09923-00001/12439085.1 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov

In re: 

 

CINEMEX USA REAL ESTATE Chapter 11 

HOLDINGS, INC., CINEMEX 

HOLDINGS USA, INC., and CB 

THEATER EXPERIENCE LLC,1 

 Case No. 20-14695-LMI 

 

Debtors. (Jointly Administered) 

 / 

NOTICE OF FILING THE PROPOSED FINDINGS OF FACT, CONCLUSIONS OF 

LAW AND ORDER CONFIRMING THE THIRD AMENDED JOINT 

 CHAPTER 11 PLAN OF REORGANIZATION OF CINEMEX USA 

REAL ESTATE HOLDINGS, INC., CINEMEX HOLDINGS USA, INC. 

AND CB THEATER EXPERIENCE LLC 

PLEASE TAKE NOTICE that the above-captioned debtors and debtors-in-possession 

(collectively, the “Debtors”), hereby file the proposed Findings of Fact, Conclusions of Law and 

Order Confirming the Third Amended Joint Chapter 11 Plan of Reorganization of Cinemex USA 

Real Estate Holdings, Inc., Cinemex Holdings USA, Inc., and CB Theater Experience LLC (the 

“Proposed Confirmation Order”) with the United States Bankruptcy Court for the Southern District 

of Florida (the “Court”), attached hereto as Exhibit A. 

PLEASE TAKE FURTHER NOTICE that the Debtors reserve the right to materially 

alter, amend, or modify the Proposed Confirmation Order, provided that the Debtors file a revised 

 

1

 The Debtors in these cases and the last four digits of each Debtor’s federal tax identification 

number are as follows: (1) Cinemex USA Real Estate Holdings, Inc. (2194); (2) Cinemex 

Holdings USA, Inc. (5502); and (3) CB Theater Experience, LLC (0563). The address for the 

Debtors is 175 South West 7th Street, Suite 1108, Miami, Florida 33130. 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 1 of 150
09923-00001/12439085.1 2 

version of the Proposed Confirmation Order if such document is altered, amended, or modified in 

any material respect. 

PLEASE TAKE FURTHER NOTICE that the hearing at which the Court will consider 

confirmation of the Plan and entry of the Proposed Confirmation Order shall commence on 

November 24, 2020, at 9:30 a.m. (prevailing Eastern Time) before the Honorable Laurel M. 

Isicoff, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District 

of Florida. 

PLEASE TAKE FURTHER NOTICE that copies of all documents filed in these chapter 

11 cases are available free of charge by visiting the website maintained by the Debtors’ voting 

agent, Omni Agent Solutions at https://cases.omniagentsolutions.com/ or by telephone at 1-866-

771-0562. You may also obtain copies of any pleadings by visiting the Court’s website at 

http://www.flsb.uscourts.gov/ in accordance with the procedures and fees set forth therein. 

Respectfully submitted this 23rd day of November, 2020. 

 QUINN EMANUEL URQUHART & 

 SULLIVAN, LLP 

 

 Patricia B. Tomasco (admitted pro hac vice) 

 711 Louisiana Street, Suite 500 

 Houston, Texas 77002 

 Telephone: 713-221-7000 

 Facsimile: 713-221-7100 

 Email: pattytomasco@quinnemanuel.com

 

 By: /s/ Patricia B. Tomasco

 Patricia B. Tomasco (admitted pro hac 

 vice) 

 

 -and- 

 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 2 of 150
09923-00001/12439085.1 3 

 

 Eric Winston (admitted pro hac vice) 

 865 S. Figueroa Street, 10th Floor 

 Los Angeles, California 90017 

 Telephone: 213-443-3000 

 Facsimile: 213-443-3100 

 Email: ericwinston@quinnemanuel.com

 

 -and- 

 Juan P. Morillo (FBN 135933) 

 1300 I Street, NW, Suite 900 

 Washington, D.C. 20005 

 Telephone: 202-538-8000 

 Facsimile: 202-538-8100 

 Email: juanmorillo@quinnemanuel.com

 

 -and- 

 BAST AMRON LLP 

 Jeffrey P. Bast (FBN 996343) 

 Brett M. Amron (FBN 148342) 

 One Southeast Third Avenue, Suite 1400 

 Sun Trust International Center 

 Miami, Florida 33131 

 Telephone: 305-379-7904 

 Facsimile: 305-379-7905 

 Email: jbast@bastamron.com

 Email: bamron@bastamron.com

 

 COUNSEL FOR CINEMEX USA REAL 

ESTATE HOLDINGS, INC., CINEMEX 

HOLDINGS USA, INC., and CB THEATER 

EXPERIENCE LLC 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 3 of 150
1 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov

In re: 

 

CINEMEX USA REAL ESTATE Chapter 11 

HOLDINGS, INC., CINEMEX 

HOLDINGS USA, INC., and CB 

THEATER EXPERIENCE LLC,1

 

 Case No. 20-14695-LMI 

 (Jointly Administered) 

Debtors. 

 / 

FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER 

CONFIRMING THIRD AMENDED JOINT CHAPTER 11 PLAN OF 

REORGANIZATION OF CINEMEX USA REAL ESTATE HOLDINGS, INC., 

CINEMEX HOLDINGS USA, INC. AND CB THEATER EXPERIENCE LLC2

 

1

 The Debtors in these cases and the last four digits of each Debtor’s federal tax identification number are as 

follows: (1) Cinemex USA Real Estate Holdings, Inc. (2194); (2) Cinemex Holdings USA, Inc. (5502); and (3) CB 

Theater Experience LLC (0563). The address for the Debtors is 175 South West 7th Street, Suite 1108, Miami, 

Florida 33131. 

2

 Capitalized terms used but not otherwise defined in these findings of fact, conclusions of law, and order 

(collectively, the “Confirmation Order”) shall have the meaning ascribed to them in the Third Amended Joint 

Chapter 11 Plan of Cinemex USA Real Estate Holdings, Inc., Cinemex Holdings USA, Inc., and CB Theater 

Experience LLC, a copy of which is attached hereto as Exhibit A (as may be amended, supplemented, or otherwise 

modified from time to time, and including all exhibits and supplements thereto, the “Plan”). The rules of 

interpretation set forth in Article I.B of the Plan apply to this Confirmation Order. 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 4 of 150
2 

The above-captioned debtors and debtors in possession (collectively, the 

“Debtors”), having:

a. Commenced these chapter 11 cases (the “Chapter 11 Cases”), on April 25 

and 26, 2020 (the “Petition Date”), by filing voluntary petitions in the 

United States Bankruptcy Court for the Southern District of Florida (the 

“Court”) for relief under chapter 11 of title 11 of the United States Code 

(the “Bankruptcy Code”);

b. continued to operate their businesses and manage their properties as 

debtors in possession in accordance with sections 1107(a) and 1108 of the 

Bankruptcy Code;

c. filed, on October 29, 2020, solicitation versions of the Third Amended Joint 

Chapter 11 Plan of Cinemex USA Real Estate Holdings, Inc., Cinemex 

Holdings USA, Inc., and CB Theater Experience LLC (ECF No. 779) (the 

“Plan”) and the Disclosure Statement for Third Amended Joint Chapter 11 

Plan of Reorganization of Cinemex USA Real Estate Holdings, Inc., 

Cinemex Holdings USA, Inc. and CB Theater Experience LLC (ECF No. 

779) (the “Disclosure Statement”);

d. obtained, on October 29, 2020, entry of the Order (I) Approving Adequacy 

of the Disclosure Statement; (II) Setting Hearing on Confirmation of Plan; 

(III) Approving Solicitation, Form of Ballots, Notices and Notice 

Procedures With Respect to Confirmation; (IV) Setting Hearing on Fee 

Applications; (V) Setting Various Deadlines and (VI) Describing Plan 

Proponent’s Obligations (ECF No. 777), approving the Disclosure 

Statement, solicitation procedures, and related notices, forms, and ballots 

(the “Disclosure Statement Order”);

e. filed, on November 19, 2020, a Plan Supplement (ECF No. 885) (the “First Plan 

Supplement”);

f. caused, beginning on or about October 31, 2020 (the “Solicitation Date”), 

the Solicitation Packages (as defined in the Disclosure Statement Order) 

and notice of the Confirmation Hearing and the deadline for objecting to 

confirmation of the Plan to be distributed in accordance with the 

Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”), the Disclosure Statement Order, and the Solicitation 

Procedures, as evidenced by, among other things, the Certificate of Service 

(ECF No. 903) (the “Solicitation Affidavit”);

g. filed, on November 23, 2020, the Debtors’ Memorandum of Law in 

Support of Confirmation of the Third Amended Joint Chapter 11 Plan of 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 5 of 150
3 

Cinemex USA Real Estate Holdings, Inc., Cinemex Holdings USA, Inc., 

and CB Theater Experience LLC (ECF No. 902) (the “Confirmation 

Brief”); and

h. filed, on November 20, 2020, the Certificate of Proponent of Plan on 

Acceptance of Plan, Report on Amount to be Deposited, Certificate of 

Amount Deposited and Payment of Fees (LF-34) (as amended 

supplemented, or modified from time to time, the “Voting Report”) (ECF 

No. 909).

This Court having:

a. entered the Disclosure Statement Order on October 29, 2020;

b. set Wednesday, November 18, 2020, at 4:00 p.m. (prevailing Eastern 

Time) as the deadline for filing objections in opposition to the Plan;

c. set Wednesday, November 18, 2020, at 4:00 p.m. (prevailing Eastern 

Time) as the deadline for submitting ballots accepting or rejecting the 

Third Amended Plan and Opt Out Forms; 

d. set Tuesday, November 24, 2020, at 9:30 a.m. (prevailing Eastern Time) as 

the date and time for the commencement of the Confirmation Hearing in 

accordance with Bankruptcy Rules 3017 and 3018 and sections 1126, 

1128, and 1129 of the Bankruptcy Code;

e. reviewed the Plan, the Disclosure Statement, the Confirmation Brief, the 

Voting Report, and all pleadings, exhibits, declarations, affidavits, 

statements, responses, and comments regarding Confirmation, including all 

objections, statements, and reservations of rights filed by parties in interest 

on the docket of the Chapter 11 Cases;

f. held the Confirmation Hearing;

g. heard the statements and arguments made by counsel in respect of 

Confirmation;

h. considered all oral representations, live testimony, written direct testimony, 

designated deposition testimony, exhibits, documents, filings, and other 

evidence presented at the Confirmation Hearing;

i. made rulings on the record at the Confirmation Hearing (the “Confirmation 

Ruling”);

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 6 of 150
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j. overruled any and all objections to the Plan and to Confirmation, except as 

otherwise stated or indicated on the record, and all statements and 

reservations of rights not consensually resolved or withdrawn unless 

otherwise indicated; and

k. taken judicial notice of all papers and pleadings filed in the Chapter 11 Cases.

NOW, THEREFORE, the Court having found that notice of the Confirmation Hearing 

and the opportunity for any party in interest to object to Confirmation have been adequate and 

appropriate as to all parties affected or to be affected by the Plan and the transactions 

contemplated thereby; and the record of the Chapter 11 Cases and the legal and factual bases 

set forth in the documents filed in support of Confirmation and presented at the Confirmation 

Hearing, including without limitation, the declarations in support, establish just cause for the 

relief granted in the Confirmation Order; and after due deliberation thereon and good cause 

appearing therefor, the Court hereby makes and issues the following findings of fact, 

conclusions of law, and order:

I. FINDINGS OF FACT AND CONCLUSIONS OF LAW

IT IS HEREBY DETERMINED, FOUND, ADJUDGED, DECREED, AND ORDERED

THAT:

A. Jurisdiction and Venue.

1. The Court has subject matter jurisdiction over this matter under 28 U.S.C. § 

1334. The Court has exclusive jurisdiction to determine whether the Plan complies with the 

applicable provisions of the Bankruptcy Code and should be confirmed and to enter a final order 

with respect thereto. The Debtors confirm their consent, pursuant to rule 7008 of the Bankruptcy 

Rules, to the entry of a final order by the Court in connection with this motion to the extent 

that it is later determined that the Court, absent consent of the parties, cannot enter final orders 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 7 of 150
5 

or judgments in connection herewith consistent with Article III of the United States Constitution. 

Venue in this Court was proper as of the Petition Date and continues to be proper under 28 

U.S.C. §§ 1408 and 1409. Confirmation of the Plan is a core proceeding under 28 U.S.C. § 

157(b)(2).

B. Eligibility for Relief.

2. The Debtors were and continue to be entities eligible for relief under section 109 

of the Bankruptcy Code.

C. Commencement and Joint Administration of the Chapter 11 Cases.

3. On the Petition Date, the Debtors commenced the Chapter 11 Cases. On April 

30, 2020, the Bankruptcy Court entered an order approving the Debtors’ motion for joint 

administration (ECF No. 9) in accordance with Bankruptcy Rule 1015(b). The Debtors have 

operated their business and managed their properties as debtors in possession pursuant to 

sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee 

or examiner has been made in the Chapter 11 Cases.

D. Appointment of Committee.

4. On May 22, 2020, the U.S. Trustee Filed the Notice of Appointment of 

Committee of Unsecured Creditors (ECF No. 140), thereby notifying parties in interest that the 

U.S. Trustee had appointed the Official Committee of Unsecured Creditors (the “Committee”) 

to represent the interests of the unsecured creditors of the Debtors in the Chapter 11 Cases. 

E. Plan Supplement.

5. On November 18, 2020, the Debtors filed the Plan Supplement (ECF No. 885). 

The Plan Supplement (as amended, supplemented, or otherwise modified from time to time 

according to the Plan) complies with the terms of the Plan, and the Debtors provided good and 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 8 of 150
6 

proper notice of the filing in accordance with the Bankruptcy Code, the Bankruptcy Rules, the 

Disclosure Statement Order, and the facts and circumstances of the Chapter 11 Cases. No other 

or further notice is or will be required with respect to the Plan Supplement or any of the 

documents contained therein or related thereto. Subject to the terms of the Plan, the Debtors 

are authorized to modify the Plan Supplement in accordance with the time limits set forth in the 

Plan.

F. Modifications to the Plan.

6. Pursuant to section 1127 of the Bankruptcy Code, the modifications to the Plan 

since the Debtors began the solicitation of votes as described or set forth in this Confirmation 

Order constitute technical changes, changes with respect to particular Claims by agreement 

with Holders of such Claims, or modifications that do not otherwise materially and adversely 

affect or change the treatment of any other Claim or Interest. These modifications are 

consistent with the disclosures previously made pursuant to the Disclosure Statement and 

solicitation materials served pursuant to the Disclosure Statement Order, and notice of these 

modifications was adequate and appropriate under the facts and circumstances of the Chapter 

11 Cases.

7. In accordance with Bankruptcy Rule 3019, these modifications do not require 

additional disclosures under section 1125 of the Bankruptcy Code or the resolicitation of votes 

under section 1126 of the Bankruptcy Code, and they do not require that Holders of Claims and 

Interests be afforded an opportunity to change previously cast acceptances or rejections of the 

Plan. Accordingly, the Plan, as modified, is properly before this Court and all votes cast with 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 9 of 150
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respect to the Plan prior to such modifications shall be binding and shall apply with respect to 

the Plan.

G. Objections Overruled.

8. Any resolution or disposition of objections to Confirmation of the Plan 

explained or otherwise ruled upon by the Court on the record at the Confirmation Hearing is 

hereby incorporated by reference. All unresolved objections, statements, and reservations of 

rights with respect to Confirmation are hereby overruled on the merits.

H. Disclosure Statement Order.

9. On October 29, 2020, the Court entered the Disclosure Statement Order (ECF 

No. 777). The Disclosure Statement Order, among other things, fixed Wednesday, November 

18, 2020, at 4:00 p.m. (prevailing Eastern Time) as the deadline for objecting to the Plan (the 

“Plan Objection Deadline”) and Wednesday, November 18, 2020, at 4:00 p.m. (prevailing 

Eastern Time) as the deadline for voting to accept or reject the Plan (the “Voting Deadline”). 

The Disclosure Statement Order also established (a) November 20, 2020, as the deadline for the 

Debtors to file their confirmation affidavit, (b) November 23, 2020, at 12 noon as the deadline 

the Debtors to file a reply to objections, if any, to confirmation of the Plan, and (c) Tuesday, 

November 24, 2020, at 9:30 a.m. (prevailing Eastern Time) as the date and time for the 

Confirmation Hearing. 

I. Transmittal and Mailing of Materials; Notice.

10. As evidenced by the Solicitation Affidavit, the Debtors provided due, adequate, 

and sufficient notice of the Plan, Disclosure Statement, Disclosure Statement Order, 

Solicitation Packages, the Confirmation Hearing Notice, the Plan Supplement, and all the other 

materials distributed by the Debtors in connection with confirmation of the Plan in compliance 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 10 of 150
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with the Bankruptcy Rules, including Bankruptcy Rules 2002, 3017, 3019, and 3020(b), the 

Bankruptcy Local Rules of the United States Bankruptcy Court for the Southern District of 

Florida (the “Bankruptcy Local Rules”), and the procedures set forth in the Disclosure 

Statement Order. The Debtors provided due, adequate, and sufficient notice of the Voting 

Deadline and Plan Objection Deadline, the Confirmation Hearing (as continued from time to 

time), and any applicable hearings described in the Disclosure Statement Order in compliance 

with the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, and the 

Disclosure Statement Order. No other or further notice is or shall be required.

J. Solicitation.

11. The Debtors solicited votes for acceptance and rejection of the Plan in good 

faith, and such solicitation complied with sections 1125, 1126, and all other applicable sections 

of the Bankruptcy Code, Bankruptcy Rules 2002, 3017, 3018, and 3019, the Disclosure 

Statement Order, the Bankruptcy Local Rules, and all other applicable rules, laws, and 

regulations. The Solicitation Packages provided the opportunity for voting creditors and nonvoting creditors to opt out of the releases contained in the Plan.

K. Voting Report.

12. Before the Confirmation Hearing, the Debtors filed the Voting Report. The 

Voting Report was admitted into evidence during the Confirmation Hearing without objection. 

The procedures used to tabulate ballots were fair and conducted in accordance with the 

Disclosure Statement Order, the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy 

Local Rules, and all other applicable rules, laws, and regulations.

13. As set forth in the Plan and Disclosure Statement, Holders of Claims in Classes 

3, 4, and 5 of the Plan (collectively, the “Voting Classes”) were eligible to vote to accept or 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 11 of 150
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reject the Plan in accordance with the Solicitation Procedures. Holders of Claims and Interests 

in Classes 1, 2, and 7 of the Plan (collectively, the “Deemed Accepting Classes”) are 

Unimpaired and conclusively presumed to accept the Plan and, therefore, did not vote to accept 

or reject the Plan. Holders of Claims or Interests in Classes 6 and 8 of the Plan (collectively, 

the “Deemed Rejecting Classes”) are Impaired and are entitled to no recovery under the Plan, 

and are therefore deemed to have rejected the Plan.

14. As evidenced by the Voting Report, Classes 3, 4, and 5 voted to accept the Plan 

at each Debtor.

L. Bankruptcy Rule 3016.

15. The Plan is dated and identifies the Entities submitting it, thereby satisfying 

Bankruptcy Rule 3016(a). The Debtors appropriately filed the Disclosure Statement and Plan 

with the Court, thereby satisfying Bankruptcy Rule 3016(b). The injunction, release, and 

exculpation provisions in the Plan, as described in the Disclosure Statement, describe, in bold 

font and with specific and conspicuous language, all acts to be enjoined and identify the 

Entities that will be subject to the injunction, thereby satisfying Bankruptcy Rule 3016(c).

M. Burden of Proof.

16. The Debtors, as proponents of the Plan, have met their burden of proving the 

elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of the 

evidence, the applicable evidentiary standard for Confirmation. Further, the Debtors have 

surpassed that standard and have proven the elements of sections 1129(a) and 1129(b) by clear 

and convincing evidence. Each witness who provided testimony on behalf of the Debtors in 

connection with the Confirmation Hearing (including by affidavit, declaration or certification) 

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was credible, reliable, and qualified to testify as to the topics addressed in his or her testimony.

N. Compliance with the Requirements of Section 1129 of the Bankruptcy Code.

17. The Plan complies with all applicable provisions of section 1129 of the 

Bankruptcy Code as follows:

a. Section 1129(a)(1)—Compliance of the Plan with Applicable Provisions of 

the Bankruptcy Code.

18. The Plan complies with all applicable provisions of the Bankruptcy Code, 

including sections 1122 and 1123, as required by section 1129(a)(1) of the Bankruptcy Code.

i. Sections 1122 and 1123(a)(1)—Proper Classification.

19. The classification of Claims and Interests under the Plan is proper under the 

Bankruptcy Code. In accordance with sections 1122(a) and 1123(a)(1) of the Bankruptcy Code, 

Article III of the Plan provides for the separate classification of Claims and Interests into eight 

different Classes, based on differences in the legal nature or priority of such Claims and 

Interests (other than Administrative Claims, Professional Fee Claims, Priority Tax Claims, and 

DIP Facility Claims, which are each addressed in Article II of the Plan and are required not to 

be designated as separate Classes pursuant to section 1123(a)(1) of the Bankruptcy Code). 

Valid business, factual, and legal reasons exist for the classification of the various Classes of 

Claims and Interests created under the Plan; the classifications were not implemented for any 

improper purpose, and the creation of such Classes does not unfairly discriminate between or 

among Holders of Claims and Interests.

20. In accordance with section 1122(a) of the Bankruptcy Code, each Class of 

Claims or Interests contains only Claims or Interests substantially similar to the other Claims or 

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Interests within that Class. Accordingly, the Plan satisfies the requirements of sections 

1122(a), 1122(b), and 1123(a)(1) of the Bankruptcy Code.

ii. Sections 1123(a)(2)—Specification of Unimpaired Classes.

21. Article III of the Plan specifies that Claims in the Deemed Accepting Classes are 

Unimpaired under the Plan. In addition, Article II of the Plan specifies that Administrative 

Claims, Professional Fee Claims, Priority Tax Claims, and DIP Facility Claims with respect to 

the Plan are Unimpaired, although the Plan does not classify these Claims. Accordingly, the 

Plan satisfies the requirements of section 1123(a)(2) of the Bankruptcy Code.

iii. Sections 1123(a)(3)—Specification of Treatment of Impaired Classes.

22. Article III of the Plan specifies the treatment of each Impaired Class under 

the Plan. Accordingly, the Plan satisfies the requirements of section 1123(a)(3) of the 

Bankruptcy Code.

iv. Sections 1123(a)(4)—No Discrimination.

23. Article III of the Plan provides the same treatment to each Claim or 

Interest in any particular Class, as the case may be, unless the Holder of a particular 

Claim or Interest has agreed to a less favorable treatment with respect to such Claim or 

Interest. Accordingly, the Plan satisfies the requirements of section 1123(a)(4) of the 

Bankruptcy Code.

v. Section 1123(a)(5)—Adequate Means for Plan Implementation.

24. The Plan and the various documents included in the Plan Supplement 

provide adequate and proper means for the Plan’s execution and implementation, 

including: (a) the restructuring of the Debtors’ balance sheet and other financial 

transactions provided for by the Plan, including the issuance of the New Common Stock; 

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(b) the New Organizational Documents; (c) the Assumed Executory Contract and 

Unexpired Lease List; (d) the Rejected Executory Contract and Unexpired Lease List; (e) 

the Stock Purchase Agreement; (f) the Schedule of Retained Causes of Action; (g) the 

identity of the members of the Reorganized Cinemex Holdings Board and management for 

the Reorganized Debtors and the nature of their compensation; (h) the Cap-Ex Escrow 

Agreements; (i) the GUC Claims Trust Agreement; (j) the Governance Term Sheet; (k) 

the list of insurance policies; (l) the Opt Out Form; (m) the list of Assumed Theaters; (n) 

the form of TLCF Note; (o) the cancellation of certain existing agreements, obligations, 

instruments, and Interests, as provided in Article III of the Plan; (p) the vesting of the 

assets of the Debtors’ Estates in the Reorganized Debtors; and (q) the execution, delivery, 

filing, or recording of all contracts, instruments, releases, and other agreements or 

documents in furtherance of the Plan. Accordingly, the Plan satisfies the requirements of 

section 1123(a)(5) of the Bankruptcy Code.

vi. Section 1123(a)(6)—Non-Voting Equity Securities.

25. The New Organizational Documents for the Debtors prohibit the issuance 

of non- voting securities. Accordingly, the Plan satisfies the requirements of section 

1123(a)(6) of the Bankruptcy Code.

vii. Section 1123(a)(7)—Directors, Officers, and Trustees.

26. The selection of the members of the Reorganized Cinemex Holdings Board 

is set forth in the Plan Supplement. Accordingly, the Plan satisfies the requirements of 

section 1123(a)(7) of the Bankruptcy Code.

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b. Section 1123(b)—Permissive Contents of the Plan.

27. The Plan contains various discretionary provisions that are permitted by 

section 1123(b) of the Bankruptcy Code. Each such provision complies with section 

1123(b) of the Bankruptcy Code and is not inconsistent with the applicable provisions of 

the Bankruptcy Code. Thus, the Plan satisfies section 1123(b) of the Bankruptcy Code.

i. Impairment/Unimpairment of Any Class of Claims or Interests.

28. Pursuant to the Plan, Article III of the Plan impairs or leaves unimpaired, 

as the case may be, each Class of Claims and Interests, as contemplated by section 

1123(b)(1) of the Bankruptcy Code.

ii. Assumption and Rejection of Executory Contracts and 

Unexpired Leases.

