Management Agreement - Cinemark USA Inc. and Laredo Joint Venture
MANAGEMENT AGREEMENT
This Management Agreement (this "Agreement") is by and between Cinemark
USA, Inc., a Texas Corporation ("Manager") with its principal place of business
located at 7502 Greenville Avenue, Suite 800-LB9, Dallas, Texas and [Laredo
Joint Venture] ("Owner") with its principal place of business located at 7502
Greenville Avenue, Suite 800-LB9, Dallas, Texas, and shall be effective as of
December 10, 1993.
RECITALS
A. Owner is engaged in the business of developing new theatres and
acquiring existing theatres (the "Theatres") through wholly owned subsidiaries.
B. Manager has the qualified, experienced and necessary personnel to
manage the Theatres and Manager also has the qualified personnel necessary to
provide accounting and administrative services in connection with the operation
of the Theatres.
C. Owner desires Manager to manage the Theatres and to render
accounting and administrative services to owner in connection with the operation
of the Theatres.
D. Manager desires to provide Owner with the aforesaid services.
NOW, THEREFORE, and in consideration of the mutual covenants herein
contained, the parties agree as follows:
1. Definitions. The terms defined in this Section 1 shall have the
following meanings, unless the context clearly requires a different
interpretation:
(a) "Cash Expenditures" means all cash expenditures made by
Manager pursuant to or in accordance with this Agreement, or which Owner shall
otherwise authorize or approve, during any applicable or pertinent period in the
operation of the Theatres or in connection with the Theatres or any part
thereof, including, but not limited to, the "Management Fee" (as hereinafter
defined), film rental payments, rents under Theatre leases, payroll and payroll
expenses of whatsoever nature and taxes, concession expenses, advertising,
supplies, utility charges, repairs, maintenance and replacements (whether deemed
to be a capital item or expense for accounting purposes), and insurance premiums
and all other expenses of operation of the Theatres. Cash Expenditures shall
also include (i) real estate or other taxes, assessments, levies or charges and
(ii) debt service or any other sums or charges payable under any mortgage or
deed of trust affecting the Theatres or any part thereof.
(b) "Revenues" means all revenue of Owner determined in
accordance with generally accepted accounting principles.
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2. Management of Theatres. Manager shall operate and manage the
Theatres for Owner as motion picture theatres under the provisions set forth in
this Agreement and in a manner consistent with the practices, policies and
standards employed by Manager in operating and managing its own theatres. In
pursuance of the foregoing, Manager shall perform the following services:
(a) Management, Accounting, Administrative Services. Manager
shall provide or procure all management, accounting, administrative and other
services, licenses, permits, supplies and goods necessary for the orderly
operation and management of the Theatres in accordance with this Agreement,
including but not limited to the following:
(1) Book and license or cause to be licensed on Owner's
behalf, films and other attractions for exhibition in the Theatres. Manager is
hereby authorized by Owner to execute film license agreements on behalf of Owner
for the Theatres.
(2) Arrange for advertising for the Theatres.
(3) Render the necessary auditing, accounting and
bookkeeping services generally required in the management of the affairs and
operation of theatres.
(4) Cause the books and records of Owner to be audited
annually. The cost and expense attributable to such audits shall be borne and
paid by Owner.
(5) Manager shall prepare or cause to be prepared, all
federal, state and local income tax returns required to be filed by owner. Owner
shall be responsible for remitting when due to the proper governmental
authorities all taxes on box office admissions that are not measured by net
income, all sales taxes on other Theatre revenues and all income taxes. Whenever
eligible to do so by applicable law, Manager and owner will (a) file
consolidated federal income tax returns and (b) enter into a tax sharing
agreement providing for their sharing of the federal income tax burdens of the
consolidated group. In general, Owner will pay to Manager the amount of federal
income tax it would owe as if it were filing a separate return. Owner will
receive payments from Manager to the extent tax attributes (such as net
operating losses) of Owner are used to offset income of or the tax liability of
Owner. The tax sharing agreement will similarly apply with respect to any
combined tax returns for state or local taxes.
