in accordance with this Section 5.1. The term "Cause" shall
mean that (i) Operator has breached the terms of this Agreement by committing
any act or acts of bad faith, willful misconduct or gross negligence that have,
individually or in the aggregate, had a materially adverse effect on the
business or operations of the Owner, taken as a whole; or (ii) Operator has
breached this Agreement or failed to satisfy its obligations hereunder in any
material respect and such breach or default was not cured with thirty (30) days
of receipt of written notice from the Owner of such breach or default. However,
if a longer period is actually necessary in order to cure the Cause, Operator
must have commenced to cure the Cause and is diligently pursuing a cure for the
Cause.
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5.2 TERMINATION UPON OTHER EVENTS. The Owner may terminate this
Agreement upon thirty (30) days' prior written notice to Operator for the
following events.
(a) an event of default occurs and is continuing under the terms
of any note, security agreement or deed of trust against the Theatres; or
(b) the ICR, on an ICR Determination Date, falls below (i) 1.25
to 1 during the period from the date hereof to December 31, 2002, (ii) 1.30 to 1
during 2003, (iii) 1.4 to 1 during 2004 or (iv) 1.5 to 1 during 2005.
5.3 EFFECT OF TERMINATION. If this Agreement is terminated for any
reason, any amounts accrued but not yet paid to Operator hereunder shall be
payable by the Owner at the time of such termination, and Operator shall deliver
to the Owner the originals of all books, records, contracts and all other
documents, certificates, permits or instruments relating to the Theatres.
ARTICLE VI
SUCCESSORS AND ASSIGNS
6.1 ASSIGNMENT BY OPERATOR. Operator shall not assign its rights and
obligations under this Agreement without the approval of the Owner or any lender
in connection with any note, security agreement or deed of trust affecting the
Theatres, which may be withheld in the Owner's or Owner's lender's sole and
absolute discretion. After an assignment of this Agreement after receipt of
approval for any assignment as provided for in the preceding sentence,
Operator's liability hereunder shall terminate for any of its obligations after
the date of such assignment. It is understood and agreed that any approval given
by the Owner to any assignment shall not be deemed a waiver of the covenant
herein contained against assignment in any subsequent case.
6.2 ASSIGNMENT BY OWNER. Owner shall not assign its rights and
obligations under this Agreement without the approval of the Operator, which may
be withheld in Operator's sole and absolute discretion; provided, however, the
Owner may, without the Operator's prior written consent, assign its rights and
obligations to a lender in connection with any note, security agreement or deed
of trust affecting the Theatres. After an assignment of this Agreement after
receipt of approval for any assignment as provided for in the preceding
sentence, the Owner's liability hereunder shall terminate for any of its
obligations after the date of such assignment. It is understood and agreed that
any approval given by Operator to any assignment shall not be deemed a waiver of
the covenant herein contained against assignment in any subsequent case.
6.3 BINDING ON SUCCESSORS. Except as otherwise provided herein, the
terms, provisions, covenants, undertakings, agreements, obligations and
conditions of this Agreement shall be binding upon and shall inure to the
benefit of the successors in interest and the permitted assigns of the parties
hereto with the same effect as if mentioned in each instance where the party
hereto is named or referred to and shall be appurtenant to and run with the
Theatres and shall be binding on any subsequent owner of any interest in the
Theatres.
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ARTICLE VII
GENERAL COVENANTS
7.1 RELEASE OF OPERATOR. Operator, its directors, agents, officers,
employees and Affiliates, as agents of the Owner, shall not be liable to the
Owner or to any other person or entity for any act or omission committed in the
performance of this Agreement unless such act constitutes bad faith, gross
negligence, fraud or willful and wanton misconduct. Notwithstanding any other
provision of this Agreement, in no event shall the Owner make any claims against
Operator on account of any alleged errors of judgment made in good faith in the
operation of the Theatres.
7.2 INDEMNIFICATION OF OWNER. Operator hereby agrees to defend,
indemnify and hold harmless the Owner, its agents, directors, employees,
officers and Affiliates from and against any claim, liability, loss, damage,
cost or expense (including reasonable attorneys' fees) arising out of or
incurred in connection with (a) Operator's operation of the Theatres in a
grossly negligent manner, or arising from Operator's bad faith, material
misrepresentation, or fraudulent or willful and wanton misconduct, or (b)
Operator's breach of this Agreement.
ARTICLE VIII
NOTICES
All notices to be given hereunder shall be given in writing and shall
be deemed given (i) when delivered by messenger with receipt obtained, (ii) when
received if sent by overnight delivery service with receipt retained, (iii) when
sent by telecopy if notice is also sent the same day by overnight delivery
service, or (iv) by the United States mails (and, if mailed, shall be deemed
received five (5) business days after the postmarked date thereof) with postage
prepaid, registered or certified; and delivered or addressed to:
If to Owner: 3900 Dallas Parkway, Suite 500
Plano, Texas 75093
Attn: Chief Financial Officer
If to Operator: Cinemark USA, Inc.
3900 Dallas Parkway, Suite 500
Plano, Texas 75093
Attn: President
Cinemark USA, Inc.
3900 Dallas Parkway, Suite 500
Plano, Texas 75093
Attn: Vice President - General Counsel
Either party hereto may change the address for notices hereunder by such party
giving notice of such change to the other party hereto in the manner hereinabove
provided.