29. Article V of the Plan provides for the assumption of the Debtors’ 

Executory Contracts and Unexpired Leases as of the Effective Date of the Plan, unless 

such Executory Contracts or Unexpired Leases: (a) previously were assumed, assumed 

and assigned, or rejected by the Debtors; (b) are identified on the Rejected Executory 

Contract and Unexpired Lease List; (c) are the subject of a motion to reject Executory 

Contracts or Unexpired Leases that is pending on the Effective Date; or (d) are subject to 

a motion to reject an Executory Contract or Unexpired Lease pursuant to which the 

requested effective date of such rejection is after the Effective Date.

iii. Compromise and Settlement.

30. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code and 

Bankruptcy Rule 9019 and in consideration for the distributions and other benefits 

provided pursuant to the Plan, the provisions of the Plan constitute a good faith 

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compromise and settlement of all Claims, Interests, and controversies relating to the 

contractual, legal, and subordination rights that a Holder of a Claim or Interest may have 

with respect to any Allowed Claim or Interest, or any distribution to be made on account of 

such Allowed Claim or Interest. The Plan (as expressly modified by paragraphs 152-157 and 

166-173 of this Confirmation Order) incorporates integrated compromises and settlements 

(collectively, the “Settlements”), of numerous claims and Causes of Action, issues, and 

disputes designed to achieve a beneficial and efficient resolution of the Chapter 11 Cases 

for all parties in interest.

31. Accordingly, in consideration for the distributions and other benefits 

provided under the Plan, this Confirmation Order shall constitute the Court’s approval of 

the Settlements as well as a finding by the Court that such Settlements are in the best 

interests of the Debtors, their Estates, and the Holders of Claims and Interests and are fair, 

equitable, and reasonable.

32. Based upon the representations and arguments of counsel to the Debtors 

and all other testimony either actually given or proffered and other evidence introduced at 

the Confirmation Hearing and the full record of the Chapter 11 Cases, this Confirmation 

Order constitutes the Court’s approval of the Settlements incorporated in the Plan and this 

Confirmation Order, because, among other things: (a) the Settlements reflect a reasonable 

balance between the possible success of litigation with respect to each of the settled 

claims and disputes, on the one hand, and the benefits of fully and finally resolving such 

claims and disputes and allowing the Debtors to expeditiously exit chapter 11, on the 

other hand; (b) absent the Settlements, there is a potential for complex and protracted 

litigation involving, among other things, the Settlements, with the attendant expense, 

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inconvenience, and delay that have a possibility to derail the Debtors’ reorganization 

efforts; (c) each of the parties supporting the Settlements, including the Debtors, the 

Syndicated Bank Loan Lenders, and the Committee are represented by counsel that is 

recognized as being knowledgeable, competent, and experienced; (d) the Settlements are 

the product of arm’s-length bargaining and good faith negotiations between sophisticated 

parties; and (e) the Settlements are fair, equitable, and reasonable and in the best interests 

of the Debtors, Reorganized Debtors, their respective Estates and property, creditors, and 

other parties in interest, will maximize the value of the Estates by preserving and 

protecting the ability of the Reorganized Debtors to continue operating outside of 

bankruptcy protection and in the ordinary course of business, and are essential to the 

successful implementation of the Plan. Based on the foregoing, the Settlements satisfy the 

requirements of applicable Eleventh Circuit law for approval of settlements and 

compromises pursuant to Bankruptcy Rule 9019.

iv. Debtors’ Release.

33. The releases of claims and Causes of Action by the Debtors described in 

Article VIII.C of the Plan and incorporated into this Confirmation Order in accordance 

with section 1123(b)(3)(A) of the Bankruptcy Code represent a valid exercise of the 

Debtors’ business judgment under Bankruptcy Rule 9019 (the “Debtors’ Release”). The 

Debtors’ or the Reorganized Debtors’ pursuit of any such claims against the Released 

Parties is not in the best interest of the Estates’ various constituencies because the costs 

involved would likely outweigh any potential benefit from pursuing such claims. The 

Debtors’ Release is fair and equitable.

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34. The Debtors’ Release is furthermore an integral part of the Plan and the 

Settlements embodied therein and in this Confirmation Order, and is in the best interests of 

the Debtors’ Estates as a component of the comprehensive settlement implemented under 

the Plan. The probability of success in litigation with respect to the released Causes of 

Action supports the Debtors’ Release. In negotiations between the Debtors, the Purchaser, 

the Syndicated Bank Loan Agent (on behalf of the Syndicated Bank Loan Lenders) and 

the Committee, the parties identified various potential claims and Causes of Action held 

by the Debtors. With respect to each of these potential claims and Causes of Action, 

parties could assert colorable defenses, and the probability of success is highly uncertain 

and appropriately reflected in the recoveries provided under the Plan.

35. Creditors have overwhelmingly voted in favor of the Plan, including the 

Debtors’ Release. The Plan, including the Debtors’ Release contained therein, was 

negotiated by sophisticated parties represented by able counsel and financial advisors, 

including the Settling Lenders, the Supporting Creditors, and the Committee. The 

Debtors’ Release is therefore the result of an arm’s-length negotiation process.

36. The Debtors’ Release appropriately offers protection to parties that 

provided consideration to the Debtors and that participated in the Debtors’ restructuring 

process. Specifically, the Released Parties under the Plan, including (in each case only in 

its capacity as such): (a) each of the Syndicated Bank Loan Lenders; (b) the Syndicated 

Bank Loan Agent; (c) the DIP Lenders; (d) the Committee; (e) the individual members of 

the Committee (both in their capacity as such and as individual creditors); (f) each of the 

Debtors’ current and former directors or officer; (g) the Purchaser; and (h) with respect to 

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17 

each of the foregoing (a) through (g), each of such Entity and its current and former 

Affiliates, and such Entities’ and their current and former Affiliates’ current and former 

members, directors, managers, officers, equity holders (regardless of whether such 

interests are held directly or indirectly), predecessors, successors, and assigns, 

subsidiaries, and each of their respective current and former members, equity holders, 

officers, directors, managers, principals, members, employees, agents, advisory board 

members, financial advisors, partners, attorneys, accountants, investment bankers, 

consultants, representatives, and other professionals, each in their capacity as such, made 

significant concessions and contributions to the Chapter 11 Cases, including, as 

applicable, entering into the Settlements and actively supporting the Plan and the Chapter 

11 Cases, provided however, that as set forth in the Plan, neither Grupo Cinemex, 

Operadora De Cinemas, S.A. DE C.V., or any other Entity that is not a Debtor shall be 

released from their obligations in their capacity as (i) a “Loan Party” under the Syndicated 

Bank Loan Agreement or (ii) a contractual obligor to a Holder of a GUC Claim, whether 

as a guarantor or surety with respect to any guarantees or payment assurances arising 

under or relating to Executory Contracts and Unexpired Leases, whether or not rejected 

prior to the Confirmation Date. For the avoidance of doubt, the Debtors’ Release does not 

release any of the Released Parties from their obligations under the Plan, any 

Restructuring Transaction, or any document, instrument, or agreement (including those set 

forth in the Plan Supplement) executed to implement the Plan, including without 

limitation under the TLCF Note or the Purchaser from its obligations under the Stock 

Purchase Agreement. 

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37. The Debtors’ Release for the Debtors’ directors and officers is appropriate 

because the Debtors’ directors and officers share an identity of interest with the Debtors, 

supported the Plan and the Chapter 11 Cases, actively participated in meetings, 

negotiations, and implementation during the Chapter 11 Cases, and have provided other 

valuable consideration to the Debtors to facilitate the Debtors’ reorganization.

38. As such, the releases are: (a) in exchange for the good and valuable 

consideration provided by or on behalf of the Released Parties; including the Third Party 

Releases granted by the Released Parties; (b) a good faith settlement and compromise of 

the claims or Causes of Action released herein; (c) in the best interests of the Debtors and 

all Holders of Claims and Interests; (d) fair, equitable, and reasonable; (e) given and made 

after due notice and opportunity for hearing; and (f) a bar to any of the Debtors, the 

Reorganized Debtors, or the Debtors’ Estates asserting any Claim or Cause of Action 

released pursuant to the releases described herein. In light of the foregoing, the Debtors’ 

Release is approved.

v. Release by Holders of Claims and Interests.

39. The release by the Releasing Parties set forth in Article VIII.D of the Plan 

and incorporated into this Confirmation Order (the “Third Party Release”) is an essential 

provision of the Plan. The Third Party Release is: (a) consensual; (b) essential to the 

Confirmation of the Plan; (c) given in exchange for the good and valuable consideration 

provided by the Released Parties, including the Debtors’ Release; (d) a good faith 

settlement and compromise of such claims or Causes of Action; (e) in the best interests of 

the Debtors and their Estates; (f) fair, equitable, and reasonable; (g) given and made after 

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due notice and opportunity for hearing; and (h) a bar to any of the Releasing Parties 

asserting any Claim or Cause of Action released pursuant to the releases described herein.

40. The Third Party Release is an integral part of the Plan. Similar to the 

Debtors’ Release, the Third Party Release was integral to the formulation of the Plan, 

including the Settlements embodied therein and in this Confirmation Order. The Third 

Party Release was critical in incentivizing the Released Parties to support the Plan and the 

Settlements and preventing potentially significant and time-consuming litigation. The 

Third Party Release appropriately offers certain protections to parties who constructively 

participated in the Debtors’ restructuring process by supporting the Plan through the 

Settlements. Furthermore, the Third Party Release is consensual, as the Releasing Parties 

in interest were provided notice of the chapter 11 proceedings, the Plan, and the deadline 

to object to confirmation of the Plan. Additionally, voting creditors and non-voting parties 

were given the opportunity to opt out of the Third Party Release (which would also cause 

such parties to lose the benefit of the Debtors’ Release), and the release provisions of the 

Plan were conspicuous and emphasized with boldface type in the Plan, the Disclosure 

Statement, and the applicable ballots and Opt-Out Form.

41. The scope of the Third Party Release is appropriately tailored under the 

facts and circumstances of the Chapter 11 Cases, and parties received due and adequate 

notice of the Third Party Release. Among other things, the Plan provides appropriate and 

specific disclosure with respect to the claims and Causes of Action that are subject to the 

Third Party Release, and no other disclosure is necessary. The Debtors, as evidenced by 

the Solicitation Affidavit, provided sufficient notice of the Third Party Release, and no 

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further or other notice is necessary. The Third Party Release is consistent with 

established practice in this jurisdiction and others. The Third Party Release is specific in 

language, integral to the Plan, a condition of the settlement, and given for substantial 

consideration.

vi. Exculpation.

42. The exculpation provision set forth in Article VIII.E of the Plan and 

incorporated into this Confirmation Order is essential to the Plan. The record in the 

Chapter 11 Cases supports the exculpation provision set forth in Article VIII.E of the Plan, 

which is appropriately tailored to protect the Exculpated Parties from unnecessary 

litigation. The exculpation, including the carveout for actual fraud, gross negligence, or 

willful misconduct, is consistent with established practice in this jurisdiction and others.

vii. Injunction.

43. The injunction provision set forth in Article VIII.F of the Plan is essential 

to the Plan and is necessary to implement the Plan and to preserve and enforce the discharge, 

the Debtors’ Release, the Third Party Release, and the exculpation provision in Article 

VIII.E of the Plan. The injunction provision is appropriately tailored to achieve those 

purposes.

viii. Channeling Injunction.

44. The channeling injunction provision set forth in Article VIII.G of the Plan is 

an essential provision of the Plan and is necessary to implement the Plan. The parties 

benefiting from channeling injunction provided consideration to effectuate the 

Settlements. The channeling injunction is instrumental to the Plan and was critical in 

incentivizing creditors to support the Plan and avoiding potentially significant and timeCase 20-14695-LMI Doc 926 Filed 11/24/20 Page 23 of 150
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consuming litigation. The channeling injunction was a core negotiation point in 

connection with the Settlements and instrumental in developing the Plan in a manner that 

maximized value for all of the Debtors’ creditors and kept the Debtors intact as a going 

concern.

45. The scope of the channeling injunction is appropriately tailored under the 

facts and circumstances of the Chapter 11 Cases, and parties received due and adequate 

notice of the channeling injunction. The channeling injunction is fair and appropriate in 

these Chapter 11 Cases.

ix. Preservation of Claims and Causes of Action.

46. Article IV.S of the Plan, as well as the Plan Supplement, appropriately 

provide for the preservation by the Debtors or the Reorganized Debtors of certain Causes of 

Action in accordance with section 1123(b)(3)(B) of the Bankruptcy Code. Causes of 

Action not released by the Debtors or exculpated under the Plan or this Confirmation Order 

will be retained by the Reorganized Debtors as provided by the Plan. The Plan is specific 

and unequivocal with respect to the Causes of Action to be retained by the Reorganized 

Debtors, and the Plan and the Plan Supplement provide meaningful disclosure with respect 

to the potential Causes of Action that the Reorganized Debtors may retain, and all parties in 

interest received adequate notice with respect to such Causes of Action. The provisions 

regarding Causes of Action in the Plan, and as set forth in the Plan Supplement, are 

appropriate and in the best interests of the Debtors, their respective Estates, and Holders of 

Claims and Interests. 

x. Lien Releases.

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47. The release and discharge of all mortgages, deeds of trust, Liens, pledges, 

or other security interests against any property of the Debtors’ Estates set forth in Article 

VIII.B of the Plan and (the “Lien Releases”) is necessary to implement the Plan. The 

provisions of the Lien Releases are appropriate, fair, equitable, and reasonable and in the 

best interests of the Debtors, their Estates, and holders of Claims and Interests.

xi. Additional Plan Provisions.

48. The other discretionary provisions of the Plan, including the Plan 

Supplement, are appropriate and consistent with applicable provisions of the Bankruptcy 

Code, including, without limitation, the provisions providing for the implementation of 

the Restructuring Transactions and performance of the agreements contemplated thereby, 

and the retention of jurisdiction.

c. Section 1123(d)—Cure of Defaults.

49. Article V.C of the Plan provides for the satisfaction of Cure Claims 

associated with each Executory Contract and Unexpired Lease to be assumed in accordance 

with section 365(b)(1) of the Bankruptcy Code. Any monetary defaults under each 

Assumed Executory Contract or Unexpired Lease (calculated as of the Petition Date) shall 

be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the 

default amount in Cash on the Effective Date, or as soon as reasonably practicable 

thereafter, subject to the limitations described in Article V.C of the Plan, or on such other 

terms as the parties to such Executory Contracts or Unexpired Leases may otherwise 

agree. Except as expressly provided in this Confirmation Order, any disputed Cure 

Claims will be determined in accordance with the procedures set forth in Article V.C of 

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the Plan or this Confirmation Order and applicable bankruptcy and nonbankruptcy law. 

As such, the Plan provides that the Debtors will cure, or provide adequate assurance that 

the Debtors will promptly cure, defaults with respect to assumed Executory Contracts and 

Unexpired Leases in accordance with section 365(b)(1) of the Bankruptcy Code. 

Assumption of any Executory Contract or Unexpired Lease shall result in the full release 

and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including 

defaults of provisions restricting the change in control or ownership interest composition 

or other bankruptcy-related defaults, arising under any Assumed Executory Contract or 

Unexpired Lease at any time before the effective date of assumption. Thus, the Plan 

complies with section 1123(d) of the Bankruptcy Code.

d. Section 1129(a)(2)—Compliance of the Debtors and Others with the 

Applicable Provisions of the Bankruptcy Code.

50. The Debtors, as proponents of the Plan, have complied with all applicable 

provisions of the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy 

Code, including sections 1122, 1123, 1124, 1125, 1126, 1128, and 1129 and Bankruptcy 

Rules 2002, 3017, 3018, and 3019.

51. The Debtors and their agents solicited votes to accept or reject the Plan 

after the Court approved the adequacy of the Disclosure Statement, pursuant to section 

1125(a) of the Bankruptcy Code and the Disclosure Statement Order.

52. The Debtors and their agents have solicited and tabulated votes on the Plan 

and have participated in the activities described in section 1125 of the Bankruptcy Code 

fairly, in good faith within the meaning of section 1125(e), and in a manner consistent 

with the applicable provisions of the Disclosure Statement Order, the Disclosure 

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Statement, the Bankruptcy Code, the Bankruptcy Rules, and all other applicable rules, 

laws, and regulations and are entitled to the protections afforded by section 1125(e) of the 

Bankruptcy Code and the exculpation provision set forth in Article VIII.E of the Plan. 

The Debtors and their agents and Affiliates have participated in good faith and in 

compliance with applicable provisions of the Bankruptcy Code in the offer, issuance, sale, 

or purchase of the New Common Stock, and the Debtors, the Reorganized Debtors, and 

their respective agents and Affiliates shall not be held liable on account of such 

participation for violation of any applicable law, rule, or regulation governing the offer, 

issuance, sale, or purchase of such securities.

53. The Debtors and their agents have participated in good faith and in 

compliance with the applicable provisions of the Bankruptcy Code with regard to the 

offering, issuance, and distribution of recoveries under the Plan and therefore are not, and 

on account of such distributions will not be, liable at any time for the violation of any 

applicable law, rule, or regulation governing the solicitation of acceptances or rejections of 

the Plan or distributions made pursuant to the Plan, so long as such distributions are made 

consistent with and pursuant to the Plan.

e. Section 1129(a)(3)—Proposal of Plan in Good Faith.

54. The Debtors have proposed the Plan in good faith, with the legitimate and 

honest purpose of maximizing the value of the Debtors’ Estates for the benefit of their 

stakeholders, and not by any means forbidden by law. In determining that the Plan has 

been proposed in good faith, the Court has examined the totality of the circumstances 

surrounding the filing of the Chapter 11 Cases, the Plan, and the process leading to its 

formulation. The Debtors’ good faith is evident from the facts and record of the Chapter 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 27 of 150
25 

11 Cases, the Disclosure Statement, the hearing on the Disclosure Statement, and the 

record of the Confirmation Hearing and other proceedings held in the Chapter 11 Cases.

55. The Plan is the product of good faith, arm’s-length negotiations by and 

among the Debtors, the Purchaser, the Syndicated Bank Loan Agent (on behalf of the 

Syndicated Bank Loan Lenders) and the Committee. The Plan itself and the process 

leading to its formulation, including the marketing and sale process relating to the New 

Common Stock, provides independent evidence of the Debtors’ and such other parties’ 

good faith, serves the public interest, and assures fair treatment of Holders of Claims and 

Interests. Consistent with the overriding purpose of chapter 11, the Debtors filed the 

Chapter 11 Cases with the belief that the Debtors were in need of reorganization, and the 

Plan was negotiated and proposed with the intention of accomplishing a successful 

reorganization and maximizing stakeholder value and for no ulterior purpose. 

Accordingly, the requirements of section 1129(a)(3) of the Bankruptcy Code are satisfied.

56. The Debtors or the Reorganized Debtors, as appropriate, have been, are, 

and will continue acting in good faith if they proceed to: (a) consummate the Plan, the 

Restructuring Transactions, and the agreements, settlements, transactions, and transfers 

contemplated thereby; and (b) take the actions authorized and directed or contemplated by 

this Confirmation Order. Therefore, the Plan has been proposed in good faith to achieve a 

result consistent with the objectives and purposes of the Bankruptcy Code.

f. Section 1129(a)(4)—Court Approval of Certain Payments as Reasonable.

57. Any payment made or to be made by the Debtors, or by a person issuing 

securities or acquiring property under the Plan, for services or costs and expenses in 

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26 

connection with the Chapter 11 Cases, or in connection with the Plan and incident to the 

Chapter 11 Cases, has been approved by, or is subject to the approval of, the Court as 

reasonable. Accordingly, the Plan satisfies the requirements of section 1129(a)(4).

g. Section 1129(a)(5)—Disclosure of Directors and Officers Are 

Consistent with the Interests of Creditors and Public Policy.

58. The identities of the Reorganized Debtors’ directors and officers were, to the 

extent reasonably practicable and known to the Debtors, disclosed in the Plan Supplement. 

To the extent that such directors and officers are insiders, the nature of their compensation 

has been disclosed to the extent known and reasonably practicable. Accordingly, the 

Debtors have satisfied the requirements of section 1129(a)(5) of the Bankruptcy Code.

h. Section 1129(a)(6)—Rate Changes.

59. The Plan does not contain any rate changes subject to the jurisdiction of 

any governmental regulatory commission and therefore will not require governmental 

regulatory approval. Therefore, section 1129(a)(6) of the Bankruptcy Code does not apply 

to the Plan.

i. Section 1129(a)(7)—Best Interests of Holders of Claims and Interests.

60. The evidence in support of the Plan that was proffered or adduced at the 

Confirmation Hearing, and the facts and circumstances of the Chapter 11 Cases, 

establishes that each Holder of Allowed Claims or Interests in each Class either (i) has 

accepted the Plan; or (ii) will recover as much or more value under the Plan on account of 

such Claim or Interest, as of the Effective Date of the Plan, than the amount such Holder 

would receive if the Debtors were liquidated on the Effective Date of the Plan under 

chapter 7 of the Bankruptcy Code. As a result, the Debtors have demonstrated that the 

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27 

Plan is in the best interest of their creditors and equity holders, and the requirements of 

section 1129(a)(7) of the Bankruptcy Code are satisfied.

j. Section 1129(a)(8)—Conclusive Presumption of Acceptance by 

Unimpaired Classes; Acceptance of the Plan by Certain Impaired 

Classes; Fairness of Plan with Respect to Rejecting Classes.

61. The Deemed Accepting Classes are Unimpaired under the Plan and are 

deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. At 

least one Class of Claims that is Impaired under the Plan has accepted the Plan. 

Nevertheless, because the Plan has not been accepted by the Rejecting Classes, the Debtors 

seek Confirmation, solely with respect to the Rejecting Classes, under section 1129(b) of 

the Bankruptcy Code, rather than section 1129(a)(8) of the Bankruptcy Code. Although 

section 1129(a)(8) has not been satisfied with respect to the Rejecting Classes, the Plan is 

confirmable because the Plan does not discriminate unfairly and is fair and equitable with 

respect to the Rejecting Classes, and thus satisfies section 1129(b) of the Bankruptcy 

Code with respect to such Classes as described further below. As a result, the requirements 

of section 1129(b) of the Bankruptcy Code are satisfied.

k. Section 1129(a)(9)—Treatment of Claims Entitled to Priority Pursuant 

to Section 507(a) of the Bankruptcy Code.

62. The treatment of Administrative Claims, Professional Fee Claims, Priority 

Tax Claims, and DIP Claims under Article II of the Plan satisfies the requirements of, and 

complies in all respects with, section 1129(a)(9) of the Bankruptcy Code.

l. Section 1129(a)(10)—Acceptance by at Least One Impaired Class.

63. As set forth in the Voting Reports, each Impaired Class that was entitled to 

vote on the Plan has voted to accept the Plan. Specifically, Holders of Claims in Classes 

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28 

3, 4, and 5 voted to accept the Plan. As such, there is at least one Class of Claims that is 

Impaired under the Plan and has accepted the Plan, determined without including any 

acceptance of the Plan by any insider (as defined by the Bankruptcy Code). Accordingly, 

the requirements of section 1129(a)(10) of the Bankruptcy Code are satisfied with respect 

to the Plan.

m. Section 1129(a)(11)—Feasibility of the Plan.

64. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. The 

evidence supporting the Plan proffered or adduced by the Debtors at or before the 

Confirmation Hearing: (a) is reasonable, persuasive, credible, and accurate as of the dates 

such evidence was prepared, presented, or proffered; (b) has not been controverted by other 

persuasive evidence; (c) establishes that the Plan is feasible and Confirmation of the Plan 

is not likely to be followed by liquidation or the need for further financial reorganization; 

(d) establishes that the Debtors will have sufficient funds available to meet their 

obligations under the Plan—including sufficient amounts of Cash to reasonably ensure 

payment of, among other Allowed Claims, Allowed General Administrative Claims, 

Allowed Priority Tax Claims, Allowed Other Priority Claims, Allowed DIP Claims, 

Allowed Other Secured Claims, Allowed Professional Fee Claims, and Allowed GUC 

Claims that will receive the Convenience Claims Distribution pursuant to the terms of the 

Plan, and other expenses in accordance with the terms of the Plan and section 507(a) of the 

Bankruptcy Code; and (e) establishes that the Debtors or the Reorganized Debtors, as 

applicable, will have the financial wherewithal to pay any Claims that accrue, become 

payable, or are allowed by Final Order following the Effective Date.

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 31 of 150
29 

65. Accordingly, the Plan satisfies the requirements of section 1129(a)(11) of 

the Bankruptcy Code.

n. Section 1129(a)(12)—Payment of Statutory Fees.

66. Article XII.D of the Plan provides that all fees payable pursuant to section 

1930(a) of the Judicial Code, as determined by the Court at the Confirmation Hearing in 

accordance with section 1128 of the Bankruptcy Code, will be paid by the applicable 

Debtor (on the Effective Date) or each applicable Reorganized Debtor for each quarter 

(including any fraction of a quarter) until the Chapter 11 Cases are converted, dismissed, 

or closed, whichever occurs first. Accordingly, the Plan satisfies the requirements of 

section 1129(a)(12) of the Bankruptcy Code.

o. Section 1129(a)(13)—Retiree Benefits.

67. Pursuant to section 1129(a)(13) of the Bankruptcy Code, and as provided in Article 

IV.R of the Plan, the Reorganized Debtors will continue to pay all obligations on account of retiree 

benefits (as such term is used in section 1114 of the Bankruptcy Code) on and after the Effective 

Date in accordance with applicable law. As a result, the requirements of section 1129(a)(13) of 

the Bankruptcy Code are satisfied.

p. Section 1129(a)(14), (15), and (16)—Domestic Support Obligations, 

Individuals, and Nonprofit Corporations.