(6) Manager shall supervise the hiring, promotion,
discharge and work of the operating and service employees, including Theatre
managers, performing services in or about the Theatres, including the
negotiation and settlement of any labor disputes. It is acknowledged 'and agreed
that initially all on-site personnel shall be employees of Manager. Manager
shall procure and maintain adequate workers' compensation insurance or other
similar insurance as may be required by law, at the expense of Owner, covering
all of the employees performing services at the Theatres. Manager may at its
option, upon 60 days notice to Owner, elect to discontinue employing the on-site
personnel for the Theatres, in which event, Owner shall employ the on-site
personnel for the Theatres.
(7) Manager shall receive, consider and handle the
complaints of all guests and users of any of the services or facilities of the
Theatres.
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(8) Manager shall, in the name and on behalf of Owner,
enter into contracts for the furnishing to the Theatres of electricity, gas,
water, telephone, cleaning (including window cleaning), vermin exterminators,
maintenance of heating, ventilating and air conditioning systems, and other
necessary utilities and services, materials and supplies.
(9) Manager shall arrange for the making or installing, in
the name of owner, of all alterations, renovations, repairs, decorations,
replacements, and equipment installations as may be reasonably necessary for the
continued operation of the Theatres in a manner consistent with the standards
required of and maintained by the other theatres owned, leased or managed by
Manager (regardless of whether owned or managed by Manager or any of its
affiliates), and otherwise as may be appropriate, in the reasonable judgment of
Manager.
(10) Manager shall, in the name and on behalf of owner,
contract for all merchandise, materials, supplies and accessories to be used in
connection with the operation and maintenance of the Theatres and their
concessions.
(11) Manager shall obtain and maintain, for itself or on
behalf of owner, as the case may be, all licenses, permits and authorizations
from any governmental authorities which are necessary for the operation of the
Theatres in the manner contemplated by this Agreement. Owner shall cooperate
with Manager in obtaining all consents, authorizations, approvals, permits and
licenses necessary to operate the Theatres. Manager shall be at all times and at
its expense, qualified and licensed to do business and be in good standing in
all jurisdictions where such qualification or license is required to enable
Manager to manage the Theatres as contemplated by the terms of this Agreement.
(12) Manager shall use its reasonable efforts to cause the
Theatres to comply in all material respects with all statutes, ordinances, laws,
rules, regulations, orders and determinations affecting the Theatres and issued
by any governmental authority having jurisdiction thereof. Further, Manager
shall not unreasonably refuse or delay compliance with any specific instructions
that are given by owner and that are reasonably necessary to cause the Theatres
to comply with such statutes, ordinances, laws, rules, regulations, orders: and
determinations. Owner shall cooperate with Manager in complying with such
statutes, ordinances, laws, rules, regulations, orders and determinations,
including paying all costs of such compliance.
(13) To the extent Manager deems necessary in connection
with this Agreement, Manager shall enter into contracts on commercially
reasonable terms on behalf of Owner with architects, engineers, tradesmen and
other independent contractors to perform services and supervise the
administration and monitor the performance of all work to be performed and
services to be rendered under all such contracts.
(14) Manager shall operate the Theatres under the name of
Cinemark, and in connection therewith Manager shall use the Cinemark name,
trademark and logo, as the foregoing may be changed from time to time, to
identify the Theatres as Cinemark theatres consistent with the manner in which
Manager so identifies other properties as Cinemark theatres. Manager shall also
include the names of the Theatres in Manager's institutional advertising, on the
same basis as any other similar Cinemark theatres owned or managed by Manager or
any of
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Manager's affiliates. Owner acknowledges that it is acquiring no rights or
interest in or license with respect to or other right to use the name Cinemark
or such other trademarks or service marks or other intellectual property in
which Manager has an ownership or other proprietary interest and will permit
Manager, at the expense of owner, to remove from each of the Theatres the name
Cinemark or such other trademarks or service marks or other intellectual
property in which Manager has an ownership or other proprietary interest upon
the termination of this Agreement. In no event shall Owner be entitled to use
the Cinemark name, trademark or logo after this Agreement has been terminated by
either party for whatever reason.
(15) Manager shall have sole and exclusive authority to
negotiate, enter into and settle, in the name and on behalf of Owner, all
contracts and agreements relating to or arising out of the day-to-day business
and affairs of owner, including, without limitation, booking agreements and
agreements with suppliers, all on terms as Manager, in the good faith exercise
of its judgment, deems appropriate.