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ARTICLE IX
MISCELLANEOUS
9.1 REPORTS AND NOTICES OF OPERATOR.
(a) Operator shall deliver to Owner's lenders the following:
(i) Not later than 90 days after the end of each fiscal year,
a copy of the audited consolidated balance sheet of the Operator and
its consolidated subsidiaries as at the end of such year and the
related consolidated statements of income, shareholders' equity and
cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous year, and accompanied by
the report of its independent public accounting firm, which report
shall state that such consolidated financial statements present fairly
the financial position for the periods indicated in conformity with
GAAP applied on a basis consistent with prior years except to the
extent set forth therein. Such opinion shall not be qualified or
limited because of a restricted or limited examination by such
accountant of any material portion of the Operator's or any
consolidated subsidiary's records; and
(ii) Not later than 45 days after the end of each of the first
three fiscal quarters of each year, a copy of the unaudited
consolidated balance sheet of the Operator and its consolidated
subsidiaries as of the end of such quarter and the related consolidated
statements of income, shareholders' equity and cash flows for the
period commencing on the first day and ending on the last day of such
quarter, and certified by an appropriate officer of the Operator as
fairly presenting, in accordance with GAAP (subject to normal year-end
adjustments), the financial position and the results of operations of
the Operator and its subsidiaries.
(b) Operator shall deliver to Owner's Lender copies of all other
filings of Operator with the Securities and Exchange Commission within 30 days
after any such filing.
(c) Operator shall deliver to Owner's lender copies of any notices
of default received by Operator under its Second Amended and Restated Reducing
Revolving Credit Agreement dated February 12, 1998, as amended, between Operator
and Bank of America, N.A. ("BofA"), as agent for various banks that are parties
thereto (the "Credit Agreement") and copies of all compliance certificates
delivered by Operator to BofA under the Credit Agreement.
9.2 SPECIFIC PERFORMANCE. The parties declare that it is impossible to
measure in money the damages that will accrue to a party hereto by reason of a
breach of this Agreement by a party hereto or a failure of a party hereto to
otherwise perform any of the obligations under this Agreement. Therefore, if any
party shall institute any action or proceeding to enforce the provisions hereof,
any person against whom any such action or proceeding is brought hereby waives
the claim or defense therein that such party has or had an adequate remedy at
law, and such person shall not urge in any such action or proceeding the claim
or defense that such remedy at law exists. Further, the parties hereto expressly
agree that any non-breaching party shall have the right to injunctive relief for
breach of any of the terms hereof, plus damages for such breach to the maximum
extent permitted by law.
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9.3 NO WAIVER. No failure by Operator or the Owner to insist upon the
strict performance of any covenant, agreement, terms or conditions of this
Agreement, or to exercise any right or remedy consequent upon a breach thereof,
shall constitute a waiver of any such breach of such covenant, agreement, term
or condition. No waiver of any breach shall affect or alter this Agreement, but
each and every covenant, agreement, term and condition of this Agreement shall
continue in full force and effect with respect to any other then existing or
subsequent breach thereof.
9.4 FURTHER ASSURANCES. Each party hereto shall further execute and
deliver all such other appropriate supplemental agreements and other instruments
and take such other action as may be necessary to make this Agreement fully and
legally effective, binding and enforceable as between the parties hereto and as
against third parties, or as the other party may reasonably request.
9.5 GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Texas applicable to agreements made
and to be performed entirely within such State.
9.6 PARTIAL INVALIDITY. If any term or provision of this Agreement or
the application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement and the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, as the case may be, shall not be affected
thereby, and each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
9.7 ENTIRE AGREEMENT. This instrument, together with the exhibits
hereto, shall constitute the entire agreement between the parties with respect
to the management of the Theatres.
9.8 AMENDMENTS. Neither this Agreement nor any term or provision hereof
may be changed, waived or discharged or terminated orally, except by an
instrument in writing signed by the party against which the enforcement of the
change, waiver, discharge or termination is sought.
9.9 CAPTIONS. The captions to the sections of this Agreement are for
the convenience of reference only and in no way define, limit or describe the
scope or intent of this Agreement or any party thereof, nor in any other way
affect this Agreement or any part thereof.
9.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which, when taken together, shall constitute one and the
same Agreement.
9.11 AUTHORITY, BINDING AGREEMENT. Each party to this Agreement
represents and warrants that (i) it is a corporation duly organized, validly
existing and in good standing under the laws of its respective jurisdiction of
organization, (ii) it has the requisite power to execute, deliver and perform
this Agreement, (iii) the execution, delivery and performance by it of this
Agreement has been duly and validly authorized by all necessary corporate
actions, and (iv) this Agreement constitutes the legal, valid and binding
obligations of such party, enforceable against
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such party in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other laws affecting the enforcement
of creditor's rights generally.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first above written.
OPERATOR:
CINEMARK USA, INC.
By: /s/ Michael Cavalier
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Name: Michael Cavalier
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Title: Vice President and General Counsel
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OWNER:
CINEMA PROPERTIES, INC.
By: /s/ Robert Copple
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Name: Robert Copple
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Title: Vice President
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EXHIBIT A
1. Plano (Tinseltown) theatre located at 3800 Dallas Parkway, Plano, Texas 75093
2. Legacy (Plano, TX) theatre located at 7201 Central Expressway, Plano, Texas
75025
3. Lancaster, CA theatre located at 2600 West Avenue I, Lancaster, CA 93536
4. College Station, TX theatre located at 1401 E. Bypass, College Station, TX
77845
5. Grapevine, TX theatre located at 911 State Hwy. 114 West, Grapevine, TX 76051
6. Shreveport, LA theatre located at 8400 Millicent Way, Shreveport, LA 71105