68. The Debtors do not owe any domestic support obligations, are not 

individuals, and are not nonprofit corporations. Therefore, sections 1129(a)(14), 

1129(a)(15), and 1129(a)(16) of the Bankruptcy Code do not apply to the Chapter 11 

Cases.

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30 

q. Section 1129(b)—Confirmation of the Plan Over Non-acceptance of 

Impaired Classes.

69. Notwithstanding the fact that the Rejecting Classes have not accepted the 

Plan, the Plan may be confirmed pursuant to section 1129(b)(1) of the Bankruptcy Code 

because: (a) at least one Impaired Class voted to accept the Plan; and (b) the Plan does not 

discriminate unfairly and is fair and equitable with respect to the Claims and Interests in 

the Rejecting Classes. As a result, the Plan satisfies the requirements of section 1129(b) 

of the Bankruptcy Code. Thus, the Plan may be confirmed even though section 

1129(a)(8) of the Bankruptcy Code is not satisfied with respect to the Rejecting Classes. 

After entry of this Confirmation Order and upon the occurrence of the Effective Date, the 

Plan shall be binding upon all Holders of Claims and Interests, including the members of 

the Rejecting Classes.

r. Section 1129(c)—Only One Plan.

70. Other than the Plan with respect to the Debtors, no other plan has been 

confirmed in the Chapter 11 Cases. Accordingly, the requirements of section 1129(c) of 

the Bankruptcy Code are satisfied.

s. Section 1129(d)—Principal Purpose of the Plan Is Not Avoidance of 

Taxes or Section 5 of the Securities Act.

71. No Governmental Unit has requested that the Court refuse to confirm the 

Plan on the grounds that the principal purpose of the Plan is the avoidance of taxes or the 

avoidance of the application of section 5 of the Securities Act. As evidenced by its terms, 

the principal purpose of the Plan is not the avoidance of the taxes or the application of 

section 5 of the Securities Act. Accordingly, the requirements of section 1129(d) of the 

Bankruptcy Code have been satisfied.

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31 

t. Section 1129(e)—Not Small Business Cases.

72. The Chapter 11 Cases are not small business cases, and, accordingly, 

section 1129(e) of the Bankruptcy Code does not apply to the Chapter 11 Cases.

u. Satisfaction of Confirmation Requirements.

73. Based upon the foregoing and all other pleadings and evidence proffered or 

adduced at or prior to the Confirmation Hearing, the Plan and the Debtors, as applicable, 

satisfy all the requirements for plan confirmation set forth in section 1129 of the 

Bankruptcy Code.

v. Conditions to Effective Date.

74. The Plan shall not become effective unless and until the conditions set 

forth in Article IX.B of the Plan have been satisfied or waived pursuant to Article IX.C of 

the Plan.

w. Implementation.

75. All documents and agreements necessary to implement transactions 

contemplated by the Plan, including those contained or summarized in the Plan 

Supplement, the Cap-Ex Escrow Agreements, the GUC Claims Trust Agreement, and the 

New Organizational Documents for the Reorganized Debtors, and all other relevant and 

necessary documents have been negotiated in good faith and at arm’s-length, are in the 

best interests of the Debtors, and shall, upon completion of documentation and execution, be 

valid, binding, and enforceable documents and agreements not in conflict with any 

federal, state, or local law. The Debtors are authorized to take any action reasonably 

necessary or appropriate to consummate such agreements and the transactions 

contemplated thereby.

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32 

x. Vesting of Assets.

76. Except as otherwise provided in the Plan (including, without limitation, 

Article IV.N of the Plan), on the Effective Date, all property in each Estate, all Causes of 

Action, and any property acquired by any of the Debtors pursuant to the Plan shall vest in 

each applicable Reorganized Debtor free and clear of all Liens, Claims, charges, Interests, 

or other encumbrances other than those specifically granted pursuant to the Plan or this 

Confirmation Order. Except as otherwise provided in the Plan, on and after the Effective 

Date, each of the Reorganized Debtors may operate their business and may use, acquire, 

or dispose of property and compromise or settle any Claims, Interests, or Causes of 

Action without supervision or approval by the Court and free of any restrictions of the 

Bankruptcy Code or Bankruptcy Rules.

y. Treatment of Executory Contracts and Unexpired Leases.

77. Pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code, upon the 

occurrence of the Effective Date, the Plan and Plan Supplement provides for the 

assumption or rejection of certain Executory Contracts and Unexpired Leases. The 

Debtors’ determinations regarding the assumption or rejection of Executory Contracts and 

Unexpired Leases are based on and within the sound business judgment of the Debtors, are 

necessary to the implementation of the Plan, and are in the best interests of the Debtors, 

their Estates, Holders of Claims and other parties in interest in the Chapter 11 Cases.

z. GUC Claims Trust Agreement.

78. The GUC Claims Trust Agreement is an essential element of the Plan, and 

approval of the GUC Claims Trust Agreement is necessary for confirmation and 

consummation of the Plan. Entry into the GUC Claims Trust Agreement is in the best 

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33 

interest of the Debtors, their Estates, and all holders of Claims or Interests. The Debtors 

have exercised reasonable business judgment in determining to enter into the GUC Claims 

Trust Agreement and have provided sufficient and adequate notice of the material terms 

of the agreement, which material terms were filed as part of the Plan, Plan Supplement, 

and related pleadings. The terms and conditions are fair and reasonable, and were 

negotiated at arm’s length and in good faith. The Debtors are authorized without further 

approval of the Court or any other party to execute and deliver all agreements, 

instruments, certificates, and other documents and to perform their obligations thereunder.

aa. Cap-Ex Escrow Agreements.

79. The Cap-Ex Escrow Agreements are another essential element of the Plan, 

and approval of the Cap-Ex Escrow Agreements is necessary for confirmation and 

consummation of the Plan. Entry into the Cap-Ex Escrow Agreements is in the best 

interest of the Debtors, their Estates, and all holders of Claims or Interests. The Debtors 

have exercised reasonable business judgment in determining to enter into the Cap-Ex 

Escrow Agreements and have provided sufficient and adequate notice of the material 

terms of the agreement, which material terms were filed as part of the Plan, Plan 

Supplement, and related pleadings. The terms and conditions are fair and reasonable, 

and were negotiated at arm’s length and in good faith. The Debtors are authorized 

without further approval of the Court or any other party to execute and deliver all 

agreements, instruments, certificates, and other documents and to perform their 

obligations thereunder.

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34 

II. ORDER

BASED ON THE FOREGOING FINDINGS OF FACT AND 

CONCLUSIONS OF LAW, IT IS THEREFORE ORDERED, ADJUDGED, AND 

DECREED THAT:

80. The Plan is confirmed in its entirety except as expressly modified herein.

81. This Confirmation Order approves the Plan Supplement, including the 

documents contained therein that may be amended in accordance with and as permitted by the 

Plan and this Confirmation Order. The terms of the Plan, the Plan Supplement, and the 

exhibits thereto are incorporated herein by reference and are an integral part of this 

Confirmation Order; provided, however, that if there is any direct conflict between the terms of 

the Plan and the terms of this Confirmation Order, the terms of this Confirmation Order shall 

control solely to the extent of such conflict.

82. All Holders of Claims that voted to accept the Plan are conclusively presumed to 

have accepted the Plan.

83. The terms of the Plan, the Plan Supplement, all exhibits thereto, and this 

Confirmation Order shall be effective and binding as of the Effective Date on all parties in 

interest, including, but not limited to: (a) the Debtors; (b) the DIP Lenders; (c) the Syndicated 

Bank Loan Lenders; (d) the Purchaser; (e) the Committee; and (f) all Holders of Claims and 

Interests against the Debtors.

84. The failure to include or refer to any particular article, section, or provision of 

the Plan, the Plan Supplement, any related document, agreement, or exhibit does not impair the 

effectiveness of that article, section, or provision; it being the intent of the Court that the Plan, 

the Plan Supplement, and any related document, agreement, or exhibit are approved in their 

entirety.

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35 

A. Objections.

85. To the extent that any objections (including any reservations of rights contained 

therein) to Confirmation have not been withdrawn, waived, or settled before entry of this 

Confirmation Order, are not cured by the relief granted in this Confirmation Order, or have not 

been otherwise resolved as stated on the record of the Confirmation Hearing, all such 

objections (including any reservation of rights contained therein) are hereby overruled in their 

entirety.

B. Findings of Fact and Conclusions of Law.

86. The findings of fact and the conclusions of law set forth in this Confirmation 

Order constitute findings of fact and conclusions of law in accordance with Bankruptcy Rule 

7052, made applicable to this proceeding by Bankruptcy Rule 9014. All findings of fact and 

conclusions of law announced by the Court at the Confirmation Hearing in relation to 

Confirmation, including the Confirmation Ruling, are hereby incorporated into this 

Confirmation Order. To the extent that any of the following constitutes findings of fact or 

conclusions of law, they are adopted as such. To the extent any finding of fact or conclusion 

of law set forth in this Confirmation Order (including any findings of fact or conclusions of law 

announced by the Court at the Confirmation Hearing and incorporated herein) constitutes an 

order of this Court, it is adopted as such. 

C. General Settlement of Claims and Interests.

87. Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 

and in consideration for the distributions and other benefits provided pursuant to the Plan, 

the provisions of the Plan shall constitute a good faith compromise and settlement of all 

Claims, Interests, and controversies relating to the contractual, legal, and subordination 

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36 

rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or 

Interest, or any distribution to be made on account of such Allowed Claim or Interest. The 

compromises and releases described herein and in the Plan shall be deemed nonseverable 

from each other and from all other terms of the Plan. The entry of this Confirmation 

Order shall constitute the Court’s approval of the compromise, settlement, and releases set 

forth in the Plan, as well as a finding by the Court that such settlement and compromise, 

and the releases and other agreements provided to effectuate such settlement, are in the 

best interests of the Debtors, their Estates, and the Holders of Claims and Interests, and 

are fair, equitable, and reasonable. 

88. In accordance with the provisions of the Plan, pursuant to Bankruptcy Rule 

9019, without any further notice to or action, order, or approval of the Bankruptcy Court, 

after the Effective Date, the Reorganized Debtors or the GUC Claims Trustee, as the case 

may be, may compromise and settle Claims against, and Interests in, the Debtors and their 

Estates, and Causes of Action against other Entities.

D. The Releases, Injunction, Exculpation, and Related Provisions Under the Plan.

89. The following releases, injunctions, exculpations, and related provisions 

set forth in Article VIII of the Plan, are hereby approved and authorized in all respects, are 

so ordered, and shall be immediately effective on the Effective Date without further order 

or action on the part of this Court or any other party:

1. Releases by the Debtors.

90. Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable 

consideration, including the Third Party Release, on and after the Effective Date, each 

Released Party is deemed released and discharged by the Debtors, the Reorganized 

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37 

Debtors, and their Estates, from any and all claims and Causes of Action whether known 

or unknown, including any derivative claims, asserted on behalf of the Debtors, that the 

Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to 

assert in their own right (whether individually or collectively) or on behalf of the Holder 

of any Claim or Interest, based on or relating to, or in any manner arising from, in whole 

or in part, the Debtors (including the day-to-day management of the Debtors, any 

decisions made or not made by the Debtors’ board members, and/or the ownership or 

operation of the Debtors), the Reorganized Debtors (including the formation thereof, if 

applicable), the Debtors’ prepetition activities (including any intercompany transactions), 

the DIP Orders (and any payments or transfers in connection therewith), the New 

Organizational Documents, any preference or avoidance claims pursuant to sections 544, 

547, 548, or 549 of the Bankruptcy Code, the settlements and/or treatment of Claims and 

Interests contemplated by the Plan, or any Restructuring Transaction, contract, instrument, 

release, or other agreement or document (including the reliance by any Released Party on 

the Plan or the Confirmation Order) created or entered into in connection with the 

Disclosure Statement, the Plan, the Sale Transaction, the Chapter 11 Cases, the filing of 

the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the 

administration and implementation of the Plan, including the issuance or distribution of 

Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or 

any other related agreement, or upon any other act or omission, transaction, agreement, 

event, or other occurrence taking place on or before the Effective Date related or relating 

to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases 

set forth above do not release any post-Effective Date obligations of any party or Entity 

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38 

under the Plan, any Restructuring Transaction, or any document, instrument, or agreement 

(including those set forth in the Plan Supplement) executed to implement the Plan. For 

the avoidance of doubt, the Debtors’ Release does not release any Released Party from 

any obligations under the Plan or agreements relating to implementation of the Plan, 

including the TLCF Note or the Stock Purchase Agreement. 

91. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s 

approval, pursuant to Bankruptcy Rule 9019, of the releases described herein, which 

includes by reference each of the related provisions and definitions contained in the Plan, 

and further, shall constitute the Bankruptcy Court’s finding that the releases described 

herein are: (1) in exchange for the good and valuable consideration provided by or on 

behalf of the Released Parties; (2) a good faith settlement and compromise of the Claims 

and Interests released herein; (3) in the best interests of the Debtors and all Holders of 

Claims and Interests; (4) fair, equitable, and reasonable; (5) given and made after due 

notice and opportunity for hearing; and (6) a bar to any of the Debtors, the Reorganized 

Debtors, or the Debtors’ Estates asserting any claim or Cause of Action released pursuant 

to the releases described herein or asserting (directly or indirectly) or trading any claim or 

Cause of Action released pursuant to the releases described herein against any Released 

Party at any time. 

2. Releases by Holders of Claims and Interests.

92. As of the Effective Date, except to enforce distributions under the Plan, 

each Releasing Party is deemed to have released and discharged each Released Party from 

any and all claims and Causes of Action, whether known or unknown, including any 

derivative claims, asserted on behalf of the Debtors, that such Entity would have been 

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39 

legally entitled to assert (whether individually or collectively), based on or relating to, or 

in any manner arising from, in whole or in part, the Debtors (including the day-to-day 

management of the Debtors, any decisions made or not made by the Debtors’ board 

members, and/or the ownership or operation of the Debtors), Reorganized Cinemex 

(including the formation thereof), the Debtors’ prepetition operations and activities, the 

New Organizational Documents, the DIP Orders (and any payments or transfers in 

connection therewith), the Sale Transaction, the settlements contemplated by the Plan, or 

any Restructuring Transaction, contract, instrument, release, or other agreement or 

document (including the reliance by any Released Party on the Plan or the Confirmation 

Order) created or entered into in connection with the Disclosure Statement, the Plan, the 

Chapter 11 Cases, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the 

administration and implementation of the Plan, including the issuance or distribution of 

Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or 

any other related agreement, or upon any other act or omission, transaction, agreement, 

event, or other occurrence taking place on or before the Effective Date related or relating 

to the foregoing. 

93. In order to avoid being deemed a Releasing Creditor and granting the 

releases set forth in Article VIII of the Plan, a creditor casting a ballot for acceptance or 

rejection of the Plan was required to indicate its intent to opt out of the releases by 

checking the “OPT OUT” box on its Ballot, which also operated to exclude such creditors 

from the Debtors’ Release. Parties that did not vote were permitted to opt out of these 

releases by submission of an Opt Out Form in advance of the deadline for voting on the 

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Plan. Creditors and other parties in interest who failed to take such action are deemed to 

have consented to the third-party release provision contained in Article VIII.D of the Plan. 

94. Notwithstanding anything to the contrary in the foregoing or otherwise in 

the Plan, Plan Supplement or Confirmation Order, in no event shall any of the Syndicated 

Bank Loan Lenders or the Syndicated Bank Loan Agent (regardless of whether they have 

opted out of the releases or otherwise) be deemed to have released or discharged any 

claims, rights, defenses or Causes of Action they may have against Grupo Cinemex, 

Operadora De Cinemas, S.A. DE C.V. or any other non-Debtor Entity arising under or 

related to the Syndicated Bank Loan Credit Agreement and related documentation. 

95. Notwithstanding anything to the contrary in the foregoing or otherwise in 

the Plan, Plan Supplement or Confirmation Order, in no event shall any Holder of a GUC 

Claim (regardless of whether they have opted out of the releases or otherwise) be deemed 

to have released or discharged any claims, rights, defenses or Causes of Action they may 

have against Grupo Cinemex, Operadora De Cinemas, S.A. DE C.V. or any other nonDebtor Entity arising under or related to any claim, right or defense, that such Holder of a 

GUC Claim may hold against such non-Debtor arising from or relating to any contractual 

obligations of such non-Debtor to a Holder of a GUC Claim including, without limitation, 

on account of a guaranty, surety, or payment assurances agreed to by such non-Debtor 

relating to any Executory Contracts or Unexpired Leases, whether or not rejected prior to 

the Confirmation Date. 

96. Entry of this Confirmation Order constitutes the Bankruptcy Court’s 

approval, pursuant to Bankruptcy Rule 9019, of the releases described in the Plan, which 

includes by reference each of the related provisions and definitions contained therein, and, 

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41 

further, constitutes the Bankruptcy Court’s finding that each release described therein is: 

(1) consensual; (2) essential to the Confirmation of the Plan; (3) given in exchange for the 

good and valuable consideration provided by the Released Parties; (4) a good faith 

settlement and compromise as set forth in the Plan; (5) in the best interests of the Debtors 

and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice 

and opportunity for hearing; and (7) a bar to any of the Releasing Parties asserting any 

claim or Cause of Action released pursuant to the releases described herein and in the 

Plan. 

3. Exculpation.

97. Except as otherwise specifically provided in the Plan, no Exculpated Party 

shall have or incur liability for, and each Exculpated Party is hereby released and 

exculpated from, any Cause of Action for any claim related to any act or omission in 

connection with, relating to, or arising out of, the Chapter 11 Cases, the formulation, 

preparation, dissemination, negotiation, or Filing of the Disclosure Statement, the Plan, or 

any Restructuring Transaction, contract, instrument, release, or other agreement or 

document (including the reliance by any Exculpated Party on the Plan or the Confirmation 

Order) created or entered into in connection with the Disclosure Statement, the Plan, the 

Sale transaction, the Filing of the Chapter 11 Cases, the negotiation, terms, or execution 

of any settlement agreements effectuated pursuant to Federal Rule of Bankruptcy 

Procedure 9019 in the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of 

Consummation, the administration and implementation of the Plan, including the issuance 

of Securities pursuant to the Plan (if any), or the distribution of property under the Plan, or 

any other related agreement in connection with the Plan, except for claims related to any 

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42 

act or omission that is determined in a final order to have constituted actual fraud, willful 

misconduct, or gross negligence. The Exculpated Parties have, and upon completion of 

the Plan shall be deemed to have, participated in good faith and in compliance with the 

applicable laws with regard to the solicitation of, and distribution of, consideration 

pursuant to the Plan and, therefore, are not, and on account of such distributions shall not 

be, liable at any time for the violation of any applicable law, rule, or regulation governing 

the solicitation of acceptances or rejections of the Plan or such distributions made 

pursuant to the Plan. For the avoidance of doubt, nothing in Section VIII.E of the Plan 

shall be deemed to have released or exculpated either Grupo Cinemex, Operadora De 

Cinemas, S.A. DE C.V. or any other non-Debtor Entity from their obligations to satisfy 

any (i) Syndicated Bank Loan Claims arising under or related to the Syndicated Bank 

Loan Credit Agreement and related documentation; or (ii) claim, including, without 

limitation, any contractual obligations, held by a Holder of a Claim, for compliance with 

the terms of, and satisfaction of, guarantees or payment assurances, given in connection 

with, arising under or relating to any Executory Contracts and Unexpired Leases, whether 

or not rejected prior to the Confirmation Date. 

4. Injunction. 

98. Except as otherwise expressly provided in the Plan or for obligations issued 

or required to be paid pursuant to the Plan or the Confirmation Order, all Entities that 

have Held, Hold, or may Hold Claims or Interests that have been released pursuant to 

Article VIII.C or Article VIII.D of the Plan, shall be discharged pursuant to Article 

VIII.A of the Plan, or are subject to exculpation pursuant to Article VIII.E of the Plan, are 

permanently enjoined, from and after the Effective Date, from taking any of the following 

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43 

actions against, as applicable, the Debtors, the Reorganized Debtors, the GUC Claims 

Trust, the GUC Claims Trust Assets, the GUC Claims Trustee, or the Released Parties: 

(1) commencing or continuing in any manner any action or other proceeding of any kind 

on account of or in connection with or with respect to any such Claims or Interests; (2) 

enforcing, attaching, collecting, or recovering by any manner or means any judgment, 

award, decree, or order against such Entities on account of or in connection with or with 

respect to any such Claims or Interests; (3) creating, perfecting, or enforcing any Lien or 

encumbrance of any kind against such Entities or the property or the estates of such 

Entities on account of or in connection with or with respect to any such claims or 

interests; (4) asserting any right of setoff, subrogation, or recoupment of any kind against 

any obligation due from such Entities or against the property of such Entities on account 

of or in connection with or with respect to any such claims or interests unless such Entity 

has timely asserted such setoff right in a document Filed with the Bankruptcy Court 

explicitly preserving such setoff, and notwithstanding an indication of a claim or interest 

or otherwise that such Entity asserts, has, or intends to preserve any right of setoff 

pursuant to applicable law or otherwise; (5) asserting any claim relating to or arising from 

the Sale Transaction; and (6) commencing or continuing in any manner any action or 

other proceeding of any kind on account of or in connection with or with respect to any 

such claims or interests released or settled pursuant to the Plan. 

6. Channeling Injunction.

99. Except as otherwise specifically provided in the Plan, the Enjoined Parties 

shall be permanently restrained, and enjoined, with regard to the Claims set forth in 

Article VIII.G (1)-(6) of the Plan (collectively, the “Enjoined Claims”) from ever: 

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1. commencing, asserting, continuing, filing, conducting, or bringing, directly, 

indirectly, or derivatively, any Claim, demand, suit, action, or other proceeding of any 

kind (including, without limitation, any proceeding in a judicial, arbitral, 

administrative, or other forum), against any of the Released Parties, or their respective 

property, including the proceeds of such property, with regard to all matters arising out 

of or related to any involvement of any of the Released Parties whatsoever in 

transactions, acts, or events in any manner related to the Debtors and their 

predecessors, affiliates, successors, principals, directors, officers, and related entities; 

2. asserting, continuing, filing, conducting, or bringing, directly, indirectly, or 

derivatively, any Claim, demand, suit, action, or other proceeding of any kind 

(including, without limitation, any proceeding in a judicial, arbitral, administrative, or 

other forum), against any of the Released Parties, or their respective property, 

including the proceeds of such property that would result in the avoidance of allegedly 

fraudulent (actual or constructive) or preferential transfers from the Debtors to any of 

the Released Parties, regardless of whether such Released Party is the initial or 

subsequent transferee, and/or recovery of such allegedly fraudulent (actual or 

constructive) or preferential transfers from such Released Party; 

3. enforcing, levying, employing legal process (including proceedings 

supplementary), whether prejudgment or post-judgment, attaching, garnishing, 

sequestering, collecting, or otherwise recovering by any means or in any manner, any 

Claims against the Released Parties, or their respective property, including the 

proceeds of such property, with regard to all matters arising out of or related to any 

involvement of any of the Released Parties whatsoever in transactions, acts, or events 

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in any manner related to the Debtors, and their predecessors, affiliates, successors, 

principals, directors, officers, and related entities; 

4. pursuing, aiding, or abetting any action brought by any person or entity seeking 

recovery, contribution and/or indemnity from any of the Released Parties, or their 

respective property, including the proceeds of such property, with regard to all matters 

arising out of or related to any involvement of any of the Released Parties whatsoever 

in transactions, acts, or events in any manner related to the Debtors and their 

predecessors, affiliates, successors, principals, directors, officers, and related entities; 

5. enforcing any terms set forth in any settlement agreement by and among any of 

the Released Parties and any of the Enjoined Parties that would resolve, compromise, 

or settle Claims that would otherwise be enjoined by the channeling injunction set 

forth in this section; and 

6. pursuing any of the Enjoined Claims recited herein as they relate to any Claims 

against retained professionals including accountants and legal counsel as well as their 

agents and assigns of any of the Released Parties or against the GUC Claims Trust, the 

GUC Claims Trust Assets, the GUC Claims Trustee, or any of its agents or 

professionals. 

The injunction described in this paragraph shall be referred to as the “Channeling 

Injunction.” 

100. Notwithstanding anything herein to the contrary, or in the Plan or the Plan 

Supplement, in no event shall anything in the Plan, the Plan Supplement or Confirmation 

Order, including, without limitation, the “Channeling Injunction,” restrain or enjoin any of 

(i) the Syndicated Bank Loan Lenders or the Syndicated Bank Loan Agent from 

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46 

commencing, asserting, continuing, filing, conducting, or bringing any claims, rights, 

defenses or Causes of Action they may have against Grupo Cinemex, Operadora De 

Cinemas, S.A. DE C.V. or any other non-Debtor Entity arising from or related to the 

Syndicated Bank Loan Credit Agreement and related documentation or otherwise taking 

any enforcement action under the Syndicated Bank Loan Credit Agreement or related 

documentation against such Entities; or (ii) the Holders of Claims from commencing, 

asserting, continuing, filing, conducting, or bringing any claims, rights, causes or action, 

or defenses they may have against Grupo Cinemex, Operadora De Cinemas, S.A. DE C.V. 

or any other non-Debtor Entity arising under or related to any contractual obligation, 

including without limitation any guaranty, surety or payment assurances agreed to by such 

non-Debtors relating to Executory Contracts or Unexpired Leases, whether or not rejected 

prior to the Confirmation Date. The Bankruptcy Court shall expressly retain jurisdiction 

in enforcing, implementing and interpreting the scope of the Channeling Injunction. 