(b) Insurance.
(1) During the Term of this Agreement, Manager shall
maintain at Owner's own selection, insurance of such kinds and amounts as may be
reasonably necessary and appropriate for the Theatres, as well as any other
insurance that owner or Manager may reasonably request.
(2) Upon Owner's request, Manager shall not unreasonably
refuse to provide insurance coverage for the Theatres through inclusion of the
Theatres in Manager's multi-theatre policy, if any, in which event Owner shall
reimburse Manager for the actual cost of such insurance, or, if not reasonably
determinable, for a prorata share of the total cost of such insurance. If the
insurance coverage is provided through inclusion in Manager's multi-theatre
policy, upon request by Owner, Manager shall furnish owner with a schedule
setting forth the kinds and amounts of insurance in place in connection with the
operation of the Theatres. Promptly following the receipt of such schedule,
Owner shall notify Manager of any changes which Owner shall elect to make in
such schedule and, unless owner advises Manager that Owner will secure such
insurance coverage, Manager shall thereupon forthwith apply for all such
insurance, at owner's expense.
(3) All policies insuring against liability, damage to
the Theatres or portion thereof or interruptions of business, or the like shall
name Owner, Manager, or any mortgagee or beneficiary under any mortgage or other
similar agreement, as the insureds thereunder, as their respective interests may
appear. All policies of hazard insurance shall include loss payment clauses in
the form reasonably required by any mortgage or other agreement.
(4) Manager shall immediately notify owner of any
casualty, disaster, loss, damage or injury occurring at the Theatres whether
covered by insurance or not. Manager shall not use the Theatres, or permit the
same to be used, for any purpose which will make void or voidable any of such
insurance policies, and shall not keep or allow to be kept at the Theatres any
material, machinery, equipment, substance or other thing which may make void or
voidable any of such insurance policies. Manager shall, upon the request of
Owner, assist owner in any
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reasonable manner, as owner may request, in the settlement of any claim under
any of such insurance policies.
(c) Maintenance and Repair of the Theatres. Manager shall
maintain, or cause to be maintained the buildings, appurtenances and grounds of
the Theatres in substantial compliance with all applicable laws, statutes,
ordinances and regulations, federal, state and local, and in accordance with
standards reasonably acceptable to Owner, including within such maintenance,
without limitation thereof, interior and exterior cleaning, painting and
decorating, plumbing, equipment, carpentry and such other normal maintenance and
repair work as may be reasonably necessary. For any other individual item of
repair or replacement, the expense incurred shall not exceed the sum of $50,000
unless specifically authorized by Owner, except, however, that emergency repairs
immediately necessary for the preservation and safety of the Theatres or to
avoid the suspension of any service to the Theatres or danger of life or
property may be made by Manager without the approval of Owner. Standards
established by owner under this Section 2(c) may not be so low as to expose
Manager to risk of liability to other persons. Manager shall not be obligated by
this Section 2(c) to institute any major capital improvements. In the event
Manager fails for any reason to perform its obligations hereunder to maintain
and repair, and funds are available therefore, after 30 days' prior written
notice from Owner to do so, then, Owner may make the necessary repairs.
3. Payment of Expenses.
(a) 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 Manager in performing its duties under Section 2 hereof and
the cost of film rental payments, rents under Theatre leases, advertising, legal
or professional cost, salaries of managers and all other on-site employees shall
be borne by Owner. Manager shall not be required or obligated to provide or
advance any moneys for any such costs, charges or expenses. However, Manager
shall bear and pay all of its own overhead including the salaries of its own
officers, regional supervisory, administrative or accounting personnel.
(b) Manager shall collect the Revenues of the Theatres and
deposit such Revenues into one or more of owner's bank accounts, as specified by
Owner. Manager shall prepare and deliver to owner checks written on such bank
accounts for all Cash Expenditures of the Theatres, including the Management
Fee, and for other sums required to be paid by Owner under this Agreement.
(c) Owner shall reimburse Manager within 30 days of written
demand for any sums expended by Manager which are required by this Agreement to
be borne by Owner and for which Manager has not been otherwise reimbursed.