101. Notwithstanding anything to the contrary in the foregoing or the Plan, the 

Releasing Parties shall only include those parties to whom the Debtors provided (or 

attempted to provide) notice of the Third Party Release and opportunity to opt out of the 

Third Party Release. The Court shall retain exclusive jurisdiction for determining 

whether any Releasing Party received constitutionally sufficient notice of the Third Party 

Release and opportunity to opt out of the Third Party Release.

102. The Court shall retain exclusive jurisdiction for determining whether any 

claim or Cause of Action relating to an act or omission that is alleged to have constituted 

gross negligence, willful misconduct, or actual fraud may proceed notwithstanding Article 

VIII of the Plan. Notwithstanding the carve-out from the exculpation provision for gross 

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47 

negligence, willful misconduct, or actual fraud, no person may assert any lawsuit or 

Cause of Action (including a lawsuit or Cause of Action for gross negligence, willful 

misconduct, or actual fraud) against any party that is released under this Order without 

obtaining prior authorization from the Court to assert such a claim, which authorization 

shall be sought by a motion, subject to notice and hearing. At any such hearing, the 

movant must prove by a preponderance of the evidence that such claim is a bona fide 

claim and conforms with the exceptions to the release provisions in this Order.

E. Preservation of Causes of Action.

103. In accordance with section 1123(b) of the Bankruptcy Code, the 

Reorganized Debtors shall retain and may enforce all rights to commence and pursue any 

and all Causes of Action belonging to the Debtors, whether arising before or after the 

Petition Date, including, without limitation, any actions specifically enumerated in the 

Schedule of Retained Causes of Action, and the Reorganized Debtors’ rights to 

commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding 

the occurrence of the Effective Date, other than Causes of Action released by the Debtors 

pursuant to the releases and exculpations set forth in Article VIII of the Plan or under this 

Order or the Plan, including the Avoidance Action Waiver in favor of Holders of GUC 

Claims and Holders of Syndicated Bank Loan Claims, which shall be deemed released 

and waived by the Debtors and the Reorganized Debtors as of the Effective Date.

104. The Reorganized Debtors may pursue such Causes of Action, as 

appropriate, in accordance with the best interests of the Reorganized Debtors. No Entity 

may rely on the absence of a specific reference in the Plan, the Plan Supplement, the 

Disclosure Statement, or the Schedule of Retained Causes of Action to any Cause of 

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Action against it as any indication that the Debtors or the Reorganized Debtors will not 

pursue any and all available Causes of Action of the Debtors against it. The Debtors and 

the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of 

Action against any Entity, except as otherwise provided in the Plan, including Article VIII 

of the Plan, or this Order. Unless any Cause of Action of the Debtors against an Entity is 

expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan 

or pursuant to a Final Order, the Debtors and the Reorganized Debtors expressly reserve 

all such Causes of Action for later adjudication, and, therefore, no preclusion doctrine, 

including the doctrines of res judicata, collateral estoppel, issue preclusion, claim 

preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such 

Causes of Action upon, after, or as a consequence of Confirmation or Consummation.

105. The Reorganized Debtors, as applicable, shall retain such Causes of Action 

of the Debtors notwithstanding the rejection or repudiation of any Executory Contract or 

Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with 

section 1123(b)(3) of the Bankruptcy Code, any Cause of Action that a Debtor may hold 

against any Entity shall vest in the applicable Reorganized Debtor, except as otherwise 

provided in the Plan, including Article VIII of the Plan and the Avoidance Action Waiver. 

The Reorganized Debtors shall retain, and through their authorized agents or 

representatives shall have the exclusive right, authority, and discretion to determine and to 

initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or 

litigate to judgment, any such Causes of Action (except as otherwise provided in the 

Plan), or to decline to do any of the foregoing, without the consent or approval of any 

third party or any further notice to or action, order, or approval of the Bankruptcy Court. 

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F. Post-Confirmation Notices, Professional Compensation, and Bar Dates.

106. In accordance with Bankruptcy Rules 2002 and 3020(c), no later than 

seven (7) Business Days after the Effective Date of the Plan, the Reorganized Debtors 

must cause notice of Confirmation and occurrence of such Effective Date (the “Notice of 

Effective Date”) to be served by United States mail, first-class postage prepaid, by hand, 

or by overnight courier service to all parties served with the Confirmation Hearing Notice; 

provided that no notice or service of any kind shall be required to be mailed or made upon 

any Entity to whom the Debtors mailed a Confirmation Hearing Notice but received such 

notice returned marked “undeliverable as addressed,” “moved, left no forwarding address,” 

“forwarding order expired,” or similar reason, unless the Debtors have been informed in 

writing by such Entity, or are otherwise aware, of that Entity’s new address. Mailing of 

the Notice of Effective Date in the time and manner set forth in this paragraph will be 

good, adequate, and sufficient notice under the particular circumstances and in accordance 

with the requirements of Bankruptcy Rules 2002 and 3020(c). No further notice is 

necessary.

107. The Notice of Effective Date will have the effect of an order of the Court, 

will constitute sufficient notice of the entry of this Confirmation Order to filing and 

recording officers, and will be a recordable instrument notwithstanding any contrary 

provision of applicable non- bankruptcy law.

108. All final requests for payment of Professional Fee Claims, including the 

Professional Fee Claims incurred during the period from the Petition Date through the 

Confirmation Date will be subject to approval by the Court after notice to other parties on 

the regular service list and a hearing in accordance with the procedures established by the 

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Bankruptcy Code and prior orders of the Court in the Chapter 11 Cases, including the 

Interim Compensation Order, and once approved by the Court, promptly paid by the 

Debtors or from the Professional Fee Escrow Account, as the case may be, up to the full 

Allowed amount.

109. On the Effective Date, the Debtors or Reorganized Debtors shall establish 

and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee 

Reserve Amount. The Professional Fee Escrow Account shall be maintained in trust solely 

for the Professionals. Such funds shall not be considered property of the Estates of the 

Debtors or the Reorganized Debtors, as applicable. The amount of Professional Fee Claims 

owing to the Professionals shall be paid in Cash to such Professionals by the Debtors or by 

the Reorganized Debtors from the Professional Fee Escrow Account as soon as reasonably 

practicable after such Professional Fee Claims are Allowed by a Final Order. When all 

such Allowed amounts owing to Professionals have been paid in full, any remaining 

amount in the Professional Fee Escrow Account shall promptly be paid to the Reorganized 

Debtors without any further action or order of the Bankruptcy Court. If the Professional 

Fee Escrow Account is insufficient to fund the full Allowed amounts of Professional Fee 

Claims, all remaining unpaid Allowed Professional Fee Claims will be paid by the Debtors 

or the Reorganized Debtors, as applicable. 

110. Professionals shall estimate their unpaid Professional Fee Claims and other 

unpaid fees and expenses incurred in rendering services to the Debtors before and as of 

the Confirmation Date and shall deliver such estimate to the Debtors no later than the 

Confirmation Date; provided that such estimate shall not be deemed to limit the amount of 

the fees and expenses that are the subject of the Professional’s final request for payment 

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of Filed Professional Fee Claims. If a Professional does not provide an estimate, the 

Debtors may estimate the unpaid and unbilled fees and expenses of such Professional. 

The aggregate amount for all Professionals estimated pursuant to this section shall 

comprise the Professional Fee Reserve Amount. 

111. Except as otherwise specifically provided in the Plan, from and after the 

Confirmation Date, the Debtors shall, in the ordinary course of business and without any 

further notice to or action, order, or approval of the Court, pay in Cash the reasonable and 

documented legal, professional, or other fees and expenses incurred by the Debtors. Upon 

the Confirmation Date, any requirement that Professionals comply with sections 327 

through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for 

services rendered after such date shall terminate, and the Reorganized Debtors may 

employ and pay any Professional in the ordinary course of business without any further 

notice to or action, order, or approval of the Court.

112. Except as otherwise provided in the Plan, requests for payment of General 

Administrative Claims (other than Claims arising under section 503(b)(9) of the Bankruptcy 

Code, Professional Fee Claims, and those that accrued in the ordinary course of the 

Debtors’ business against any of the Debtors) must be Filed no later than the first Business 

Day that is thirty (30) days following the Effective Date. Holders of General 

Administrative Claims that are required to, but do not, File and serve a request for 

payment of such General Administrative Claims against the Debtors by the 

Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from 

asserting such General Administrative Claims against the Debtors, the Reorganized 

Debtors, or their respective property, and such General Administrative Claims will be 

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deemed forever discharged and released as of the Effective Date. Objections to such 

requests, if any, must be Filed and served no later than 60 days from the Administrative 

Claims Bar Date.

G. Notice of Subsequent Pleadings.

113. Except as otherwise provided in the Plan or in this Confirmation Order, 

notice of all subsequent pleadings in the Chapter 11 Cases after the Effective Date will be 

limited to the following parties: (a) the U.S. Trustee; (b) the Reorganized Debtors and their 

counsel; (c) the GUC Claims Trust and its counsel; and (d) any party known to be directly 

affected by the relief sought by such pleadings.

H. Retention of Jurisdiction.

114. Notwithstanding the entry of the Confirmation Order and the occurrence of 

the Effective Date, on and after the Effective Date, this Court shall retain exclusive 

jurisdiction over all matters arising out of, or related to, the Chapter 11 Cases and the 

Plan, the matters set forth in Article XI of the Plan, and other applicable provisions of the 

Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code to the extent provided 

under applicable law. The Court shall retain jurisdiction to enforce the terms of the TLCF 

Note, including with respect to entry of judgments related to any defaults thereunder. 

I. Reports.

115. The Reorganized Debtors shall timely pay the United States Trustee the 

appropriate sum required pursuant to 28 U.S.C. § 1930(a)(6) for pre-confirmation periods 

and simultaneously provide to the United States Trustee an appropriate report indicating 

the cash disbursements for the relevant period. The Reorganized Debtors shall further pay 

the United States Trustee the appropriate sum required pursuant to 28 U.S.C. § 1930(a)(6) 

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based upon all disbursements of the Reorganized Debtors for post-confirmation periods 

within the time period set forth in 28 U.S.C. § 1930(a)(6), until the earlier of the closing 

of this case either administratively, or by the issuance of a Final Decree by the Court, or 

upon the entry of an Order by this Court dismissing this case or converting this case to 

another chapter under the United States Bankruptcy Code, and the party responsible for 

paying the post-confirmation United States Trustee fees shall provide to the United States 

Trustee upon the payment of each post-confirmation payment an appropriate affidavit 

indicating all the cash disbursements for the relevant period. 

J. Effectiveness of All Actions.

116. Except as set forth in the Plan, all actions authorized to be taken pursuant 

to the Plan shall be effective on, before, or after the Effective Date of the Plan, and 

pursuant to this Confirmation Order, without further application to, or order of the Court, 

or further action by the Debtors and/or the Reorganized Debtors and their respective 

directors, officers, members, or stockholders, and with the effect that such actions had 

been taken by unanimous action of such officers, directors, managers, members, or 

stockholders.

K. Approval of Consents and Authorization to Take Acts Necessary to 

Implement the Plan.

117. This Confirmation Order shall constitute all authority, approvals, and 

consents required, if any, by the laws, rules, and regulations of any states, federal, and any 

other governmental authority with respect to the implementation or consummation of the 

Plan and any certifications, mortgages, documents, instruments, or agreements, and any 

amendments or modifications thereto, and any other acts and transactions referred to in or 

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contemplated by the Plan, the Plan Supplement, the Disclosure Statement, and any 

certifications, mortgages, documents, instruments, securities, or agreements, and any 

amendments or modifications thereto.

L. Plan Implementation Authorization.

118. The Debtors or the Reorganized Debtors, as the case may be, and their 

respective directors, officers, members, agents, and attorneys, financial advisors, and 

restructuring advisors are authorized and empowered from and after the date hereof to 

negotiate, execute, issue, deliver, implement, file, or record any contract, instrument, 

mortgage, release, assumption and assignment, or other agreement or document related to 

the Plan, as the same may be modified, amended, and supplemented, and to take any 

action necessary or appropriate to implement, effectuate, consummate, or further evidence 

the Plan in accordance with their terms, or take any or all corporate actions authorized to 

be taken pursuant to the Plan, whether or not specifically referred to in the Plan or any 

exhibit thereto, without further order of the Court. To the extent applicable, any or all 

such documents shall be accepted upon presentment by each of the respective state filing 

offices and recorded in accordance with applicable state law and shall become effective 

in accordance with their terms and the provisions of state law. No action of the Debtors’ 

boards of directors or the Reorganized Board will be required to authorize the Debtors or 

Reorganized Debtors, as applicable, to enter into, execute and deliver, adopt or amend, as 

the case may be, any such contract, instrument, mortgage, release, assumption and 

assignment, or other agreement or document related to the Plan, and following the 

Effective Date, each of the documents executed in connection with the Plan will be a legal, 

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valid, and binding obligation of the Debtors or Reorganized Debtors, as applicable, 

enforceable against the Debtors and the Reorganized Debtors in accordance with the 

respective terms thereof. Consistent with the Plan, the Debtors may also take additional 

steps on the Effective Date to consolidate and streamline their organization, including, 

among other things, the creation of new subsidiaries, or the merger, liquidation, or 

consolidation of one or more of the Debtors.

M. Restructuring Transactions.

119. On the Effective Date, the Debtors or the Reorganized Debtors, as 

applicable, in consultation with the Committee, will effectuate the Restructuring 

Transactions, and will take any actions as may be necessary or advisable to effect a 

corporate restructuring of their respective business. The actions to implement the 

Restructuring Transactions may include, as applicable, and without limitation: (1) the 

execution and delivery of appropriate agreements or other documents of merger, 

amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, 

continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent 

with the terms of the Plan and that satisfy the requirements of applicable law and any 

other terms to which the applicable Entities may agree, including, if applicable, the 

formation of any entity or entities that will constitute, in whole or in part, the Reorganized 

Debtors; (2) the execution and delivery of appropriate instruments of transfer, assignment, 

assumption, or delegation of any asset, property, right, liability, debt, or obligation on 

terms consistent with the terms of the Plan and having other terms for which the 

applicable parties agree, including the execution and delivery of the GUC Claims Trust 

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Agreement; (3) the filing of appropriate certificates or articles of incorporation, formation, 

reincorporation, merger, consolidation, conversion, amalgamation, arrangement, 

continuance, dissolution, or other organizational documents pursuant to applicable state 

law; (4) the execution and delivery of the New Organizational Documents; (5) the 

execution and delivery of Cap-Ex Escrow Agreements; (6) the issuance of the New 

Common Stock as set forth in the Plan; and (7) all other actions that the applicable 

Entities determine to be necessary or advisable, including making filings or recordings 

that may be required by law in connection with the Plan.

120. This Confirmation Order shall and shall be deemed to, pursuant to sections 

363 and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may 

be necessary or appropriate to effect any transaction described in, approved by, 

contemplated by, or necessary to effectuate the Plan, including the Restructuring 

Transactions.

N. Approval of Cap-Ex Escrow Agreements.

121. On the Effective Date, the Reorganized Debtors shall enter into the Cap-Ex 

Escrow Agreements, substantially in the form set forth in the Plan Supplement. The terms 

of the Cap-Ex Escrow Agreements are fair and reasonable, and the Cap-Ex Escrow 

Agreements were negotiated in good faith and at arm’s-length by the Debtors, the 

Purchaser and the Committee. This Confirmation Order constitutes approval of the CapEx Escrow Agreements (including the transactions contemplated thereby, and all actions 

to be taken, undertakings to be made, and obligations to be incurred and fees paid by the 

Debtors or the Reorganized Debtors in connection therewith), to the extent not approved 

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by the Court previously, and the Reorganized Debtors are hereby authorized to execute 

and deliver those documents necessary or appropriate in connection with the Cap-Ex 

Escrow Agreements, without further notice to or order of the Court, act or action under 

applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any 

person, subject to such modifications as the Reorganized Debtors may deem to be 

necessary to consummate entry into the Cap-Ex Escrow Agreements.

O. Binding Effect.

122. On the Effective Date, except as otherwise provided herein to the contrary, 

and effective as of the Effective Date, the Plan will bind, and will be deemed binding upon, 

all Holders of Claims against and Interests in the Debtors, and such Holder’s respective 

successors and assigns, to the maximum extent permissible by law, notwithstanding 

whether or not such Holder (a) will receive any property or interest in property under the 

Plan, or (b) has filed a Proof of Claim or Interest in the Chapter 11 Cases, or (c) failed to 

vote to accept or reject the Plan or affirmatively voted to reject the Plan. 

P. Continued Corporate Existence

123. Except as otherwise provided in the Plan or the Plan Supplement, each 

Debtor shall continue to exist after the Effective Date as a separate corporate Entity or 

limited liability company, as the case may be, with all the powers of a corporation or 

limited liability company, as the case may be, pursuant to the applicable law in the 

jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the 

respective certificate of incorporation and by-laws (or other formation documents) in effect 

before the Effective Date, except to the extent such certificate of incorporation and byCase 20-14695-LMI Doc 926 Filed 11/24/20 Page 60 of 150
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laws (or other formation documents) are amended under the Plan, the Plan Supplement, or 

otherwise, and to the extent such documents are amended, such documents are deemed to 

be amended pursuant to the Plan or Plan Supplement and require no further action or 

approval (other than any requisite filings required under applicable state or federal law).

Q. Vesting of Assets.

124. Except as otherwise provided in the Plan, including the transfer of the 

GUC Claims Trust Assets and the Convenience Claims Distribution to the GUC Claims 

Trust, on the Effective Date, all property in each Estate, all Causes of Action, and any 

property acquired by any of the Debtors pursuant to the Plan shall vest in each applicable 

Reorganized Debtor, free and clear of all Liens, Claims, charges, Interests, or other 

encumbrances other than those specifically granted pursuant to the Plan or the 

Confirmation Order. Except as otherwise provided in the Plan, on and after the Effective 

Date, each of the Reorganized Debtors may operate their business and may use, acquire, 

or dispose of property and compromise or settle any Claims, Interests, or Causes of 

Action without supervision or approval by the Bankruptcy Court and free of any 

restrictions of the Bankruptcy Code or Bankruptcy Rules.as otherwise provided in the 

Plan, on the Effective Date, all property in each Estate, all Causes of Action, and any 

property acquired by any of the Debtors pursuant to the Plan shall vest in each applicable 

Reorganized Debtor free and clear of all Liens, Claims, charges, Interests, or other 

encumbrances other than those specifically granted pursuant to the Plan or the 

Confirmation Order. Except as otherwise provided in the Plan, on and after the Effective 

Date, each of the Reorganized Debtors may operate their business and may use, acquire, 

or dispose of property and compromise or settle any Claims, Interests, or Causes of Action 

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without supervision or approval by the Bankruptcy Court and free of any restrictions of 

the Bankruptcy Code or Bankruptcy Rules. On the Effective Date, the GUC Claims Trust 

Assets and the Convenience Claims Distribution shall vest in the GUC Claims Trust, free 

and clear of any Liens, Claims, charges, Interests, or other encumbrances. 

R. Directors and Officers of Reorganized Debtors.

125. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors have, 

to the extent reasonably practicable and known, disclosed in advance of the Confirmation 

Hearing the identity and affiliations of any Person proposed to serve on the Reorganized 

Board. To the extent any such director or officer is an “insider” under the Bankruptcy 

Code, the nature of any compensation to be paid to such director or officer has also been 

disclosed to the extent reasonably practicable. Each such director and officer shall serve 

from and after the Effective Date of the Plan pursuant to the terms of the New 

Organizational Documents for the Reorganized Debtors, as applicable, and other 

constituent documents of the Reorganized Debtors.

S. Employee Obligations.

126. Except as otherwise provided in the Plan or the Plan Supplement, the 

Reorganized Debtors shall honor the Debtors’ written contracts, agreements, policies, 

programs, plans, and Insurance Policies for, among other things, compensation, 

reimbursement, indemnity, health care benefits, disability benefits, vacation and sick leave 

benefits, workers’ compensation claims, savings, severance benefits, including in the 

event of a change of control, retirement benefits, welfare benefits, relocation programs, 

certain grandfathered benefits, life insurance and accidental death and dismemberment 

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insurance, including written contracts, agreements, policies, programs and plans for 

bonuses and other incentives or compensation for the directors, officers and employees of 

any of the Debtors who served in such capacity at any time (including any compensation 

programs approved by the Court); provided that the consummation of the transactions 

contemplated herein shall not constitute a “change in control” with respect to any of the 

foregoing arrangements. To the extent that the above-listed written contracts, agreements, 

policies, programs, plans, and Insurance Policies are Executory Contracts, pursuant to 

sections 365 and 1123 of the Bankruptcy Code, each of them will be deemed assumed as 

of the Effective Date and assigned to the Reorganized Debtors.

T. Ownership and Control.

127. The consummation of the Plan shall not constitute a change in ownership or 

change in control, as such terms are used in any statute, regulation, contract, or agreement, 

including, but not limited to, any assumption, assumption and assignment, insurance 

agreement, mortgage, letter of credit, or hedging arrangement, in effect on the Effective 

Date and to which any Debtor is a party or under any applicable law of any unit of 

government.

U. Cooperation.

128. Upon the Effective Date, the Reorganized Debtors and the GUC Claims 

Trustee agree to reasonably cooperate with respect to resolution of Disputed Claims as set 

forth in the Plan and Plan Supplement. Such cooperation shall, as necessary, include, 

but is not limited to (i) providing access to documents; (ii) providing access to 

employees and, as applicable, former employees to be interviewed, and prepared as a 

deposition or trial witness; (iii) causing witnesses to appear at a deposition or trial; and (iv) 

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retaining all books, records and other documents relating to any applicable Disputed 

Claims; provided that in each case, the GUC Claims Trustee shall use commercially 

reasonable efforts to minimize disruption to the Reorganized Debtors and their 

employees; provided further that in each case, the GUC Claims Trustee shall direct all 

requests to, and shall not contact employees without the consent of, the general counsel of 

the Reorganized Debtor(s).

V. Release of Liens.

129. Except as otherwise specifically provided in the Plan or in any contract, 

instrument, release, or other agreement or document created pursuant to the Plan and 

concurrently with the applicable distributions made pursuant to the Plan and, in the case of 

a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed 

as of the Effective Date of the Plan, except with regard to Other Secured Claims that the 

Debtors elect to Reinstate in accordance with Article III.B.2(b) of the Plan, all mortgages, 

deeds of trust, Liens, pledges, or other security interests against any property of the 

Estates shall be fully released and discharged, and all of the right, title, and interest of any 

Holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall 

revert to the Reorganized Debtors and their successors and assigns, in each case, without 

any further approval or order of the Court and without any action or Filing being required 

to be made by the Debtors or the Reorganized Debtors, as applicable.

W. Disputed and Contingent Claims Reserves.

130. If an objection to a Claim or portion thereof is filed as set forth in Article 

VII.D of the Plan, no payment or distribution provided under the Plan shall be made on 

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account of such Disputed Claim or a portion thereof unless and until such Disputed Claim 

becomes an Allowed Claim.

131. On or after the Effective Date, the Debtors or the Reorganized Debtors, as 

applicable, shall establish one or more reserves for Claims that are contingent or have not 

yet been Allowed, in an amount or amounts as reasonably determined by the applicable 

Debtors or Reorganized Debtors, consistent with the Proof of Claim Filed by the 

applicable Holder of such Disputed Claim.

132. Any assets held in any such reserve shall be subject to the tax rules that 

apply to “disputed ownership funds” under 26 C.F.R. 1.468B–9. As such, such assets will 

be subject to entity-level taxation, and the Debtors and Reorganized Debtors shall be 

required to comply with the relevant rules.

X. Claims Reconciliation Process.

133. After the Effective Date, (a) the Reorganized Debtors shall have the sole 

authority to File, withdraw, or litigate to judgment, objections to all Claims other than 

GUC Claims and the GUC Claims Trust shall have the sole authority to File, withdraw, or 

litigate to judgment, objections to all GUC Claims; and (b) the applicable Reorganized 

Debtor(s) and/or the GUC Claims Trust shall have the authority to settle or compromise 

any Disputed Claim without any further notice to or action, order, or approval by the 

Bankruptcy Court; and (c) the applicable Reorganized Debtor(s) and/or the GUC Claims 

Trust shall have the authority to administer and adjust the Claims Register to reflect any 

such settlements or compromises without any further notice to or action, order, or 

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approval by the Bankruptcy Court. No claims shall be expunged or disallowed without 

notice to each affected creditor and an opportunity to be heard. 

Y. Injunctions and Automatic Stay.

134. Unless otherwise provided in the Plan or this Confirmation Order, all 

injunctions or stays in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of 

the Bankruptcy Code or any order of the Court, and extant on the Confirmation Date 

(excluding any injunctions or stays contained in the Plan or this Confirmation Order) shall 

remain in full force and effect until the Effective Date. All injunctions or stays contained 

in the Plan or this Confirmation Order shall remain in full force and effect in accordance 

with their terms.

Z. Cancellation of Existing Securities and Agreements.

135. Except as otherwise provided in the Plan, on and after the Effective Date, all 

notes, instruments, certificates, agreements, indentures, mortgages, security documents, 

and other documents evidencing Claims or Interests, other than the Intercompany 

Interests, shall be deemed canceled, surrendered, and discharged without any need for 

further action or approval of the Court or any Holder or other person and the obligations of 

the Debtors or Reorganized Debtors, as applicable, thereunder or in any way related thereto 

shall be deemed satisfied in full and discharged, provided, that nothing in the Plan, the 

Plan Supplement, or this Confirmation Order, and neither Confirmation nor 

Consummation of the Plan, shall effectuate any release, cancelation, surrender or 

discharge of the Syndicated Bank Loan Credit Agreement or any related documents as 

they pertain to Grupo Cinemex, Operadora De Cinemas, S.A. DE C.V., or any other 

Entity that is not a Debtor or otherwise affect the joint and several or other obligations of 

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such Entities under the Syndicated Bank Loan Credit Agreement or any related 

documents. 