4. Management Fee. For the services to be rendered by Manager
hereunder, Owner agrees to pay Manager an annual management fee (the "Management
Fee") equal to (i) five percent (5%) of the aggregate Revenues of the Theatres
for Revenues in each year up to $50 million and (ii) three percent (3%) of the
aggregate Revenues of the Theatres for Revenues in each year over $50 million.
On or before the 30th day of each month, owner shall pay Manager the portion of
the Management Fee earned during the preceding month based upon the financial
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statements of Owner prepared by Manager. Within 30 days after the audited
financial statements of Owner for the preceding fiscal year are delivered to
Manager and owner, the parties shall calculate the amount of the Management Fee
for such fiscal year and any adjustments between the parties shall be made.
5. Term of Agreement.
(a) Term. The term of this Agreement shall be for a period of ten
years beginning December 10, 1993 and ending on December 10, 2003.
Notwithstanding anything to the contrary contained in this Section 5, if Section
4.23 of Indenture dated June 10, 1992, governing manager's $125,000,000
principal amount of 12% Senior Notes due June 1, 2002 (the "Indenture") is no
longer applicable to Manager, this Agreement may be terminated by either party
upon thirty (30) days written notice to the other party.
(b) Termination by Owner. Owner may seek to terminate this
Agreement only in accordance with the provisions of this Section. The term
"Cause" shall mean that (A) Manager has breached the terms of this Agreement by
committing any act or acts of bad faith, willful misconduct or gross negligence
which have, individually or in the aggregate, had a materially adverse effect on
the business or operations of owner, taken as a whole, or (B) Manager has
materially breached this Agreement or failed to satisfy its obligations
hereunder in any material respect and such breach or default shall be within the
power of Manager to cure.
2. At any time Owner determines that there is Cause, owner shall give
Manager written notice (the "Termination Notice"), specifying in reasonable
detail the cause and giving Manager at least thirty (30) days to cure such
Cause. If Manager has not cured the Cause within the time allowed in the
Termination Notice, the Termination Notice shall be effective and the Agreement
shall terminate in accordance with the provisions of such notice. If Manager
cures the Cause within the time allowed in Termination Notice, the Termination
Notice shall be ineffective and the term of this Agreement shall continue as
though the Termination Notice had not been given. However, if a longer period is
actually necessary in order to cure the Cause, the effectiveness of the
Termination Notice shall be suspended beyond such time until the earlier of (A)
the cure of the cause, in which case the Termination Notice shall be ineffective
and the term of this Agreement shall continue as though the Termination Notice
had not been given or (B) Manager discontinuing diligently pursuing a cure for
the Cause in which case the Termination Notice shall be effective and the
Agreement shall terminate in accordance with the provisions of such notice.
(c) Termination by Manager. Subject to the further provisions of
this Section, Manager may terminate this Agreement at any time upon ten (10)
days notice to owner in the event that Owner breaches or defaults in the
performance of any material covenant or obligation of Owner hereunder. Such
termination shall not prejudice any other rights or remedies available to
Manager as a result of such breach or default. At any time that Manager
determines that there has been a breach or default in the performance by owner
of any material covenant or obligation of Owner hereunder, Manager shall give
owner a Termination Notice, specifying in reasonable detail the breach or
default and giving Manager at least thirty (30) days to cure such breach or
default. If Owner has not cured the breach or default within the time allowed in
the Termination Notice, the Termination Notice shall be effective and the
Agreement shall terminate in
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accordance with the provisions of such notice. If owner cures the breach or
default within the time allowed in Termination Notice, the Termination Notice
shall be ineffective and the term of this Agreement shall continue as though the
Termination Notice had not been given. However, if a longer period is actually
necessary in order to cure the breach or default, the effectiveness of the
Termination Notice shall be suspended beyond such time until the earlier of (A)
the cure of the breach or default, in which case the Termination Notice shall be
ineffective and the term of this Agreement shall continue as though the
Termination Notice had not been given or (B) Owner discontinuing diligently
pursuing a cure for the breach or default in which case the Termination Notice
shall be effective and the Agreement shall terminate in accordance with the
provisions of such notice.
(d) Management Fee Upon Termination. Upon termination of this
Agreement, for whatever reason, the Management Fee (as set forth in Section 4
hereof) accrued but not yet paid to Manager shall be payable by Owner at the
time of such termination.