AA. Securities Law Exemption.

136. The shares of New Common Stock are or may be “securities,” as defined 

in Section 2(a)(1) of the Securities Act, section 101 of the Bankruptcy Code, and 

applicable state securities laws.

137. All shares of the New Common Stock issued pursuant to the Plan will be 

issued in reliance upon section 1145 of the Bankruptcy Code and/or exemptions from the 

registration requirements of section 5 of the Securities Act pursuant to section 4(a)(2) of 

the Securities Act, or any other available exemption from registration under the Securities 

Act, as applicable (collectively, the “Securities Act Exemptions”). 

138. Pursuant to section 1145 of the Bankruptcy Code and the Securities Act 

Exemptions, the issuance of (a) the New Common Stock, and (b) any other securities 

issued in connection with the Plan, are exempt from, among other things, the registration 

requirements of Section 5 of the Securities Act and any other applicable U.S. state or local 

law requiring registration before the offering, issuance, distribution, or sale of such 

securities. Each of the foregoing securities (a) is not a “restricted security” as defined in 

Rule 144(a)(3) under the Securities Act, and (b) is freely tradable and transferable by any 

initial recipient thereof that (i) at the time of transfer, is not an “affiliate” of the 

Reorganized Debtors as defined in Rule 144(a)(1) under the Securities Act and has not been 

such an “affiliate” within 90 days of such transfer, and (ii) is not an entity that is an 

“underwriter” as defined in subsection (b) of section 1145 of the Bankruptcy Code.

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BB. Section 1146 Exemption.

139. Pursuant to, and to the fullest extent permitted by, section 1146 of the 

Bankruptcy Code, any transfers of property pursuant to, in contemplation of, or in 

connection with, the Plan, including: (1) the Restructuring Transactions; (2) the issuance 

of the New Common Stock, including with regard to the Management Incentive Plan; (3) 

the transfer, if any, of the Debtors’ assets to the Reorganized Debtors; (4) the assignment 

or surrender of any lease or sublease; and (5) the delivery of any deed or other instrument 

or transfer order, in furtherance of, or in connection with the Plan, including any deeds, 

bills of sale, or assignments executed in connection with any disposition or transfer of 

assets contemplated under the Plan, shall not be subject to any document recording tax, 

stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate 

transfer, mortgage recording tax, or other similar tax, and upon entry of the Confirmation 

Order, the appropriate state or local governmental officials or agents shall forgo the 

collection of any such tax or governmental assessment and accept for filing and 

recordation any of the foregoing instruments or other documents pursuant to such transfers 

or property without the payment of any such tax, recordation fee, or governmental 

assessment.

CC. Payment of Certain Fees.

140. Without any further notice to or action, order, or approval of the Bankruptcy 

Court, the Debtors, or the Reorganized Debtors, as applicable, shall pay on the Effective 

Date any reasonable and documented unpaid fees and expenses owed by the Debtors in 

connection with these Chapter 11 Cases incurred on or before the Effective Date by all of 

the attorneys, accountants, and other professionals, advisors, and consultants, including 

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without limitation such fees and expenses, if any, payable under the DIP Orders (which 

fees and expenses shall be paid pursuant to the terms of the DIP Orders).

DD. Nonseverability of Plan Provisions upon Confirmation.

141. Each term and provision of the Plan as it heretofore may have been altered 

or interpreted by the Court in accordance with the Plan and as modified by this 

Confirmation Order is: (1) valid and enforceable pursuant to its terms; (2) integral to the 

Plan and may not be deleted or modified without the Debtors’, the Reorganized Debtors’ 

consent; and (3) nonseverable and mutually dependent.

EE. Waiver or Estoppel.

142. Each Holder of a Claim or Interest shall be deemed to have waived any 

right to assert any argument concerning such Claim or Interest, including the right to 

argue that its Claim or Interest should be Allowed in a certain amount, in a certain 

priority, Secured or not subordinated, by virtue of an agreement made with the Debtors or 

their counsel or any other Entity, if such agreement was not disclosed in the Plan, the 

Disclosure Statement, or papers Filed before the Confirmation Date. For the avoidance of 

doubt, nothing in this section shall bar a creditor from enforcing any of its rights or 

remedies contained in any written agreement with the Debtors or the Reorganized Debtors 

that is entered into after the Confirmation Date. 

FF. Authorization to Consummate.

143. The Debtors and the Reorganized Debtors, as applicable, are authorized to 

consummate the Plan, including the Restructuring Transactions, the Settlements, and any 

other contracts, instruments, releases, leases, indentures, and other agreements or 

documents created in connection with the Plan at any time after the entry of this 

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Confirmation Order, subject to satisfaction or waiver of the conditions precedent to 

Consummation set forth in Article IX of the Plan. The substantial consummation of the 

Plan, within the meaning of sections 1101(2) and 1127 of the Bankruptcy Code, is deemed 

to occur on the first date, on or after the Effective Date of the Plan, on which distributions 

are made in accordance with the terms of the Plan to Holders of any Allowed Claims 

against the Debtors.

GG. Assumption and Cure of Executory Contracts.

144. The provisions governing the treatment of Executory Contracts and 

Unexpired Leases set forth in Article V of the Plan (including the procedures regarding 

the resolution of any and all disputes concerning the assumption or rejection, as applicable, 

of such Executory Contracts and Unexpired Leases) shall be, and hereby are, approved in 

their entirety, as stated herein. 

145. For the avoidance of doubt, on the Effective Date, except as otherwise 

provided in the Plan or this Confirmation Order, any Executory Contract or Unexpired 

Lease of the Debtors will be deemed to be an Assumed Executory Contract or Unexpired 

Lease in accordance with the provisions and requirements of sections 365 and 1123 of the 

Bankruptcy Code, other than those Executory Contracts or Unexpired Leases that: (1) 

previously were assumed, assumed and assigned, or rejected by the Debtors; (2) are 

identified on the Rejected Executory Contract and Unexpired Lease List; (3) are the subject 

of a motion to reject Executory Contracts or Unexpired Leases that is pending on the 

Effective Date; or (4) are subject to a motion to reject an Executory Contract or Unexpired 

Lease pursuant to which the requested effective date of such rejection is after the 

Effective Date.

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146. This Confirmation Order constitutes approval of such assumptions, 

assumptions and assignments, or rejections of the Executory Contracts or Unexpired 

Leases as set forth in the Plan, the Rejected Executory Contract and Unexpired Lease List, 

or the Assumed Executory Contract and Unexpired Lease List pursuant to sections 365(a) 

and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or 

Unexpired Leases pending on the Effective Date shall be subject to approval by the Court 

on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired 

Lease assumed pursuant to Article V.A of the Plan or by any order of the Court, which has 

not been assigned to a third party before the Confirmation Date, shall revest in and be fully 

enforceable by the Reorganized Debtors in accordance with its terms, except as such terms 

are modified by the Plan or any order of the Court authorizing and providing for its 

assumption or rejection under applicable federal law. The following language from 

Article V.A of the Plan is hereby struck: “Notwithstanding anything to the contrary in the 

Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, 

amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List 

and the Assumed Executory Contract and Unexpired Lease List at any time through and 

including the Effective Date.”

147. Any objection by a contract or lease counterparty to a proposed assumption 

of an Executory Contract or Unexpired Lease or the related cure cost (including as set 

forth on the Assumed Executory Contract or Unexpired Lease List) must be Filed, served, 

and actually received by the Debtors in accordance with the Disclosure Statement Order 

or other applicable Final Order of the Bankruptcy Court. Any counterparty to an 

Executory Contract or Unexpired Lease that fails to object timely to the proposed 

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assumption or cure amount will be deemed to have consented to such or proposed cure 

amount. For the avoidance of doubt, to the extent an Executory Contract or Unexpired 

Lease proposed to be assumed is not listed as having a related cure cost, any counterparty 

to such Executory Contract or Unexpired Lease that fails to object timely to the proposed 

assumption will be deemed to have consented to such assumption and deemed to release 

any Claim or Cause of Action for any monetary defaults under such Executory Contract or 

Unexpired Lease.

148. Assumption of any Executory Contract or Unexpired Lease shall result in 

the full release and satisfaction of any Claims or defaults, whether monetary or 

nonmonetary, including defaults of provisions restricting the change in control or 

ownership interest composition or other bankruptcy-related defaults, arising under any 

Assumed Executory Contract or Unexpired Lease at any time before the effective date of 

assumption. Any Proofs of Claim Filed with respect to an Assumed Executory Contract or 

Unexpired Lease shall be deemed Disallowed, without further notice to or action, order, or 

approval of the Bankruptcy Court.

149. With respect to any cure amount, either the Debtors or the Reorganized 

Debtors shall pay all undisputed cure amount pending resolution of the cure or “adequate 

assurance of future performance” objection, and any disputed cure cost shall be reserved, 

in cash, at the highest amount asserted pending resolution. The Court will hold a hearing 

on the cure or “adequate assurance of future performance” objection at the next omnibus 

hearing after confirmation of the plan, so long it is at least 7 days from the date the notice 

of hearing is filed. Upon resolution of the disputed portion of the cure amount, either the 

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Debtors, Reorganized Debtors or the proposed assignee shall pay the amount due to the 

applicable counterparty within seven (7) calendar days. 

150. Notwithstanding anything to the contrary herein or in the Plan, with respect 

to Leases that are assumed, the Reorganized Debtors shall remain liable for: (1) amounts 

owed under the assumed and assigned unexpired lease of nonresidential real property that 

are unbilled or not yet due as of the effective date of the assignment, regardless of when 

such amounts accrued, such as common area maintenance, insurance, taxes, and similar 

charges; (2) any regular or periodic adjustment or reconciliation of charges under the 

assumed and assigned Unexpired Lease of nonresidential real property that are not due or 

have not been determined as of the date of the effective date of the assignment; (3) any 

percentage rent that may come due under the assumed and assigned Unexpired Lease of 

nonresidential real property; (4) indemnification obligations, if any, up to the date of the 

effective date of the assignment; and (5) any unpaid cure costs under the assumed and 

assigned unexpired lease of nonresidential real property, each calculated in accordance 

with the terms of any applicable amendment to such Unexpired Lease of nonresidential 

real property. 

HH. Provisions Regarding Certain Governmental Unit Liabilities.

151. Notwithstanding anything in this Plan or any Order Confirming the Plan to 

the contrary, nothing in the Plan or Order Confirming the Plan or related documents 

discharges, releases, precludes, or enjoins: (i) any liability to any governmental unit as 

defined in 11 U.S.C. § 101(27) (“Governmental Unit”) that is not a “claim” as 

defined in 11 U.S.C. § 101(5) (“Claim”); (ii) any Claim of a Governmental Unit first 

arising on or after the Confirmation Date; (iii) any liability to a Governmental Unit under 

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71 

police and regulatory statutes or regulations that any entity would be subject to as the 

owner or operator of property but only to the extent first arising after the Confirmation 

Date; or (iv) any liability to a Governmental Unit on the part of any Person other than the 

Debtors or Reorganized Debtors. Nor shall anything in this Plan or any Order Confirming 

the Plan enjoin or otherwise bar a Governmental Unit from asserting or enforcing, outside 

this Court, any liability described in the preceding sentence.

152. Further, nothing in this Confirmation Order or the Plan or related documents 

authorizes the transfer or assignment of any Texas governmental (a) license, (b) permit, 

(c) registration, (d) authorization or (e) approval, or the discontinuation of any obligation 

thereunder, without compliance with all applicable legal requirements and approvals under 

police or regulatory law, except as provided in 11 U.S.C. § 525. Nothing in the Plan or 

the Confirmation Order shall relieve any entity from any obligation to address or comply 

with any non-discriminatory information requests or inquiries from any Texas 

Governmental Unit. Nothing in this Plan or any Order Confirming the Plan shall affect 

any setoff or recoupment rights of any Texas Governmental Unit. Nothing in this Plan or 

any Order Confirming the Plan divests any tribunal of any jurisdiction it may have under 

police or regulatory law to interpret this Plan or any Order Confirming the Plan or to 

adjudicate any defense asserted under this Plan or any Order Confirming the Plan.

II. Dissolution of the Committee.

153. On the Effective Date, the Committee shall dissolve and all members, 

employees, or agents thereof shall be released and discharged from all rights and duties 

arising from or related to the Chapter 11 Cases; provided that such official committee shall 

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72 

be deemed to remain in existence solely with respect to, and shall not be heard on any 

issue except, applications filed by the Professionals pursuant to sections 330 and 331 of 

the Bankruptcy Code. From and after the Effective Date, none of, as applicable, the 

Debtors or the Reorganized Debtors shall be responsible for paying any fees or expenses 

incurred after the Effective Date by the members of or advisors to the Committee, except 

in connection with the preparation and prosecution of final fee applications, and neither 

the Debtors or the Reorganized Debtors shall be responsible for paying any fees or 

expenses incurred by the GUC Claims Trustee or the Board Observer appointed by the 

Committee. 

JJ. Effect of Non-Occurrence of Conditions to the Effective Date.

154. Notwithstanding the entry of this Confirmation Order, if the Effective Date 

of the Plan does not occur with regard to any of the Debtors, the Plan shall be null and void 

in all respects with respect to such Debtor, and nothing contained in the Plan or the 

Disclosure Statement shall: (a) constitute a waiver or release of any Claims by or Claims 

against or Interests in such Debtors; (b) prejudice in any manner the rights of the Debtors, 

any Holders of a Claim or Interest, or any other Entity; or (c) constitute an admission, 

acknowledgment, offer, or undertaking by the Debtors, any Holders, or any other Entity in 

any respect.

KK. Waiver of 14-Day Stay.

155. Notwithstanding Bankruptcy Rule 3020(e), and to the extent applicable, 

Bankruptcy Rules 6004(h), 7062, and 9014, this Confirmation Order is effective and 

enforceable immediately upon its entry and not subject to any stay.).

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73 

LL. Post-Confirmation Modification of the Plan.

156. Subject to certain restrictions and requirements set forth in section 1127 of 

the Bankruptcy Code and Bankruptcy Rule 3019, and those restrictions on modifications 

set forth in the Plan, the Debtors are hereby authorized to alter, amend, or modify 

materially the Plan, one or more times, after Confirmation, and, to the extent necessary, 

may initiate proceedings in the Court to so alter, amend, or modify the Plan, or remedy 

any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure 

Statement, or this Confirmation Order, in such matters as may be necessary to carry out 

the purposes and intent of the Plan.

MM. Final Order.

157. This Confirmation Order is a final order and the period in which an appeal 

must be filed will commence upon entry of this Confirmation Order.

NN. Provisions Regarding Individual Creditor Confirmation Issues.

158. In resolution of confirmation issues raised by Federal Realty Investment 

Trust, Gulfstream Park Racing Association, Inc., PGIM Real Estate and Starwood Retail 

Partners LLC (collectively, the “Specified Landlords”), the Debtors have agreed, and the 

court hereby orders, that notwithstanding anything in the Plan or this Confirmation Order 

to the contrary with respect to any Unexpired Lease between any of the Debtors and the 

Specified Landlords, nothing in the Plan or in the Confirmation Order shall modify the 

Debtors’ or any assignee’s obligation, as applicable and unless otherwise agreed, to pay: 

(1) amounts owed under any unexpired lease of non-residential real property that are 

unbilled or not yet due as of the Confirmation Date, whether accruing prior to or after the 

effective date of assumption of such unexpired lease or prior to the date of rejection, such 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 76 of 150
74 

as for common area maintenance, insurance, taxes, and similar charges; and any regular or 

periodic ordinary course year-end adjustments and reconciliations of such charges 

provided for under the terms of the unexpired lease, whether accruing prior to or after the 

effective date of assumption of such unexpired lease or prior to the date of rejection, as 

such charges become due in the ordinary course in accordance with the terms of the 

unexpired lease; (2) any percentage rent that may come due under the assumed or rejected 

unexpired lease of non-residential real property; (3) any other obligations, including 

indemnification obligations (if any) that arise from third-party claims asserted with 

respect to or arising from the Debtors’ use and occupancy of the premises prior to the 

Effective Date for which the Debtors had a duty to indemnify such Landlord pursuant to 

any unexpired lease, or the Debtors’ or any assignee’s obligation to pay any postpetition 

expenses under such unexpired leases as they come due under the unexpired leases; and 

(4) any unpaid cure amounts or post-assumption obligations under any such assumed 

Unexpired Lease. 

159. In further resolution of confirmation issues raised by the Specified 

Landlords, the Debtors have agreed, and the Court hereby orders, that notwithstanding 

anything in the Plan or this Confirmation Order to the contrary, nothing in the Plan or the 

Confirmation Order shall modify the rights, if any, of any of the Specified Landlords or 

Additional Specified Landlords in their capacity as a counterparty to an unexpired lease of 

non-residential real property to assert any right of setoff or recoupment that they may 

have under applicable bankruptcy or non-bankruptcy law, including, but not limited to, (i) 

the ability, if any, of such parties to setoff or recoup a security deposit held pursuant to the 

terms of their unexpired lease(s) with the Debtors, or any successors to the Debtors, under 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 77 of 150
75 

the Plan; (ii) assertion of rights of setoff or recoupment, if any, in connection with Claims 

reconciliation; or (iii) assertion of setoff or recoupment as a defense, if any, to any claim 

or action by the Debtors or any successors of the Debtors. 

160. In resolution of the confirmation issues raised by Brookfield Properties 

Retail, Inc., National Retail Properties, LP, USEF HCG Fenton, LLC, and Shopcore 

Properties, Ltd. (the “Additional Specified Landlords”), the Debtors have agreed, and the 

Court hereby orders, that notwithstanding anything in the Plan or this Confirmation Order 

to the contrary, nothing shall modify the rights, if any, of any holder of Claims or any 

current or former party to an Executory Contract or Unexpired Lease, to assert any right 

of setoff or recoupment that such party may have under applicable bankruptcy or nonbankruptcy law, including, but not limited to, (i) the ability, if any, of such parties to 

setoff or recoup a security deposit held pursuant to the terms of their unexpired lease(s) 

with the Debtors, or any successors to the Debtors, under the Plan; (ii) assertion of rights 

of setoff or recoupment, if any, in connection with Claims reconciliation; or (iii) assertion 

of setoff or recoupment as a defense, if any, to any claim or action by the Debtors or any 

successors of the Debtors. 

161. The Limited Objection to Confirmation of Plan and Reservation of Rights 

of Paramount Pictures Corporation (ECF No. 879) was resolved in accordance with the 

Stipulation Modifying Automatic Stay and Authorizing Agreed Setoff and Payment 

Under Critical Vendor Order entered into between Paramount Pictures Corporation and 

the Debtors (ECF No. 920), the terms of which are incorporated herein by reference. 

162. In resolution of the confirmation issues raised by 400 East 62nd Street 

Properties, LLC, the Debtors shall escrow the sum of $373,500.00 for the administrative 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 78 of 150
76 

expense claim asserted by 400 East 62nd Street Properties, LLC pending resolution of the 

Motion of 400 East 62nd Street Properties, LLC for Allowance of Administrative Expense 

Claim (ECF No. 614) or as otherwise agreed by the parties. 

163. In resolution of the confirmation issues raised by Oracle America, Inc., 

notwithstanding anything to the contrary in this Order, (a) no agreement between the 

Debtor and Oracle America, Inc., successor in interest to MICROS Systems, Inc. 

(“Oracle”) will be assumed without: (i) Oracle’s prior written consent, (ii) cure of any 

default under such agreement, and (iii) the provision to Oracle of satisfactory adequate 

assurance of future performance; and (b) Oracle shall not be deemed a “Releasing Party” 

under Article VIII(D) of the Plan. 

164. In resolution of confirmation issues raised by Southgate Mall Owner LLC 

(together with its successors and assigns, the “Westfield Sarasota Landlord”), the Debtors 

have agreed, and the Court hereby orders that with respect to Debtor’s furniture, fixtures 

and equipment and other personal property currently or in the future located in or used in 

connection with Debtor’s leased premises located at Westfield Siesta Key, located in 

Sarasota, Florida (other than items expressly excluded under the lease amendment 

referenced below and the security agreement executed and delivered by Debtor in 

connection therewith) (the “Westfield Sarasota Premises FFE & Personalty”) demised 

pursuant to the applicable lease for such premises (the “Westfield Sarasota Lease”) with 

the Westfield Sarasota Landlord, as more fully described in the lease amendment between 

the Westfield Sarasota Landlord and the Debtor, and in consideration of such lease 

amendment including the abatement of certain past and accruing rents thereunder, 

pursuant to 11 USC §§ 363(b) and 363(f), the Westfield Sarasota Premises FFE & 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 79 of 150
77 

Personalty, which is presently unencumbered with any liens or other encumbrances, shall 

be sold and transferred to the Westfield Sarasota Landlord as of the expiration or earlier 

termination of the Westfield Sarasota Lease. Debtor’s interest in the Westfield Sarasota 

Premises FFE & Personalty shall be temporal only and Tenant’s ownership of the 

Westfield Sarasota Premises FFE & Personalty shall automatically terminate and expire 

and the Westfield Sarasota Landlord shall become the owner of the Westfield Sarasota 

Premises FFE & Personalty free and clear of liens, claims, interests, and encumbrances 

immediately upon the expiration or sooner termination of the Westfield Sarasota Lease 

without further order, execution of further agreements, or any other action. The Westfield 

Sarasota Landlord may file financing statements referencing this Confirmation Order and 

such notice shall be deemed sufficient notice to, and shall be binding on, all future 

creditors of the Tenant and its successors and assigns. 

165. In resolution of confirmation issues raised by Old Orchard Urban Limited 

Partnership (together with its successors and assigns, the “Westfield Skokie Landlord”), 

the Debtors have agreed, and the Court hereby orders that with respect to Debtor’s 

furniture, fixtures and equipment and other personal property currently or in the future 

located in or used in connection with Debtor’s leased premises located at Westfield Old 

Orchard, located in Skokie, Illinois (other than items expressly excluded under the lease 

amendment referenced below and the security agreement executed and delivered by 

Debtor in connection therewith) (the “Westfield Skokie Premises FFE & Personalty”) 

demised pursuant to the applicable lease for such premises (the “Westfield Skokie Lease”) 

with the Westfield Skokie Landlord, as more fully described in the lease amendment 

between the Westfield Skokie Landlord and the Debtor, and in consideration of such lease 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 80 of 150
78 

amendment including the abatement of certain past and accruing rents thereunder, 

pursuant to 11 USC §§ 363(b) and 363(f), the Westfield Skokie Premises FFE & 

Personalty, which is presently unencumbered with any liens or other encumbrances, shall 

be sold and transferred to the Westfield Skokie Landlord as of the expiration or earlier 

termination of the Westfield Skokie Lease. Debtor’s interest in the Westfield Skokie 

Premises FFE & Personalty shall be temporal only and Tenant’s ownership of the 

Westfield Skokie Premises FFE & Personalty shall automatically terminate and expire 

and the Westfield Skokie Landlord shall become the owner of the Westfield Skokie 

Premises FFE & Personalty free and clear of liens, claims, interests, and encumbrances 

immediately upon the expiration or sooner termination of the Westfield Skokie Lease 

without further order, execution of further agreements, or any other action. The Westfield 

Skokie Landlord may file financing statements referencing this Confirmation Order and 

such notice shall be deemed sufficient notice to, and shall be binding on, all future 

creditors of the Tenant and its successors and assigns. 

166. In resolution of confirmation issues raised by Countryside Mall, LLC 

(together with its successors and assigns, the “Westfield Clearwater Landlord”), the 

Debtors have agreed, and the Court hereby orders that with respect to Debtor’s furniture, 

fixtures and equipment and other personal property currently or in the future located in or 

used in connection with Debtor’s leased premises located at Westfield Countryside, 

located in Clearwater, Florida (other than items expressly excluded under the lease 

amendment referenced below and the security agreement executed and delivered by 

Debtor in connection therewith) (the “Westfield Clearwater Premises FFE & Personalty”) 

demised pursuant to the applicable lease for such premises (the “Westfield Clearwater 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 81 of 150
79 

Lease”) with the Westfield Clearwater Landlord, as more fully described in the lease 

amendment between the Westfield Clearwater Landlord and the Debtor, and in 

consideration of such lease amendment including the abatement of certain past and 

accruing rents thereunder, pursuant to 11 USC §§ 363(b) and 363(f), the Westfield 

Clearwater Premises FFE & Personalty, which is presently unencumbered with any liens 

or other encumbrances, shall be sold and transferred to the Westfield Clearwater Landlord 

as of the expiration or earlier termination of the Westfield Clearwater Lease. Debtor’s 

interest in the Westfield Clearwater Premises FFE & Personalty shall be temporal only 

and Tenant’s ownership of the Westfield Clearwater Premises FFE & Personalty shall 

automatically terminate and expire and the Westfield Clearwater Landlord shall become 

the owner of the Westfield Clearwater Premises FFE & Personalty free and clear of liens, 

claims, interests, and encumbrances immediately upon the expiration or sooner 

termination of the Westfield Clearwater Lease without further order, execution of further 

agreements, or any other action. The Westfield Clearwater Landlord may file financing 

statements referencing this Confirmation Order and such notice shall be deemed sufficient 

notice to, and shall be binding on, all future creditors of the Tenant and its successors and 

assigns. 

# # # 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 82 of 150
80 

Submitted by: 

BAST AMRON LLP 

Jeffrey P. Bast (FBN 996343) 

Brett M. Amron (FBN 148342) 

Jaime B. Leggett (FBN 1016485) 

One Southeast Third Avenue, Suite 1400 

Sun Trust International Center 

Miami, Florida 33131 

Telephone: 305-379-7904 

Facsimile: 305-379-7905 

Email: jbast@bastamron.com 

Email: bamron@bastamron.com 

Email: jleggett@bastamron.com 

-andQUINN EMANUEL URQUHART & SULLIVAN, LLP 

Juan P. Morillo (FBN 135933) 

1300 I Street, NW, Suite 900 

Washington, D.C. 20005 

Telephone: 202-538-8000 

Facsimile: 202-538-8100 

Email: juanmorillo@quinnemanuel.com 

-andPatricia B. Tomasco (admitted pro hac vice) 

711 Louisiana Street, Suite 500 

Houston, Texas 77002 

Telephone: 713-221-7000 

Facsimile: 713-221-7100 

Email: pattytomasco@quinnemanuel.com 

COUNSEL FOR CINEMEX USA REAL ESTATE HOLDINGS, INC., 

CINEMEX HOLDINGS USA, INC. AND CB THEATER EXPERIENCE LLC 

Attorney Patricia B. Tomasco, who shall serve a copy of this order on all 

interested parties and file a certificate of service reflecting same. 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 83 of 150
09923-00001/12439231.1 

Exhibit A 

Plan 

Case 20-14695-LMI Doc 926 Filed 11/24/20 Page 84 of 150
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov

In re:

CINEMEX USA REAL ESTATE Chapter 11

HOLDINGS, INC., CINEMEX

HOLDINGS USA, INC., and CB THEATER 

EXPERIENCE LLC,1 Case No. 20-14695-LMI

Debtors. (Jointly Administered)

 /

THIRD AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION 

OF CINEMEX USA REAL ESTATE HOLDINGS, INC., CINEMEX 

HOLDINGS USA, INC. AND CB THEATER EXPERIENCE LLC 

QUINN EMANUEL URQUHART & 

SULLIVAN LLP

Patricia B. Tomasco (admitted pro hac vice)

711 Louisiana Street, Suite 500

Houston, Texas 77002

Telephone: 713-221-7000

Facsimile: 713-221-7100

Email: pattytomasco@quinnemanuel.com

and

Juan P. Morillo (FBN 135933)

1300 I Street, NW, Suite 900

Washington, D.C. 20005

Telephone: 202-538-8000

Facsimile: 202-538-8100

Email: juanmorillo@quinnemanuel.com

Dated: October 28, 2020

BAST AMRON LLP

Jeffrey P. Bast (FBN 996343)

Brett M. Amron (FBN 148342)

One Southeast Third Avenue, Suite 1400

Sun Trust International Center

Miami, Florida 33131

Telephone: 305-379-7904

Facsimile: 305-379-7905

Email: jbast@bastamron.com

Co-Counsel to the Debtors and Debtors in 

Possession

 

1

 The Debtors in these cases and the last four digits of each Debtor’s federal tax identification number are as 

follows: (i) Cinemex USA Real Estate Holdings, Inc. (2194); (ii) Cinemex Holdings USA, Inc. (5502); and (iii) 

CB Theater Experience LLC (0563). The address for the Debtors is 175 South West 7th Street, Suite 1108, 

Miami, Florida 33130.

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TABLE OF CONTENTS 

Page 

INTRODUCTION ....................................................................................................................................... 1

ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF 

TIME, AND GOVERNING LAW................................................................................... 1

A. Defined Terms. ................................................................................................................... 1

B. Rules of Interpretation. ..................................................................................................... 15

C. Computation of Time. ....................................................................................................... 15

D. Governing Law. ................................................................................................................ 16

E. Reference to Monetary Figures. ........................................................................................ 16

F. Conflicts. ........................................................................................................................... 16

ARTICLE II. ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, AND DIP LOAN 

CLAIMS .......................................................................................................................... 16

A. Administrative Claims. ..................................................................................................... 16

B. Priority Tax Claims. .......................................................................................................... 18

C. DIP Loan Claims. ............................................................................................................. 18

D. Statutory Fees. .................................................................................................................. 18

ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS ........... 19

A. Classification of Claims and Interests. .............................................................................. 19

B. Treatment of Claims and Interests. ................................................................................... 20

C. Special Provision Governing Unimpaired Claims. ........................................................... 22

D. Elimination of Vacant Classes. ......................................................................................... 22

E. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy 

Code. ................................................................................................................................. 23

F. Voting Classes; Presumed Acceptance by Non-Voting Classes. ...................................... 23

G. Presumed Acceptance and Rejection of the Plan. ............................................................. 23

H. Intercompany Interests. ..................................................................................................... 23

I. Controversy Concerning Impairment. .............................................................................. 23

J. Subordinated Claims and Interests. ................................................................................... 23

ARTICLE IV. MEANS FOR IMPLEMENTATION OF THE PLAN ................................................ 24

A. Restructuring Transactions. .............................................................................................. 24

B. Issuance of New Common Stock; Purchase of New Common Stock By Purchaser ........ 24

C. Administrative Consolidation for Distribution Purposes Only. ........................................ 24

D. Settlement and Compromise. ............................................................................................ 25

E. Settlement of Claims After the Effective Date. ................................................................ 25

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F. Sources of Consideration for Plan Distributions............................................................... 25

G. Cancellation of Certain Existing Securities and the DIP Loan Agreement. ..................... 26

H. Waiver of Avoidance Actions. .......................................................................................... 26

I. Release of Liens. ............................................................................................................... 26

J. Corporate Action. .............................................................................................................. 26

K. Effectuating Documents; Further Transactions. ............................................................... 27

L. Section 1146 Exemption. .................................................................................................. 27

M. Corporate Existence. ......................................................................................................... 27

N. Vesting of Assets. ............................................................................................................. 28

O. New Organizational Documents. ...................................................................................... 28

P. Directors and Officers of the Reorganized Debtors. ......................................................... 28

Q. Management Incentive Plan. ............................................................................................. 29

R. Employee Obligations. ...................................................................................................... 29

S. Preservation of Causes of Action. ..................................................................................... 29

T. Payment of Certain Fees. .................................................................................................. 30

U. Document Retention ......................................................................................................... 30

V. GUC Claims Trust ............................................................................................................ 30

ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED 

LEASES ........................................................................................................................... 34

A. Assumption and Rejection of Executory Contracts and Unexpired Leases. ..................... 34

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases. ...................... 34

C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases. ................... 35

D. Preexisting Obligations to the Debtors under Executory Contracts and Unexpired 

Leases................................................................................................................................ 35

E. Indemnification Obligations. ............................................................................................ 36

F. Insurance Policies. ............................................................................................................ 36

G. Modifications, Amendments, Supplements, Restatements, or Other Agreements. .......... 36

H. Reservation of Rights. ....................................................................................................... 37

I. Nonoccurrence of Effective Date. ..................................................................................... 37

J. Contracts and Leases Entered Into After the Petition Date. ............................................. 37

ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS ....................................................... 37

A. Timing and Calculation of Amounts to Be Distributed. ................................................... 37

B. Delivery of Distributions and Undeliverable or Unclaimed Distributions. ...................... 38

C. Special Rules for Distributions to Holders of Disputed Claims. ...................................... 39

D. Manner of Payment. .......................................................................................................... 39

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E. Exemption from Securities Act Registration Requirements. The offering, 

issuance, and distribution of the New Common Stock pursuant to the Plan will be 

exempt from the registration requirements of section 5 of the Securities Act 

pursuant to section 4(a)(2) of the Securities Act, or any other available exemption 

from registration under the Securities Act, as applicable. Section 4(a)(2) of the 

Securities Act exempts transactions not involving a public offering, and section 

506 of Regulation D of the Securities Act provides a safe harbor under section 

4(a)(2) for transactions that meet certain requirements. In reliance upon these 

exemptions, the offer, issuance, and distribution of New Common Stock pursuant 

to the Plan will not be registered under the Securities Act or any applicable state 

“Blue Sky” laws, and the New Common Stock issued pursuant to the Plan will be 

considered “restricted securities” and may not be transferred, encumbered, or 

otherwise disposed of in the absence of such registration or an exemption 

therefrom under the Securities Act or under such laws and regulations 

thereunder. The New Common Stock issued under the Plan will bear a legend 

relating to the transfer restrictions applicable thereto. ...................................................... 40

F. Compliance with Tax Requirements. ................................................................................ 40

G. No Postpetition or Default Interest on Claims. ................................................................. 40

H. Setoffs and Recoupment. .................................................................................................. 40

I. No Double Payment of Claims. ........................................................................................ 41

J. Claims Paid or Payable by Third Parties. ......................................................................... 41

K. Allocation of Distributions Between Principal and Interest. ............................................ 42

ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, 

AND DISPUTED CLAIMS ............................................................................................ 42

A. Allowance of Claims. ....................................................................................................... 42

B. Claims Administration Responsibilities. .......................................................................... 42

C. Adjustment to Claims Without Objection. ........................................................................ 43

D. Time to File Objections to Claims or Interests. ................................................................ 43

E. Estimation of Claims. ....................................................................................................... 43

F. Disputed and Contingent Claims Reserve. ....................................................................... 43

G. Disallowance of Claims. ................................................................................................... 43

H. Amendments to Proofs of Claim....................................................................................... 44

I. Reimbursement or Contribution. ...................................................................................... 44

J. No Distributions Pending Allowance. .............................................................................. 44

K. Distributions After Allowance. ......................................................................................... 45

ARTICLE VIII. RELEASE, INJUNCTION, EXCULPATION, AND RELATED 

PROVISIONS.................................................................................................................. 45

A. Discharge of Claims and Termination of Interests. .......................................................... 45

B. Release of Liens. .............................................................................................................. 45

C. Releases by the Debtors. ................................................................................................. 46

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D. Releases by Holders of Claims and Interests. ............................................................... 46

E. Exculpation. ..................................................................................................................... 48

F. Injunction. ....................................................................................................................... 48

G. Channeling Injunction. ................................................................................................... 49

H. Protections Against Discriminatory Treatment................................................................. 50

I. Recoupment. ..................................................................................................................... 50

J. Binding Effect. .................................................................................................................. 50

ARTICLE IX. CONDITIONS PRECEDENT TO CONFIRMATION AND 

CONSUMMATION OF THE PLAN ............................................................................ 51

A. Conditions Precedent to Confirmation .............................................................................. 51

B. Conditions Precedent to the Effective Date. ..................................................................... 52

C. Waiver of Conditions. ....................................................................................................... 52

D. Substantial Consummation. .............................................................................................. 52

E. Effect of Failure of Conditions. ........................................................................................ 53

ARTICLE X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN.............. 53

A. Modification and Amendments......................................................................................... 53

B. Effect of Confirmation on Modifications. ........................................................................ 53

C. Revocation or Withdrawal of Plan. ................................................................................... 53

ARTICLE XI. RETENTION OF JURISDICTION .............................................................................. 53

ARTICLE XII. MISCELLANEOUS PROVISIONS ............................................................................ 56

A. Immediate Binding Effect. ................................................................................................ 56

B. Additional Documents. ..................................................................................................... 56

C. Dissolution of the Committee. .......................................................................................... 56

D. Payment of Statutory Fees. ............................................................................................... 56

E. Reservation of Rights. ....................................................................................................... 57

F. Successors and Assigns. ................................................................................................... 57

G. Notices. ............................................................................................................................. 57

H. Term of Injunctions or Stays............................................................................................. 58

I. Entire Agreement. ............................................................................................................. 58

J. Exhibits. ............................................................................................................................ 58

K. Nonseverability of Plan Provisions. .................................................................................. 59

L. Votes Solicited in Good Faith. .......................................................................................... 59

M. Waiver or Estoppel. .......................................................................................................... 59

N. Closing of Chapter 11 Cases. ............................................................................................ 59

O. Creditor Default. ............................................................................................................... 60

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INTRODUCTION 

Cinemex USA Real Estate Holdings, Inc., Cinemex Holdings USA, Inc., and CB Theater 

Experience LLC, as debtors and debtors in possession (collectively, the “Debtors”) propose this third 

amended joint chapter 11 plan of reorganization (the “Plan”) for the resolution of the outstanding Claims 

against, and Interests in, the Debtors Capitalized terms used herein and not otherwise defined shall have 

the meanings ascribed to them in Article I.A of the Plan. Holders of Claims and Interests should refer to 

the Disclosure Statement for a discussion of the Debtors’ history, business, assets, results of operations, 

historical financial information, events during the Chapter 11 Cases, and projections of future operations, 

as well as a summary and description of the Plan and certain related matters. The Debtors are the 

proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code. 

ALL HOLDERS OF CLAIMS ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN 

ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR 

ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. 

ARTICLE I.

DEFINED TERMS, RULES OF INTERPRETATION, 

COMPUTATION OF TIME, AND GOVERNING LAW 

A. Defined Terms. 

As used in the Plan, capitalized terms have the meanings set forth in the Introduction above or in 

the definitions below. 

1. “341 Notice” means the notice of chapter 11 bankruptcy case filed in the Chapter 11 

Cases at ECF No. 15, which, inter alia, specified the Bar Date. 

2. “503(b)(9) Claim” means a Claim or any portion thereof entitled to administrative 

expense priority pursuant to section 503(b)(9) of the Bankruptcy Code. 

3. “Administrative Claim” means a Claim for costs and expenses of administration of the 

Estates or the Chapter 11 Cases under sections 503(b) (including 503(b)(9) Claims), 507(b), or 1114(e)(2) 

of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the 

Petition Date through the Effective Date of preserving the Estates and operating the business of the 

Debtors; (b) Allowed Professional Fee Claims; and (c) all fees and charges assessed against the Estates 

under chapter 123 of title 28 of the United States Code, 28 U.S.C. §§ 1911–1930. 

4. “Administrative Claims Bar Date” means the final deadline for Filing requests for 

payment of Administrative Claims, which: (a) with respect to General Administrative Claims other than 

those that were accrued in the ordinary course of business, shall be 30 days after the Effective Date; and 

(b) with respect to Professional Fee Claims, shall be 60 days after the Effective Date. 

5. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code.

6. “Allowed” means, with respect to any Claim or Interest, except as otherwise provided 

herein: (a) a Claim or Interest in a liquidated amount as to which no objection has been Filed prior to the 

applicable Claims Objection Deadline and that is evidenced by a Proof of Claim or Interest, as applicable, 

timely Filed by the applicable Bar Date or that is not required to be evidenced by a Filed Proof of Claim 

or Interest, as applicable, under the Plan, the Bankruptcy Code, or a Final Order; (b) a Claim or Interest 

that is scheduled by the Debtors as neither Disputed, contingent, nor unliquidated, and for which no Proof 

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of Claim or Interest, as applicable, has been timely Filed in an unliquidated or a different amount; (c) a 

Claim or Interest that is upheld or otherwise Allowed: (i) pursuant to the Plan, including but not limited to 

the Syndicated Bank Loan Claims; (ii) in any stipulation that is approved by the Bankruptcy Court; 

(iii) pursuant to any contract, instrument, indenture, or other agreement entered into or assumed in 

connection herewith; (iv) by Final Order (including any such Claim to which the Debtors or GUC Claims 

Trust had objected or which the Bankruptcy Court had Disallowed prior to such Final Order); or (v) in the 

judgment of the Debtors or the GUC Claims Trustee, as applicable, prior to the expiration of the Claims 

Objection Deadline; provided that with respect to a Claim or Interest described in clauses (a) through (c) 

above, such Claim or Interest shall be considered Allowed only if and to the extent that with respect to 

such Claim or Interest no objection to the allowance thereof has been or, in the Debtors’, Reorganized 

Debtors’ reasonable good faith judgment, may be interposed within the applicable period of time fixed by 

the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, or such an objection is so 

interposed and the Claim or Interest, as applicable, shall have been Allowed by a Final Order; provided, 

further, that no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed 

Allowed unless and until such Entity pays in full the amount that it owes such Debtor or Reorganized 

Debtor, as applicable. Any Claim that has been or is hereafter listed in the Schedules as contingent, 

unliquidated, or Disputed, and for which no Proof of Claim or Interest is or has been timely Filed, is not 

considered Allowed and shall be deemed expunged without further action by the Debtors and without 

further notice to any party or action, approval, or order of the Bankruptcy Court. For the avoidance of 

doubt a Proof of Claim or Interest Filed after the Bar Date shall not be Allowed for any purposes 

whatsoever absent entry of a Final Order allowing such late-Filed Claim. “Allow,” “Allowing,” and 

“Allowance” shall have correlative meanings.

7. “Assumed Executory Contract and Unexpired Lease List” means the list, compiled by the 

Debtors or the Reorganized Debtors, as applicable, of Executory Contracts and Unexpired Leases (with 

proposed cure amounts) that will be assumed by the Reorganized Debtors, which list shall be included in 

the Plan Supplement. 

8. “Assumed Executory Contracts and Unexpired Leases” means those Executory Contracts 

and Unexpired Leases to be assumed by the applicable Reorganized Debtors, including as set forth on the 

Assumed Executory Contract and Unexpired Lease List. 

9. “Auction” means the competitive bidding process in relation to the sale of equity 

ownership of Cinemex Holdings, conducted pursuant to the Bid Procedures Order. 

10. “Avoidance Action Waiver” means a waiver of the right of the Debtors and their Estates 

to prosecute or assert offensively or defensively any claims or Causes of Action arising under chapter 5 of 

the Bankruptcy Code (including, but not limited to sections 544, 547 and 548) or any state law equivalent 

claims for “preferences” against Holders of GUC Claims and Holders of Syndicated Bank Loan Claims. 

11. “Ballot” means the ballot applicable to the relevant Holder of a Claim, substantially in 

the form attached to the Disclosure Statement Order. 

12. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as 

amended from time to time. 

13. “Bankruptcy Court” means the United States Bankruptcy Court for the Southern District 

of Florida or any other court having jurisdiction over the Chapter 11 Cases, including, to the extent of the 

withdrawal of any reference under 28 U.S.C. § 157, the United States District Court for the Southern 

District of Florida. 

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14. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure promulgated 

under section 2075 of the Judicial Code and the general, local, and chambers rules of the 

Bankruptcy Court. 

15. “Bar Date” means the applicable date established by which Proofs of Claims and 

Interests must be Filed in these Chapter 11 Cases pursuant to Local Bankruptcy Rule 3003-1 and the 341 

Notice, which date is July 6, 2020, except with respect to Proofs of Claims filed by governmental units 

and certain other exceptions set forth in the 341 Notice. 

16. “Bid Procedures Order” means the corrected order of the Bankruptcy Court, dated 

September 2, 2020 (ECF No. 522), setting forth the procedures for competitive bidding for the sale of the 

equity interests in Cinemex Holdings, as reorganized, as may be amended or supplemented from time to 

time. 

17. “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday” 

(as defined in Bankruptcy Rule 9006(a)). 

18. “Cap-Ex Escrow” means the escrow account funded by the Purchaser on or before the 

Effective Date, in the amount of $34,592,966.00 dedicated to payment of capital expenditures relating to 

unexpired leases of real property assumed by the Debtors pursuant to the Plan, as set forth in the Cap-Ex 

Escrow Agreement. 

19. “Cap-Ex Escrow Agreement” means the escrow agreement, substantially in the form 

included in the Plan Supplement, setting forth the terms and conditions of the Cap-Ex Escrow Account. 

20. “Cash” means the legal tender of the U.S. and equivalents thereof, including bank 

deposits, checks, and other similar items. 

21. “Cash Management Order” means the interim order dated May 8, 2020, authorizing the 

Debtors to, inter alia, continue to use their existing cash management system and maintain existing bank 

accounts (ECF No. 73), as may be further amended. 

22. “Causes of Action” means any claims, interests, damages, remedies, causes of action, 

demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, 

licenses, Liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether 

known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, 

liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or 

unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise. Causes of Action also 

include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of 

duties imposed by law; (b) the right to object to or otherwise contest Claims or Interests; (c) claims 

pursuant to sections 362, 510, 542, 543, 544 through 551, or 553 of the Bankruptcy Code; and (d) such 

claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 

of the Bankruptcy Code. 

23. “Channeling Injunction” shall have the meaning set forth in Article VIII of the Plan, and 

shall be implemented by the Confirmation Order. 

24. “Chapter 11 Cases” means, collectively: (a) when used with reference to a particular 

Debtor, the case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy 

Court; and (b) when used with reference to all the Debtors, the procedurally consolidated and jointly 

administered chapter 11 cases pending for the Debtors in the Bankruptcy Court. 

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25. “Cinemex” means Cinemex Holdings and its subsidiaries, including Cinemex USA Real 

Estate Holdings, Inc. and CB Theater Experience LLC. 

26. “Cinemex Holdings” means Cinemex Holdings USA, Inc. 

27. “Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against 

any of the Debtors. 

28. “Claims Objection Deadline” means the later of: (a) the date that is 180 days after the 

Effective Date; and (b) such other date as may be fixed by the Bankruptcy Court, after notice and hearing, 

upon a motion Filed before the expiration of such deadline. 

29. “Claims Register” means the official register of Claims maintained by the Bankruptcy 

Court. 

30. “Class” means a category of Claims or Interests as set forth in Article III of the Plan. 

31. “CM/ECF” means the Bankruptcy Court’s Case Management and Electronic Case Filing 

system. 

32. “Committee” means the statutory committee of unsecured creditors of the Debtors, 

appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code by the U.S. Trustee 

on May 22, 2020, the membership of which may be reconstituted from time to time. 

33. “Confirmation” means the entry of the Confirmation Order on the docket of the 

Chapter 11 Cases, within the meaning of Bankruptcy Rules 5003 and 9021. 

34. “Confirmation Date” means the date upon which the Bankruptcy Court enters the 

Confirmation Order on the docket of the Chapter 11 Cases. 

35. “Confirmation Hearing” means the hearing held by the Bankruptcy Court to consider 

Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code. 

36. “Confirmation Order” means the order of the Bankruptcy Court confirming the Plan 

pursuant to section 1129 of the Bankruptcy Code, which shall be in form and substance reasonably 

acceptable to the Committee and the Syndicated Bank Loan Agent. 

37. “Consummation” means the occurrence of the Effective Date.

38. “Convenience Claim” means any Allowed GUC Claim in an Allowed amount that is 

greater than $0 but less than or equal to $15,000; provided that a Holder of an Allowed GUC Claim in 

excess of $15,000 may irrevocably elect on its Ballot to have such Claim irrevocably reduced to $15,000 

and treated as a Convenience Claim for the purposes of the Plan, in full and final satisfaction of such 

Claim. 

39. “Convenience Claims Distribution” means Cash to be paid from the GUC Claims 

Allocation that shall be held in a segregated bank account by the GUC Claims Trust for the benefit of 

Holders of Allowed Convenience Claims to provide each such Holder a distribution equivalent to 12% of 

such Allowed Convenience Claim, which distribution shall be made by the GUC Claims Trustee as the 

Plan administrator of such funds; provided, further, that any excess Convenience Claims Distribution 

shall be returned to the GUC Claims Trust. 

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40. “Cure Claim” means a Claim (unless waived or modified by the applicable counterparty) 

based upon the Debtors’ defaults on an Executory Contract or Unexpired Lease at the time such 

Executory Contract or Unexpired Lease is assumed by the Debtors pursuant to section 365 of the 

Bankruptcy Code, other than with respect to a default that is not required to be cured under 

section 365(b)(2) of the Bankruptcy Code. As set forth in Article V(C), to the extent the Plan implements 

a Sale Transaction, the Purchaser shall pay the Cure Costs associated with each Assumed Executory 

Contract or Unexpired Lease. 

41. “Debtors” means, collectively: (a) Cinemex USA Real Estate Holdings, Inc.; (b) 

Cinemex Holdings; and (iii) CB Theater Experience LLC. 

42. “DIP Lenders” means Grupo Cinemex, in its capacity as lender under DIP Loan No. 1 

and Wine and Roses, S.A. de C.V. in its capacity as lender under DIP Loan No. 2, to which it has 

committed. 

43. “DIP Loan Claims” means any Administrative Claims arising in connection with the DIP 

Loan. 

44. “DIP Loan No. 1” means the postpetition financing approved by the DIP Order. 

45. “DIP Loan No. 2” means the postpetition financing anticipated to be provided by Wine 

and Roses, S.A. de C.V., subject to Bankruptcy Court approval by DIP Order No. 2. 

46. “DIP Loans” means the postpetition financing provided by the DIP Lenders on the terms 

and conditions set forth in the DIP Order and to be set forth in DIP Order No. 2. 

47. “DIP Order” means the Order Granting Debtors’ Second Emergency Motion for 

Authorization to Obtain Post-Petition Unsecured Financing Pursuant to 11 U.S.C. §§ 105, 361, 362 and 

364 (ECF No. 363), as may be amended, and all other Orders of the Bankruptcy Court authorizing the 

Debtors to obtain post-petition financing at any time prior to Confirmation. 

48. “DIP Order No. 2” means the order that the Debtors will request that the Court enter to 

approve DIP Loan No. 2. 

49. “DIP Orders” means collectively, the DIP Order and DIP Order No. 2. 