(e) Obligations Upon Termination. Following termination of this
Agreement, neither Owner nor Manager shall thereafter have any obligation or
liability to the other except any obligation or liability (i) resulting from any
default or breach of this Agreement occurring prior to the effective date of
termination, and (ii) settlement of compensation in accordance with this
Section. Upon termination of this Agreement for any reason, Manager shall
deliver to Owner the originals of the books, records and all other documents
relating to the Theatres.
6. Indemnification.
(a) Indemnification by Owner. Owner shall indemnify and hold
Manager, its officers, directors, shareholders, employees, and representatives
harmless from and against all claims, damages and costs (including counsel fees)
arising out of or in connection with (i) any breach by Owner of any
representation, warranty or covenant made in this Agreement or (ii) the
management of the Theatres and the operation thereof, including, without
limitation, those based upon negligence, strict negligence, sole negligence,
contractual comparative negligence or concurrent negligence, but specifically
excluding Manager's own gross negligence, bad faith or willful misconduct.
(b) Indemnification by Manager. Manager shall it indemnify and
hold Owner and its respective officers, directors, shareholders, employees and
representatives harmless from and against all claims, damages and costs
(including counsel fees) arising out of or in connection with Manager's own
gross negligence, bad faith or willful misconduct.
(c) Effect of Insurance; Waiver of Subrogation. The indemnities
herein contained shall not apply to any claims with respect to which the
indemnified party is covered by insurance, provided that the foregoing exclusion
does not invalidate the indemnified party's insurance coverage. Each party shall
endeavor to secure from its insurer waivers of subrogation with respect to
claims against the other parties under policies in which the other parties are
not named insureds, and shall promptly notify the other parties in the event
that any such waiver is unobtainable or is obtainable only upon payment of an
additional premium. If such waiver is obtainable only upon payment of an
additional premium, the other parties shall have the right, at its option, to
pay such additional premium.
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(d) Limitation on Liability of Manager. Nothing contained in this
Section 6 shall limit either party's rights and remedies for breach of any
provision of this Agreement by the other party, provided that Manager shall have
no liability to Owner if Manager's action was taken or omitted to be taken in
the operation and management of the business and affairs of Owner, including the
operation of the Theatres, unless such action or omission resulted from
Manager's own gross negligence, bad faith or willful misconduct. For purposes of
this Agreement, any action taken by Manager which has been expressly approved or
authorized by Owner or which is in accordance with customary practices of the
motion picture theatre industry shall not be deemed to constitute gross
negligence, bad faith or willful misconduct.
7. Delegation of Duties. Notwithstanding anything to the contrary
contained in this Agreement, Manager shall have the right to delegate or
subcontract its duties under this Agreement to any person, corporation or
partnership; provided, however, that no such delegation or subcontracting shall
relieve Manager of liability under this Agreement and further provided that
Manager shall supervise the activities of such subcontractor, and provided,
further that the Management Fee continues to be paid to Manager or a Wholly
Owned Subsidiary of Manager that is a Restricted Subsidiary (as such terms are
defined in the Indenture) of Manager.
8. No Restriction on other Businesses; Future Expansion.
(a) Manager shall not be required to spend its full time and
attention in the management and operation of the Theatres. Manager shall inform
Owner in due course of any bona fide offer or inquiry concerning the purchase of
any of the Theatres. Subject to Section 8(b) below, nothing contained herein
shall preclude, prevent or be a limitation upon either party acting for itself
or for others, or being a partner in a partnership or a stockholder in a
corporation engaged in other real estate or business ventures. Nothing in this
Agreement shall be construed so as to deem Manager a partner or joint venturer
with Owner.
(b) Manager and Owner acknowledge that they are both in the
business of developing and acquiring motion picture exhibition theatres and that
both parties may in the future be presented with opportunities to develop new
theatres and acquire existing theatres. The parties agree that all opportunities
to develop new theatres and acquire existing theatres will be presented to
Manager and Manager will solely determine whether Manager or owner pursues the
development of or acquisition of such theatres, provided, however, that all
decisions regarding the development and acquisition of theatres shall be made
such that neither Manager nor Owner will own, lease or manage any theatre that
is (i) within 20 miles of any theatre owned, leased or managed by the other if
neither of such theatres is located in a city having a population greater than
50,000 at the time of the proposed transaction or (ii) within 10 miles of any
theatre owned, leased or managed by the other if either of such theatres is
located in a city having a population greater than 50,000 at the time of the
proposed transaction, unless in either case a majority of the Board of Directors
of Manager, including a majority of the independent directors of Manager,
determines that such action is in the best interests of Manager. A theatre is
deemed to be located in each city whose boundaries fall within a radius of 10
miles from the theatre.
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9. Subsidiaries of Owner. Owner shall cause each of its subsidiaries to
enter into a Management Agreement for the management of their respective
theatres with Manager containing terms substantially similar to this Agreement.
10. No Right of Set-off. Owner shall not be entitled to set-off the
Management Fee which owner is obligated to pay to Manager against any claims
that Owner may have against manager. Nothing contained in this Agreement shall
be construed to limit owner's ability to pursue an action against Manager for a
breach of its obligations hereunder.
11. Film Settlement Policies. Owner acknowledges that, subject to the
next sentence, (i) with respect to booking services, numerous subjective and
nonquantifiable matters of judgment go into the decision of which films to book
and the terms of such booking and that Manager, for a variety of reasons, may
find it necessary to book films of certain distributors and not book films of
other distributors; (ii) separate geographic areas may be unique and involve
factors relevant to policies employed in the negotiation and effectuation of
film settlements ("Settlement Policies") that are not of equal importance to
other geographical areas, (iii) Settlement Policies for one area may not
necessarily be evaluated against or compared to the Settlement Policies Manager
or its affiliates employ or employed in other geographic areas or markets, and
(iv) Manager will not be required to employ the same or similar Settlement
Policies hereunder as it or its affiliates follow in other geographic areas or
markets or for other theatres owned, leased or managed by Manager in the same
geographical area; provided that Manager shall conduct the Settlement Policies
in a good and businesslike manner. Owner confirms that Manager has made no
representation or covenant as to the Settlement Policies or booking policies it
has or will have with respect to any theatres which are owned, leased or managed
by Manager or its affiliates or which are to be managed pursuant to this
Agreement other than that Manager will employ the same policies and practices in
respect thereof on behalf of the Theatres as it does on behalf of Manager's
theatres and that Manager will act in good faith in respect thereof.
12. No Restrictions on Payment of Management Fee. Owner agrees not,
directly or indirectly, to create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction on the ability of
Owner to pay to Manager any fees or other amounts payable under this Agreement.
13. Governing Law. This Agreement shall be construed and enforced
pursuant to the laws of the State of Texas.
14. Assignment. This Agreement may not be assigned by either party
without the consent of the other party except that (i) Manager may assign this
Agreement to any successor in interest or assignee of all or substantially all
of the business, assets, or operations of Manager, (ii) Manager may assign this
Agreement to a Wholly Owned Subsidiary of Manager that is a Restricted
Subsidiary and (iii) either party to this Agreement may grant a lien to a lender
in and to such party's right pursuant to this Agreement and such lender shall
have the right to exercise all of such party's rights and remedies hereunder.
All terms and provisions herein contained shall extend to and be binding upon
the parties and their permitted successors and assigns.
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15. 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
incorporation, (ii) it has the corporate 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 action
and (iv) this Agreement constitutes the legal, valid and binding obligations of
such party, enforceable in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors' rights generally.
16. Construction and Interpretation. This Agreement may be executed in
any number of counterparts which together shall constitute the contract of the
parties. The section headings herein contained are for the purposes of
identification only and shall not be considered in construing this Agreement.
Time is of the essence of this Agreement. If either party obtains a judgment
against the other party by reason of breach of this Agreement, a reasonable
attorney's fee as fixed by the court shall be included in such judgment. This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Texas. The waiver by either party of a default or breach hereunder
shall not be construed as a waiver of any other default or breach hereunder by
such party.
INTENDING to be legally bound, the parties hereto have executed this
Agreement to be effective as of the date first above written.
CINEMARK USA, INC.
By: /s/ Jeffrey J. Stedman
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Name: Jeffrey J. Stedman
Title: Vice President
LAREDO JOINT VENTURE
By: CINEMARK II, INC.,
its Managing Venturer
By: /s/ Margaret S. Richards
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Name: Margaret S. Richards
Title: Vice President
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