50. “Disallowed” means, with respect to any Claim, a Claim or any portion thereof that 

(a) has been disallowed by a Final Order, including a Final Order, (b) is scheduled as zero or as 

contingent, disputed, or unliquidated and as to which no Proof of Claim or request for payment of an 

Administrative Claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to 

either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed 

under applicable law or the Plan, (c) is not scheduled and as to which no Proof of Claim or request for 

payment of an Administrative Claim has been timely filed or deemed timely filed with the Bankruptcy 

Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise 

deemed timely filed under applicable law or the Plan, (d) has been waived or withdrawn by agreement of 

the applicable Debtor or Reorganized Debtor, as applicable, and the Holder thereof, or (e) has been 

waived or withdrawn by the Holder thereof. 

51. “Disclosure Statement” means the Disclosure Statement for the Third Amended Joint 

Chapter 11 Plan of Reorganization of Cinemex USA Real Estate Holdings, Inc., Cinemex Holdings USA, 

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Inc. and CB Theater Experience LLC, dated as of [●] (ECF No. [●]), as may be amended, including all 

exhibits and schedules thereto, as approved pursuant to the Disclosure Statement Order. 

52. “Disclosure Statement Order” means the Order (I) Approving the Disclosure Statement, 

(II) Establishing the Voting Record Date, Voting Deadline, and Other Dates, (III) Approving Procedures 

for Soliciting, Receiving, and Tabulating Votes on the Amended Plan and for Filing Objections to the 

Amended Plan, and (IV) Approving the Manner and Forms of Notice and Other Related Documents (ECF 

No. [●]).

53. “Disputed” means with regard to any Claim or Interest, a Claim or Interest that is not yet 

Disallowed or Allowed. 

54. “Distribution Date” means, with respect to any Claim or Interest that is Allowed as of 

the Effective Date, the date on which distributions are made pursuant to the Plan, which shall be on or as 

soon as reasonably practicable following the Effective Date, and, in the case of the Syndicated Bank Loan 

Claims, on the Effective Date. 

55. “Distribution Record Date” means the record date for purposes of making distributions 

under the Plan on account of Allowed Claims and Allowed Interests, other than the Syndicated Bank 

Loan Claims, which date shall be the date that is five (5) Business Days after the Confirmation Date or 

such other date as designated in a Final Order of the Bankruptcy Court. 

56. “Effective Date” means, with respect to the Plan and any such applicable Debtor(s), the 

date that is the first Business Day upon which: (a) all conditions precedent specified in Article IX.A and 

Article IX.B have been satisfied or waived (in accordance with Article IX.C); and (b) the Plan is declared 

effective with respect to such applicable Debtor(s). 

57. “Enjoined Claims” has the meaning set forth in Article VIII.G of the Plan. 

58. “Enjoined Parties” means all Holders of Claims and Interests holding Enjoined Claims; 

provided that those Holders of Claims and Interests who exercised their right to opt out of the Third Party 

Release in accordance with the Plan shall not be Enjoined Parties. 

59. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code.

60. “Estate” means, as to each Debtor, the estate created for the Debtor in its Chapter 11 Case 

pursuant to section 541 of the Bankruptcy Code. 

61. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

62. “Exculpated Parties” means, collectively, and in each case in its capacity as such: (a) the 

Debtors; (b) the Reorganized Debtors; (c) the DIP Lenders; (d) the Committee; (e) the individual 

members of the Committee; (f) the Purchaser; and (g) with respect to each of the foregoing (a) through 

(f), such Entity and its current and former Affiliates, and such Entity’s and its current and former 

Affiliates’ current and former members, equity holders (regardless of whether such interests are held 

directly or indirectly), subsidiaries, officers, directors, managers, predecessors, successors, assigns, 

principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, 

accountants, restructuring advisors, investment bankers, consultants, representatives, and other 

professionals, each in their capacity as such; provided, however, neither Grupo Cinemex, Operadora De 

Cinemas, S.A. DE C.V., or any other Entity that is not a Debtor shall be an Exculpated Party in their 

capacity as a (i) “Loan Party” with respect to claims or causes of action arising under or relating to the 

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Syndicated Bank Loan Credit Agreement; or (ii) a contractual obligor to any holder of a GUC Claim, 

including without limitation, as a guarantor or surety with respect to any guarantees or payment 

assurances arising under or relating to Executory Contracts and Unexpired Leases, whether or not rejected 

prior to the Confirmation Date. 

63. “Executory Contract” means a contract to which one or more of the Debtors is a party 

and that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code. 

64. “Federal Judgment Rate” means the federal judgment rate in effect as of the Petition 

Date, compounded annually, as set forth in 28 U.S.C. § 1961. 

65. “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with the 

Bankruptcy Court or its authorized designee in the Chapter 11 Cases. 

66. “Final Order” means (a) an order or judgment of the Bankruptcy Court, as entered on the 

docket in any Chapter 11 Case (or any related adversary proceeding or contested matter) or the docket of 

any other court of competent jurisdiction, or (b) an order or judgment of any other court having 

jurisdiction over any appeal from (or petition seeking certiorari or other review of) any order or judgment 

entered by the Bankruptcy Court (or any other court of competent jurisdiction, including in an appeal 

taken) in the Chapter 11 Case (or in any related adversary proceeding or contested matter), in each case 

that has not been reversed, stayed, modified, or amended, and as to which the time to appeal, or seek 

certiorari or move for a new trial, reargument, or rehearing has expired according to applicable law and 

no appeal or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been 

timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or 

may be timely Filed has been withdrawn or resolved by the highest court to which the order or judgment 

was appealed or from which certiorari was sought or the new trial, reargument, or rehearing shall have 

been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice; 

provided that the possibility a motion under Rule 60 of the Federal Rules of Civil Procedure, or any 

analogous rule under the Bankruptcy Rules or the Local Bankruptcy Rules of the Bankruptcy Court, may 

be filed relating to such order shall not prevent such order from being a Final Order. 

67. “General Administrative Claim” means any Administrative Claim, other than a 

Professional Fee Claim. 

68. “Governance Term Sheet” means the term sheet included in the Plan Supplement setting 

forth the terms of certain agreements related to the corporate governance of the Reorganized Debtors. 

69. “Governmental Unit” has the meaning set forth in section 101(27) of the 

Bankruptcy Code. 

70. “Grupo Cinemex” means Grupo Cinemex, S.A. de C.V. 

71. “GUC Claim” means any Claim as of the Petition Date that is neither secured by a Lien 

nor entitled to priority under the Bankruptcy Code or any order of the Bankruptcy Court; provided that a 

GUC Claim does not include (a) any Intercompany Claim, (b) any Syndicated Bank Loan Claims, (c) any 

DIP Loan Claims, or (d) any Claims of an insider as that term is defined under section 101(31) of the 

Bankruptcy Code. 

72. “GUC Claims Allocation” means Cash in the amount of $5,325,000 to be funded by the 

Debtors into the GUC Claims Trust on or prior to the Effective Date. 

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73. “GUC Claims Trust” means the trust established pursuant to this Plan in favor of the 

GUC Claims Trust Beneficiaries pursuant to the GUC Claims Trust Agreement. 

74. “GUC Claims Trust Beneficiary” means, in its capacity as such, a holder of an Allowed 

GUC Claims in Class 4. For the avoidance of doubt, GUC Claims Trust Beneficiaries shall exclude Class 

5 Convenience Claims. 

75. “GUC Claims Trust Agreement” means the trust agreement substantially in the form 

included in the Plan Supplement to be entered into on or before the Effective Date between the Debtors 

and the GUC Claims Trustee. 

76. “GUC Claims Trust Assets” means (i) the GUC Claims Allocation, less the Convenience 

Claims Distribution, and (ii) the TLCF Note and all rights and interests thereto, including but not limited 

to, any payments made in respect thereof. 

77. “GUC Claims Trust Expenses” means the reasonable expenses (including any taxes 

imposed on or payable by the GUC Claims Trust or in respect of the GUC Claims Trust Assets and 

professional fees) incurred by the GUC Claims Trust and any professionals retained by the GUC Claims 

Trust and any additional amount determined necessary by the GUC Claims Trustee to adequately reserve 

for the operating expenses of the GUC Claims Trust, which shall be satisfied from the GUC Claims Trust 

Assets. 

78. “GUC Claims Trust Interest” means a non-certificated beneficial interest in the GUC 

Claims Trust granted to each GUC Trust Beneficiary, which shall entitle such holder to a Pro Rata share 

in the GUC Claims Trust Net Assets subject to the terms of the Plan and the GUC Claims Trust 

Agreement. 

79. “GUC Claims Trust Net Assets” means the GUC Claims Trust Assets less the GUC 

Claims Trust Expenses. 

80. “GUC Claims Trustee” means, in its capacity as such, the person or entity selected by the 

Committee to serve as the trustee of the GUC Claims Trust, and any successor thereto, in accordance with 

the GUC Claims Trust Agreement. 

81. “Holder” means an Entity holding a Claim or an Interest, as applicable. “Hold” and 

“Held” shall have the correlative meanings. 

82. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims or 

Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code. 

83. “Indemnification Obligations” means each of the Debtors’ indemnification obligations in 

place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited 

liability company agreements, other organizational or formation documents, board resolutions, 

management or indemnification agreements, or employment or other contracts, for their current and 

former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other 

professionals, advisors, and agents of the Debtors, as applicable. 

84. “Insurance Policies” means the policies of insurance listed in the Plan Supplement. 

85. “Insurers” means the insurance companies providing insurance coverage under the 

Insurance Policies. 

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86. “Intercompany Claim” means any Claim held by any Debtor or non-Debtor affiliate or 

subsidiary against any other Debtor, but not including any DIP Loans. 

87. “Intercompany Interest” means any Interest held by a Debtor in another Debtor or a 

subsidiary of a Debtor. 

88. “Interest” means any equity security (as defined in section 101(16) of the Bankruptcy 

Code) in any Debtor and any other rights, options, warrants, stock appreciation rights, phantom stock 

rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable or 

exchangeable securities or other agreements, arrangements or commitments of any character relating to, 

or whose value is related to, any such interest or other ownership interest in any Entity. 

89. “Interim Compensation Order” means the Order Establishing Procedures to Permit 

Monthly Payment of Interim Fee Applications of Chapter 11 Professionals, dated June 28, 2020 (ECF No. 

432). 

90. “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended. 

91. “IRS” means the Internal Revenue Service.

92. “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001. 

93. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code.

94. “Local Bankruptcy Rules” means the local rules of bankruptcy procedure promulgated in 

this district in accordance with Bankruptcy Rule 9029 that are applicable to all cases and proceedings 

arising in, under, or related to cases pending under the Bankruptcy Code in the Bankruptcy Court. 

95. “Management Incentive Plan” means a post-Effective Date management incentive plan 

that may be adopted by the board of directors of the Reorganized Debtors. 

96. “New Common Stock” means the new common stock or limited liability company units 

in Reorganized Cinemex Holdings whether issued or unissued on the Effective Date to be distributed 

under and in accordance with the Plan. 

97. “New Organizational Documents” means such certificates or articles of incorporation, 

by-laws, limited liability company operating agreements, stockholders’ agreements, or other applicable 

formation and governance documents of each of the Reorganized Debtors, as applicable, the form of 

which shall be included in the Plan Supplement. 

98. “Noticing Agent” means Omni Agent Solutions, the noticing, balloting and 

administrative agent employed by the Debtors by Order entered June 16, 2020 (ECF No. 297). 

99. “Opt Out Form” means a form, substantially in the form contained in the Plan 

Supplement, by which a creditor or other party in interest may indicate its intent to opt out of the releases 

contained in Article VIII D of the Plan by submitting such form in advance of the deadline for voting on 

the Plan. 

100. “Other Priority Claim” means any Claim against a Debtor, other than an Administrative 

Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the 

Bankruptcy Code. 

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101. “Petition Date” means April 25, 2020, with respect to Cinemex Holdings and Cinemex 

Holdings USA, Inc., and April 26, 2020, with respect to CB Theater Experience LLC, which are the 

respective dates on which the Debtors commenced the Chapter 11 Cases. 

102. “Plan” has the meaning set forth in the Introduction.

103. “Plan Supplement” means the compilation of documents and forms of documents, 

schedules, and exhibits to the Plan, to be Filed by the Debtors, in form and substance reasonably 

acceptable to the Committee with respect to the document identified below as (h), and in form and 

substance acceptable to the Purchaser in its reasonable discretion with respect to the documents identified 

below as (a) through (g) and (i), in accordance with the Disclosure Statement Order or such later date as 

may be approved by the Bankruptcy Court on notice to parties in interest, and additional documents Filed 

with the Bankruptcy Court before the Effective Date as amendments to the Plan Supplement. The Plan 

Supplement shall be comprised of, among other documents, the following: (a) the New Organizational 

Documents; (b) the Assumed Executory Contract and Unexpired Lease List; (c) the Rejected Executory 

Contract and Unexpired Lease List; (d) the Stock Purchase Agreement; (e) the Schedule of Retained 

Causes of Action; (f) the identity of the members of the Reorganized Cinemex Board and management for 

the Reorganized Debtors; (g) the Cap-Ex Escrow Agreement; (h) the GUC Claims Trust Agreement; and 

(i) the Governance Term Sheet. Any reference to the Plan Supplement in the Plan shall include each of 

the documents identified above as (a) through (i) and all exhibits thereto. Notwithstanding the foregoing, 

the Debtors may amend the Plan Supplement, with the consent of the Committee and the Purchaser (with 

respect to all such documents other than the GUC Claims Trust Agreement), with such consent not to be 

unreasonably withheld, delayed or conditioned, through the Effective Date or as otherwise provided 

herein. 

104. “Prepetition Arrearages Claim” means a claim for the amount owed as of the Petition 

Date under a lease of nonresidential real property. 

105. “Priority Claims” means, collectively, the (a) Administrative Claims, (b) Priority Tax 

Claims, and (c) Other Priority Claims. 

106. “Priority Tax Claim” means the Claims of Governmental Units of the type specified in 

section 507(a)(8) of the Bankruptcy Code. 

107. “Pro Rata” means the proportion that the amount of an Allowed Claim or Allowed 

Interest in a particular Class bears to the aggregate amount of the Allowed Claims or Allowed Interests, in 

that Class, or the proportion of the Allowed Claims or Allowed Interests in a particular Class and other 

Classes, respectively, entitled to share in the same recovery as such Claim or Interest under the Plan. 

108. “Professional” means an Entity, excluding those Entities entitled to compensation 

pursuant to the Ordinary Course Professional Order: (a) retained pursuant to a Bankruptcy Court order in 

accordance with sections 327, 363, or 1103 of the Bankruptcy Code and to be compensated for services 

rendered before or on the Confirmation Date, pursuant to sections 327, 328, 329, 330, 331, and 363 of the 

Bankruptcy Code; or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to 

section 503(b)(4) of the Bankruptcy Code. 

109. “Professional Fee Claims” means all Administrative Claims for the compensation of 

Professionals and the reimbursement of expenses incurred by such Professionals through and including 

the Effective Date to the extent such fees and expenses have not been paid pursuant to the Interim 

Compensation Order or any other order of the Bankruptcy Court. To the extent the Bankruptcy Court 

denies or reduces by a Final Order any amount of a Professional’s requested fees and expenses, then the 

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amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee 

Claim. 

110. “Professional Fee Escrow Account” means an interest-bearing account in an amount 

equal to the Professional Fee Reserve Amount and funded by the Debtors on the Effective Date, pursuant 

to Article II.A.2(b) of the Plan. 

111. “Professional Fee Reserve Amount” means the total amount of Professional Fee Claims 

estimated in accordance with Article II.A.2(c) of the Plan. 

112. “Proof of Claim” means a proof of Claim Filed against any of the Debtors in the Chapter 

11 Cases. 

113. “Proof of Interest” means a proof of Interest Filed against any of the Debtors in the 

Chapter 11 Cases. 

114. “Purchase Price” means the amount, in Cash, as set forth in, and subject to the 

adjustments set forth in, the Stock Purchase Agreement. 

115. “Purchaser” means Wine and Roses, S.A. de C.V., the acquirer of the New Common 

Stock of Cinemex Holdings pursuant to the Transaction. 

116. “Reinstate,” “Reinstated,” or “Reinstatement” means with respect to Claims and 

Interests, that the Claim or Interest shall be rendered unimpaired for purposes of section 1124 of the 

Bankruptcy Code. 

117. “Rejected Executory Contract and Unexpired Lease List” means the list, compiled by the 

Debtors or the Reorganized Debtors, as applicable, of Executory Contracts and Unexpired Leases that 

will be rejected by the Debtors pursuant to the Plan, which list shall be included in the Plan Supplement. 

118. “Released Parties” means, collectively, and in each case only in its capacity as such: 

(a) each of the Syndicated Bank Loan Lenders; (b) the Syndicated Bank Loan Agent; (c) the DIP Lenders; 

(d) the Committee; (e) the individual members of the Committee (both in their capacity as such and as 

individual creditors); (f) each of the Debtors’ current and former directors or officer; (g) the Purchaser; 

and (h) with respect to each of the foregoing (a) through (g), each of such Entity and its current and 

former Affiliates, and such Entities’ and their current and former Affiliates’ current and former members, 

directors, managers, officers, equity holders (regardless of whether such interests are held directly or 

indirectly), predecessors, successors, and assigns, subsidiaries, and each of their respective current and 

former members, equity holders, officers, directors, managers, principals, members, employees, agents, 

advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, 

consultants, representatives, and other professionals, each in their capacity as such; provided however, 

that neither Grupo Cinemex, Operadora De Cinemas, S.A. DE C.V., or any other Entity that is not a 

Debtor shall be released from their obligations in their capacity as (i) a “Loan Party” under the Syndicated 

Bank Loan Agreement or (ii) a contractual obligor to a Holder of a GUC Claim, whether as a guarantor or 

surety with respect to any guarantees or payment assurances arising under or relating to Executory 

Contracts and Unexpired Leases, whether or not rejected prior to the Confirmation Date; provided, 

further, that any Holder of a Claim or Interest that votes against or objects to the Plan or opts out of the 

Third Party Release, shall not be a Released Party. 

119. “Releasing Parties” means, collectively, and in each case only in its capacity as such: 

(a) each of the Debtors; (b) the Reorganized Debtors; (c) each of the Debtors’ current and former 

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directors or officers; (d) all Holders of Claims or Interests, including each of the Syndicated Bank Loan 

Lenders and the Syndicated Bank Loan Agent, who (1) vote in favor of the Plan or (2) abstain from 

voting, are not entitled to vote, or vote to reject the Plan and do not opt out of the Third Party Release on 

a timely submitted Ballot or Opt Out Form; and (e) with respect to each of the foregoing (c) through (d),

such Entity and its current and former Affiliates, and such Entities’ and their current and former 

Affiliates’ current and former members, directors, managers, officers, equity holders (regardless of 

whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, 

and each of their respective current and former members, equity holders, officers, directors, managers, 

principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, 

accountants, investment bankers, consultants, representatives, and other professionals, each in their 

capacity as such; provided, however, that (i) none of the Syndicated Bank Loan Lenders shall be 

“Releasing Parties” with respect to any claims or causes of action arising under or relating to the 

Syndicated Bank Loan Credit Agreement with respect to Grupo Cinemex, Operadora De Cinemas, S.A. 

DE C.V., or any other “Loan Parties” under the Syndicated Bank Loan Credit Agreement that are not 

Debtors, and (ii) no holder of a GUC Claim that is or was a party to any contract or lease with any of the 

Debtors (whether or not rejected prior to the Confirmation Date) shall be “Releasing Parties” with respect 

to any claims under or in connection with any direct contractual obligation, guarantees or payment 

assurances made, given, made or undertaken by Grupo Cinemex, Operadora De Cinemas, S.A. DE C.V., 

or any other Non-Debtor person or entity with respect to any such contract or lease or any obligations 

thereunder. 

120. “Reorganized” means, as to any Debtor or Debtors, such Debtor(s) as reorganized 

pursuant to and under the Plan or any successor thereto, by merger, consolidation, taxable disposition, or 

otherwise, on or after the Effective Date. 

121. “Reorganized Debtors” means, collectively, and each in its capacity as such, the Debtors, 

as reorganized pursuant to and under the Plan or any successor thereto, by merger, consolidation, or 

otherwise, on or after the Effective Date, and from and after the Effective Date, shall include (without 

limitation) Reorganized Cinemex. 

122. “Reorganized Cinemex” means Cinemex, as reorganized pursuant to and under the Plan 

or any successor thereto, as set forth in the Plan and the New Organizational Documents. 

123. “Reorganized Cinemex Board” means the board of directors of Reorganized Cinemex on 

and after the Effective Date. 

124. “Restructuring Transactions” means those mergers, amalgamations, consolidations, 

arrangements, continuances, restructurings, transfers, sales, conversions, dispositions, liquidations, 

dissolutions, or other corporate transactions that the Debtors reasonably determine to be necessary or 

desirable to implement the Plan with respect to the Debtors, including, without limitation, the execution, 

deliver and funding of the Cap-Ex Escrow and the GUC Claims Trust Agreement, and the transactions 

contemplated by the New Organizational Documents. 

125. “Retained Causes of Action” means any Causes of Action that are set forth on the 

Schedule of Retained Causes of Action to be retained by the Debtors or the Reorganized Debtors, as 

applicable, and prosecuted on behalf of the Debtors or the Reorganized Debtors, as applicable. 

126. “Sale Proceeds Account” means a bank account established by the Debtors on or before 

the Effective Date into which the Purchaser shall deposit the Purchase Price. 

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127. “Sale Transaction” means the sale of equity ownership of Cinemex Holdings, conducted 

via the Auction and approved by the Confirmation Order, to be implemented under the Plan. 

128. “Schedule of Retained Causes of Action” means the schedule of certain Causes of Action 

of the Debtors that are not released or waived pursuant to the Plan, as the same may be amended, 

modified, or supplemented from time to time by the Debtors through the Effective Date, which shall be 

included in the Plan Supplement, provided that such schedule shall not include any Causes of Action 

against any Released Party, and any such inclusion will be deemed void ab initio. 

129. “Schedules” means the schedules of assets and liabilities, schedules of Executory 

Contracts or Unexpired Leases, and statement of financial affairs Filed by the Debtors pursuant to 

section 521 of the Bankruptcy Code, the official bankruptcy forms, and the Bankruptcy Rules. 

130. “SEC” means the Securities and Exchange Commission.

131. “Secured Claim” means a Claim that is: (a) secured by a Lien on property in which the 

Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by 

reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy 

Code, to the extent of the value of the creditor’s interest in the Estate’s interest in such property or to the 

extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the 

Bankruptcy Code; or (b) Allowed pursuant to the Plan or separate order of the Bankruptcy Court as a 

secured claim. 

132. “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77–77a, as amended, 

together with the rules and regulations promulgated thereunder. 

133. “Security” or “Securities” has the meaning set forth in section 2(a)(1) of the Securities 

Act. 

134. “Stock Purchase Agreement” means the agreement pursuant to which Wine and Roses, 

S.A. de C.V. will acquire the New Common Stock, a copy of which is included in the Plan Supplement. 

135. “Security” or “Securities” has the meaning set forth in section 2(a)(1) of the Securities 

Act. 

136. “Syndicated Bank Loan” means the bank loan on the terms set forth in the Syndicated 

Bank Loan Credit Agreement. 

137. “Syndicated Bank Loan Agent” means BBVA Bancomer S.A., Institución de Banca 

Múltiple, Grupo Financiero BBVA Bancomer in its capacity as Administrative Agent for the lenders 

under the Syndicated Bank Loan Credit Agreement. 

138. “Syndicated Bank Loan Claims” means claims held by Syndicated Bank Loan Lenders 

arising from the Syndicated Bank Loan Credit Agreement. 

139. “Syndicated Bank Loan Claims Allocation” means Cash in the amount of $1 million, to 

be distributed to holders of Syndicated Bank Loan Claims pursuant to the Plan and in accordance with the 

Syndicated Bank Loan Credit Agreement. 

140. “Syndicated Bank Loan Credit Agreement” means the credit agreement dated as of 

March 20, 2018, by and among Grupo Cinemex, Operadora de Cinemas, S.A. de C.V. and Cinemex 

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Holdings, as borrowers, CB Theater Experience LLC, as guarantor, certain lenders, and BBVA Bancomer 

S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, as Administrative Agent, as 

such may be amended from time to time. 

141. “Syndicated Bank Loan Lender” means a lender under the Syndicated Bank Loan Credit 

Agreement. 

142. “Theater Level Cash Flow” means cash or other proceeds of sales of movie tickets, food, 

beverage concessions, and any other revenues at the Debtors’ Theaters (including marketing at the level 

of the individual theaters), net of sales taxes and less operational costs at the Debtors’ Theaters, without 

the allocation of any corporate expenses or marketing expenses at the corporate level. For the avoidance 

of doubt, this should generally align with the EBITDA generated by the Debtors’ Theaters before 

deducting general and administrative costs, or allocating corporate overhead, marketing, or corporate 

incurred or negotiated expenses. If any refunds/rebates of costs incurred in Theater Level Cash Flow are 

received at the corporate level, those should be allocated to the theaters based on a reasonable metric and 

included as a reduction in costs in the same year as the original costs were incurred for this purpose. 

143. “Theaters” means the Debtors’ movie theaters as of the Effective Date, as listed in the 

Plan Supplement. 

144. “Third Party Release” means the release provided by the Releasing Parties in favor of the 

Released Parties as set forth in Article VIII.D of the Plan. 

145. “TLCF Note” means the note payable to the GUC Claims Trust, substantially in the form 

set forth in the Plan Supplement, pursuant to which the Reorganized Debtors shall be obligated to pay 

eight percent (8%) of Theater Level Cash Flow for all Theaters for the period of January 1 through 

December 31 of each calendar year, distributed on an annual basis for a period of three years following 

the Effective Date (each such payment, a “TLCF Payment”). The initial TLCF Payment shall be paid no 

later than June 30, 2022, and the two subsequent TLCF Payments shall be paid promptly following the 

completion of the Debtors’ audited financial statements (but in any event no later than five months after 

each year’s end even if the Debtors’ audited financial statements are not yet complete), which the Debtors 

anticipate will be completed in May 2023 and May 2024. For the avoidance of doubt, no interest shall 

accrue or be payable on account of the TLCF Note unless the Reorganized Debtors fail to make a timely 

TLCF Payment, in which case interest shall accrue at the rate of fifteen percent (15%) per annum with 

respect to any such TLCF Payment, commencing on (i) July 1, 2022, with respect to the first TLCF 

Payment, and (ii) June 1, 2023 and June 1, 2024, respectively, for the second and third TLCF Payments, 

or such earlier date as any TLCF Payment was due. If any of the Theaters are disposed, closed, or 

contracted to be managed by another party prior to the end of the third year after Plan Confirmation, the 

GUC Claims Trust shall receive 8% of the projected Theater Level Cash Flow for that location through 

year 3 (such projection to be reasonably agreed by the GUC Claims Trustee). If any of the Theaters is 

transferred to an affiliate of the Debtors, that the affiliate must assume the obligations under the TLCF 

Note with respect to any such Theater. All TLCF Payments (and the underlying calculations) shall be 

subject to audit, following which the TLCF Payments may be adjusted. 

146. “TLCF Payment” has the meaning set forth in the definition of TLCF Note. 

147. “U.S.” means the United States of America.

148. “U.S. Trustee” means the Office of the U.S. Trustee Region 21 for the Southern District 

of Florida. 

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149. “Unexpired Lease” means a lease to which one or more of the Debtors is a party that is 

subject to assumption or rejection under section 365 of the Bankruptcy Code. 

150. “Unimpaired” means, with respect to a Class of Claims or Interests, a Class of Claims or 

Interests that is unimpaired within the meaning of section 1124 of the Bankruptcy Code. 

B. Rules of Interpretation. 

For purposes of the Plan: (1) in the appropriate context, each term, whether stated in the singular 

or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, 

feminine, or neuter gender shall include the masculine, feminine, and the neutral gender; (2) unless 

otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other 

agreement or document being in a particular form or on particular terms and conditions means that the 

referenced document shall be substantially in that form or substantially on those terms and conditions; 

(3) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether 

or not Filed, having been Filed or to be Filed shall mean that document, schedule, or exhibit, as it may 

thereafter be amended, modified, or supplemented; (4) any reference to an Entity as a Holder of a Claim 

or Interest includes that Entity’s successors and assigns; (5) unless otherwise specified, all references 

herein to “Articles” are references to Articles hereof or hereto; (6) unless otherwise specified, all 

references herein to exhibits are references to exhibits in the Plan Supplement; (7) unless otherwise 

specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a 

particular portion of the Plan; (8) subject to the provisions of any contract, certificate of incorporation, or 

similar formation document or agreement, by-law, instrument, release, or other agreement or document 

entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be 

governed by, and construed and enforced in accordance with the applicable federal law, including the 

Bankruptcy Code and Bankruptcy Rules; (9) captions and headings to Articles are inserted for 

convenience of reference only and are not intended to be a part of or to affect the interpretation of the 

Plan; (10) unless otherwise specified herein, the rules of construction set forth in section 102 of the 

Bankruptcy Code shall apply; (11) any term used in capitalized form herein that is not otherwise defined 

but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that 

term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (12) all references to docket 

numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers under the 

Bankruptcy Court’s CM/ECF system; (13) all references to statutes, regulations, orders, rules of courts, 

and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless 

otherwise stated; (14) any immaterial effectuating provisions may be interpreted by the Debtors or 

Reorganized Debtors, as applicable, in such a manner that is consistent with the overall purpose and intent 

of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other 

Entity; and (15) except as otherwise specifically provided in the Plan to the contrary, references in the 

Plan to the Debtors and the Reorganized Debtors, shall mean the Debtors and the Reorganized Debtors, as 

applicable, to the extent the context requires. 

C. Computation of Time. 

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall 

apply in computing any period of time prescribed or allowed herein. If the date on which a transaction 

may occur pursuant to the Plan shall occur on a day that is not a Business Day, then such transaction shall 

instead occur on the next succeeding Business Day. Any action to be taken on the Effective Date may be 

taken on or as soon as reasonably practicable after the Effective Date. 

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D. Governing Law. 

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and 

Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New York, without 

giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction, and 

implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered 

into in connection with the Plan (except as otherwise set forth in those agreements, in which case the 

governing law of such agreement shall control); provided that corporate governance matters relating to 

the Debtors or the Reorganized Debtors, as applicable, shall be governed by the laws of the state of 

incorporation or formation of the relevant Debtor or Reorganized Debtor. 

E. Reference to Monetary Figures. 

All references in the Plan to monetary figures shall refer to currency of the United States, unless 

otherwise expressly provided. 

F. Conflicts. 

In the event of an inconsistency between the Plan and the Disclosure Statement, the terms of the 

Plan shall control in all respects. In the event of an inconsistency between the Confirmation Order and 

the Plan, the Confirmation Order shall control. 

ARTICLE II.

ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS, AND DIP LOAN CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Priority 

Tax Claims, and DIP Loan Claims have not been classified and, thus, are excluded from the Classes of 

Claims and Interests. 

A. Administrative Claims. 

1. General Administrative Claims. 

Except as specified in this Article II, unless the Holder of an Allowed General Administrative 

Claim and the Debtors or the Reorganized Debtors, as applicable, agree to less favorable treatment, each 

Holder of an Allowed General Administrative Claim will receive, in full satisfaction of its General 

Administrative Claim, Cash equal to the amount of such Allowed General Administrative Claim either: 

(a) on the Effective Date; (b) if the General Administrative Claim is not Allowed as of the Effective Date, 

sixty (60) days after the date on which an order allowing such General Administrative Claim becomes a 

Final Order, or as soon thereafter as reasonably practicable; or (c) if the Allowed General Administrative 

Claim is based on a liability incurred by the Debtors in the ordinary course of their business after the 

Petition Date, pursuant to the terms and conditions of the particular transaction or agreement giving rise 

to such Allowed General Administrative Claim, without any further action by the Holders of such 

Allowed General Administrative Claim, and without any further notice to or action, order, or approval of 

the Bankruptcy Court. 

Except for Claims of Professionals, requests for payment of General Administrative Claims that 

were not accrued in the ordinary course of business must be Filed and served on the Debtors or the 

Reorganized Debtors, as applicable, no later than the Administrative Claims Bar Date pursuant to the 

procedures specified in the Confirmation Order and the notice of the Effective Date. Holders of General 

Administrative Claims that are required to File and serve a request for payment of such General 

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Administrative Claims by the Administrative Claims Bar Date and do not File and serve such a request by 

the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such 

General Administrative Claims against the Debtors or Reorganized Debtors, as applicable, or their 

respective property, and such General Administrative Claims shall be deemed forever discharged and 

released as of the Effective Date. Any requests for payment of General Administrative Claims that are 

not properly Filed and served by the Administrative Claims Bar Date shall not appear on the Claims 

Register and shall be Disallowed automatically without the need for further action by the Debtors or the 

Reorganized Debtors, as applicable, or further order of the Bankruptcy Court. To the extent this Article 

II.A.1 conflicts with Article XII.C of the Plan with respect to fees and expenses payable under 

section 1930(a) of the Judicial Code, including fees and expenses payable to the U.S. Trustee, Article 

XII.C of the Plan shall govern. Notwithstanding the foregoing, no request for payment of a General 

Administrative Claim need be Filed with respect to a General Administrative Claim previously Allowed 

by Final Order. 

The Debtors or the Reorganized Debtors, in their sole and absolute discretion, may settle General 

Administrative Claims without further Bankruptcy Court approval. The Reorganized Debtors may also 

choose to object to any Administrative Claim no later than sixty (60) days from the Administrative 

Claims Bar Date, subject to extensions by the Bankruptcy Court, agreement in writing of the parties, or 

on motion of a party in interest approved by the Bankruptcy Court. Unless the Debtors or Reorganized 

Debtors (or other party with standing), as applicable, object to a timely filed and properly served 

Administrative Claim, such Administrative Claim will be deemed Allowed in the amount requested. In 

the event that the Debtors or Reorganized Debtors, as applicable, object to an Administrative Claim, the 

parties may confer to try to reach a settlement and, failing that, the Bankruptcy Court will determine 

whether such Administrative Claim should be Allowed and, if so, in what amount. 

2. Professional Compensation. 

(a) Final Fee Applications. 

All final requests for payment of Professional Fee Claims, including the Professional Fee Claims 

incurred during the period from the Petition Date through the Effective Date, must be Filed and served in 

accordance with the Order Approving the Adequacy of the Disclosure Statement (ECF No. ___) or as 

may otherwise be directed by the Bankruptcy Court. All such final requests will be subject to approval by 

the Bankruptcy Court after notice to other parties on the regular service list and a hearing in accordance 

with the procedures established by the Bankruptcy Code and prior orders of the Bankruptcy Court in the 

Chapter 11 Cases, including the Interim Compensation Order, and once approved by the Bankruptcy 

Court, promptly paid from the Professional Fee Escrow Account up to the full Allowed amount. 

(b) Professional Fee Escrow Account. 

On the Effective Date, the Debtors or Reorganized Debtors shall establish and fund the 

Professional Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount. The 

Professional Fee Escrow Account shall be maintained in trust solely for the Professionals. Such funds 

shall not be considered property of the Estates of the Debtors or the Reorganized Debtors, as applicable. 

The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such 

Professionals by the Reorganized Debtors from the Professional Fee Escrow Account as soon as 

reasonably practicable after such Professional Fee Claims are Allowed by a Final Order. When all such 

Allowed amounts owing to Professionals have been paid in full, any remaining amount in the 

Professional Fee Escrow Account shall promptly be paid to the Reorganized Debtors without any further 

action or order of the Bankruptcy Court. If the Professional Fee Escrow Account is insufficient to fund 

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the full Allowed amounts of Professional Fee Claims, all remaining unpaid Allowed Professional Fee 

Claims will be paid by the Debtors or the Reorganized Debtors, as applicable. 

(c) Professional Fee Reserve Amount. 

Professionals shall estimate their unpaid Professional Fee Claims and other unpaid fees and 

expenses incurred in rendering services to the Debtors before and as of the Confirmation Date and shall 

deliver such estimate to the Debtors no later than five business days before the Effective Date; provided

that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of 

the Professional’s final request for payment of Filed Professional Fee Claims. If a Professional does not 

provide an estimate, the Debtors may estimate the unpaid and unbilled fees and expenses of such 

Professional. The aggregate amount for all Professionals estimated pursuant to this section shall comprise 

the Professional Fee Reserve Amount. 

(d) Post-Confirmation Date Fees and Expenses. 

Except as otherwise specifically provided in the Plan, from and after the Effective Date, the 

Debtors shall, in the ordinary course of business and without any further notice to or action, order, or 

approval of the Bankruptcy Court, pay in Cash the reasonable and documented legal, professional, or 

other fees and expenses incurred by the Debtors. Upon the Effective Date, any requirement that 

Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking 

retention or compensation for services rendered after such date shall terminate, and the Reorganized 

Debtors may employ and pay any Professional in the ordinary course of business without any further 

notice to or action, order, or approval of the Bankruptcy Court. 

B. Priority Tax Claims. 

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less favorable 

treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each 

Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claim shall be treated in 

accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code and, for the 

avoidance of doubt, Holders of Allowed Priority Tax Claims will receive interest on such Allowed 

Priority Tax Claims after the Effective Date in accordance with sections 511 and 1129(a)(9)(C) of the 

Bankruptcy Code. 

C. DIP Loan Claims. 

Except to the extent that a Holder of an Allowed DIP Loan Claim agrees to a less favorable 

treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each 

Allowed DIP Loan Claim, each Holder of such Allowed DIP Loan Claim shall be paid in full in Cash 

from the Purchase Price. Upon the payment or satisfaction of the Allowed DIP Loan Claims in 

accordance with this Article II.C, all Liens, security interests and superpriority claims granted in 

connection with the Allowed DIP Loan Claims shall be automatically terminated and of no further force 

and effect without any further notice to or action, order, or approval of the Bankruptcy Court or any other 

Entity. 

D. Statutory Fees. 

All fees due and payable pursuant to section 1930 of Title 28 of the United States Code before the 

Effective Date shall be paid by the Debtors. On and after the Effective Date, the Reorganized Debtors 

shall pay any and all such fees when due and payable, and shall File with the Bankruptcy Court quarterly 

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reports in a form reasonably acceptable to the U.S. Trustee. Each Reorganized Debtor shall remain 

obligated to pay quarterly fees to the U.S. Trustee until the earliest of the case of that particular Debtor 

being closed, dismissed, or converted to a case under chapter 7 of the Bankruptcy Code. 

ARTICLE III.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS 

A. Classification of Claims and Interests. 

Claims and Interests, except for Administrative Claims, Priority Tax Claims, Professional Fee 

Claims, and DIP Loan Claims, are classified as required by the Bankruptcy Code in the Classes set forth 

in this Article III. A Claim or Interest is classified in a particular Class only to the extent that the Claim 

or Interest qualifies within the description of that Class and is classified in other Classes to the extent that 

any portion of the Claim or Interest qualifies within the description of such other Classes. A Claim or 

Interest is also classified in a particular Class for the purpose of receiving distributions pursuant to the 

Plan only to the extent that such Claim or Interest is an Allowed Claim or Allowed Interest in that Class 

and has not been paid, released, or otherwise satisfied before the Effective Date. The Debtors reserve the 

right to assert that the treatment provided to Holders of Claims and Interests pursuant to Article III.B of 

the Plan renders such Holders Unimpaired. 

1. Class Identification for the Debtors. 

The Plan constitutes a separate chapter 11 plan of reorganization for each Debtor, each of which 

shall include the classifications set forth below. Subject to Article I.D of the Plan, to the extent that a 

Class contains Claims or Interests only with respect to one or more particular Debtors, such Class applies 

solely to such Debtor. 

The following chart represents the classification of Claims and Interests for each Debtor pursuant 

to the Plan. 

Class Claims and Interests Status Voting Rights

Class 1 Secured Claims Unimpaired Not Entitled to Vote (Deemed to Accept)

Class 2 Other Priority Claims Unimpaired Not Entitled to Vote (Deemed to Accept)

Class 3 Syndicated Bank Loan Claims Impaired Entitled to Vote 

Class 4 GUC Claims Impaired Entitled to Vote

Class 5 Convenience Claims Impaired Entitled to Vote 

Class 6 Intercompany Claims Impaired Not Entitled to Vote (Deemed to Reject)

Class 7 Intercompany Interests Unimpaired Not Entitled to Vote 

Class 8 Interests in Cinemex Holdings Impaired Not Entitled to Vote (Deemed to Reject)

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B. Treatment of Claims and Interests. 

To the extent that a Class contains Allowed Claims or Allowed Interests with respect to any 

Debtor, the treatment of Allowed Claims and Allowed Interests in such Class is specified below. 

1. Class 1 – Secured Claims. 

(a) Classification: Class 1 consists of Secured Claims. 

(b) Treatment: Except to the extent that a Holder of an Allowed Secured Claim 

agrees to a less favorable treatment of its Allowed Claim, in full and final 

satisfaction, settlement, release, and discharge of and in exchange for each 

Allowed Secured Claim, each such Holder shall receive, at the option of the 

applicable Debtor(s), either: 

(i) payment in full in Cash; 

(ii) delivery of collateral securing any such Claim and payment of any 

interest required under section 506(b) of the Bankruptcy Code; 

(iii) Reinstatement of such Claim; or 

(iv) other treatment rendering such Claim Unimpaired. 

(c) Voting: Class 1 is Unimpaired under the Plan. Holders of Claims in Class 1 are 

conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the 

Bankruptcy Code. Therefore, Holders of Claims in Class 1 are not entitled to 

vote to accept or reject the Plan. 

2. Class 2 – Other Priority Claims. 

(a) Classification: Class 2 consists of Other Priority Claims. 

(b) Treatment: Except to the extent that a Holder of an Allowed Other Priority 

Claim agrees to a less favorable treatment of its Allowed Claim, in full and final 

satisfaction, settlement, release, and discharge of and in exchange for each 

Allowed Other Priority Claim, each such Holder shall receive, at the option of 

the applicable Debtor(s), either: 

(i) payment in full in Cash; or 

(ii) other treatment rendering such Claim Unimpaired or otherwise permitted 

by the Bankruptcy Code. 

(c) Voting: Class 2 is Unimpaired under the Plan. Holders of Claims in Class 2 are 

conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the 

Bankruptcy Code. Therefore, Holders of Claims in Class 2 are not entitled to 

vote to accept or reject the Plan. 

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3. Class 3 – Syndicated Bank Loan Claims. 

(a) Classification: Class 3 consists of Syndicated Bank Loan Claims. 

(b) Treatment: The Syndicated Bank Loan Claims are Allowed in the full amount 

due and owing under the Syndicated Bank Loan Credit Agreement, which, as of 

the Petition Date, is $159,113,879.40. Except to the extent that a Holder of an 

Allowed Syndicated Bank Loan Claim agrees to less favorable treatment of its 

Allowed Claim, in full and final satisfaction, settlement, release, and discharge of 

and in exchange for each Allowed Syndicated Bank Loan Claim, each such 

Holder shall receive its Pro Rata share of the Syndicated Bank Loan Claims 

Allocation. 

(c) Voting: Class 3 is Impaired under the Plan. Holders of Claims in Class 3 are 

entitled to vote to accept or reject the Plan. 

4. Class 4 – GUC Claims. 

(a) Classification: Class 4 consists of GUC Claims other than Convenience Claims. 

(b) Treatment: Except to the extent that a Holder of an Allowed GUC Claim agrees 

to less favorable treatment of its Allowed Claim, in full and final satisfaction, 

settlement, release, and discharge of and in exchange for each Allowed GUC 

Claim, each such Holder of an Allowed GUC Claim in Class 4 shall receive its 

Pro Rata share of the GUC Claims Trust Interest that shall entitle such Holder to 

its Pro Rata share of the GUC Claims Trust Net Assets; provided that to the 

extent a GUC Claim is, or by election is treated as, a Convenience Claim, such 

Holder shall receive its Pro Rata share of the Convenience Claims Distribution. 

(c) Voting: Class 4 is Impaired under the Plan. Holders of Claims in Class 4 are 

entitled to vote to accept or reject the Plan. 

5. Class 5 – Convenience Claims. 

(a) Classification: Class 5 consists of Convenience Claims. 

(b) Treatment: Each Allowed Convenience Claim shall receive, in full and final 

satisfaction, settlement, release, and discharge of and in exchange for each 

Allowed Convenience Claim, a Cash distribution equal to 12% of its Allowed 

Convenience Claim on or as soon as practicable after the Effective Date or if 

such Claim is not Allowed on the Effective Date, sixty (60) days after the date of 

Allowance. 

(c) Voting: Class 5 is Impaired under the Plan. Holders of Claims in Class 5 are 

entitled to vote to accept or reject the Plan. 

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6. Class 6 – Intercompany Claims. 

(a) Classification: Class 6 consists of all Intercompany Claims. 

(b) Treatment: Intercompany Claims shall be canceled, discharged, released, and 

extinguished in full as of the Effective Date. 

(c) Voting: Class 6 is Impaired, and such Holders of Class 6 Claims are 

conclusively presumed to have rejected the Plan under section 1126(g) of the 

Bankruptcy Code. 

7. Class 7 – Intercompany Interests. 

(a) Classification: Class 7 consists of all Intercompany Interests. 

(b) Treatment: Intercompany Interests shall be Reinstated as of the Effective Date.2 

(c) Voting: Class 7 is Unimpaired, and such Holders of Class 7 Interests are 

conclusively presumed to have accepted the Plan under section 1126(f) of the 

Bankruptcy Code. 

8. Class 8 – Interests in Cinemex Holdings 

(a) Classification: Class 8 consists of any Interests in Cinemex Holdings. 

(b) Treatment: On the Effective Date, existing Interests in Cinemex Holdings shall 

be deemed canceled, discharged, released, and extinguished, and there shall be 

no distribution to Holders of Interests in Cinemex Holdings on account of such 

Interests. 

(c) Voting: Class 8 is Impaired under the Plan. Holders of Interests in Cinemex 

Holdings are conclusively deemed to have rejected the Plan pursuant to 

section 1126(g) of the Bankruptcy Code. Therefore, Holders of Interests in Class 

9 are not entitled to vote to accept or reject the Plan. 

C. Special Provision Governing Unimpaired Claims. 

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ rights 

in respect of any Unimpaired Claims, including all rights in respect of legal and equitable defenses to or 

setoffs or recoupments against any such Unimpaired Claims. 

D. Elimination of Vacant Classes. 

Any Class of Claims or Interests that, as of the commencement of the Confirmation Hearing, does 

not have at least one Holder of a Claim or Interest that is Allowed in an amount greater than zero for 

voting purposes pursuant to the Disclosure Statement Order shall be considered vacant, deemed 

eliminated from the Plan for purposes of voting to accept or reject the Plan, and disregarded for purposes 

 

2 Reinstatement of Intercompany Interests is for administrative purposes only as a means to preserve the 

corporate structure for holding company purposes and avoid the unnecessary cost of having to reconstitute that 

structure. There is no distribution under the Plan on account of Intercompany Interests. 

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of determining whether the Plan satisfies section 1129(a)(8) of the Bankruptcy Code with respect to that 

Class. 

E. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code. 

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by 

acceptance of the Plan by one or more of the Classes entitled to vote pursuant to Article III.B of the Plan. 

The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with 

respect to any rejecting Class of Claims or Interests. The Debtors reserve the right to modify the Plan in 

accordance with Article X of the Plan to the extent, if any, that Confirmation pursuant to section 1129(b) 

of the Bankruptcy Code requires modification, including by modifying the treatment applicable to a Class 

of Claims to render such Class of Claims Unimpaired to the extent permitted by the Bankruptcy Code and 

the Bankruptcy Rules or to withdraw the Plan as to such Debtor. 

F. Voting Classes; Presumed Acceptance by Non-Voting Classes. 

If a Class contains Holders of Claims or Interests eligible to vote and no Holders of Claims or 

Interests eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be presumed 

accepted by the Holders of such Claims or Interests in such Class. 

G. Presumed Acceptance and Rejection of the Plan. 

To the extent that Claims or Interests of any Class receive no distribution under the Plan, each 

Holder of a Claim or Interest in such Class is deemed to have rejected the Plan pursuant to 

section 1126(g) of the Bankruptcy Code and is not entitled to vote to accept or reject the Plan. To the 

extent that Claims or Interests of any Class are Reinstated, each Holder of a Claim or Interest in such 

Class is presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code and is 

not entitled to vote to accept or reject the Plan. 

H. Intercompany Interests. 

Holders of Intercompany Interests are not receiving any distribution under the Plan on account of 

such Intercompany Interests; rather Intercompany Interests are preserved under the Plan as a matter of 

administrative convenience, for the ultimate benefit of the Holders of New Common Stock and in 

exchange for the Debtors’ and Reorganized Debtors’ agreement under the Plan to make certain 

distributions to the Holders of Allowed Claims. For the avoidance of doubt, any Interests in non-Debtor 

subsidiaries owned by a Debtor as of the Effective Date shall continue to be owned by the applicable 

Reorganized Debtor. 

I. Controversy Concerning Impairment. 

If a controversy arises as to whether any Claims or Interests, or any Class of Claims or Interests, 

are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or 

before the Confirmation Date. 

J. Subordinated Claims and Interests. 

The allowance, classification, and treatment of all Allowed Claims and Allowed Interests and the 

respective distributions and treatments under the Plan take into account and conform to the relative 

priority and rights of the Claims and Interests in each Class in connection with any contractual, legal, and 

equitable or contractual subordination rights relating thereto, whether arising under general principles of 

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equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to section 510 of 

the Bankruptcy Code, the Debtors or the Reorganized Debtors or the GUC Claims Trust reserve the right 

to re-classify any Allowed Claim in accordance with any contractual, legal, or equitable subordination 

relating thereto. 

ARTICLE IV.

MEANS FOR IMPLEMENTATION OF THE PLAN 

A. Restructuring Transactions. 

On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, in consultation 

with the Committee, will effectuate the Restructuring Transactions, and will take any actions as may be 

necessary or advisable to effect a corporate restructuring of their respective business. The actions to 

implement the Restructuring Transactions may include, as applicable, and without limitation: (1) the 

execution and delivery of appropriate agreements or other documents of merger, amalgamation, 

consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, 

purchase, or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the 

requirements of applicable law and any other terms to which the applicable Entities may agree, including, 

if applicable, the formation of any entity or entities that will constitute, in whole or in part, the 

Reorganized Debtors; (2) the execution and delivery of appropriate instruments of transfer, assignment, 

assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent 

with the terms of the Plan and having other terms for which the applicable parties agree, including the 

execution and delivery of the GUC Claims Trust Agreement; (3) the filing of appropriate certificates or 

articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, 

arrangement, continuance, dissolution, or other organizational documents pursuant to applicable state law; 

(4) the execution and delivery of the New Organizational Documents; (5) the execution and delivery of 

Cap-Ex Escrow Agreement; (6) the issuance of the New Common Stock as set forth in the Plan; and (7) 

all other actions that the applicable Entities determine to be necessary or advisable, including making 

filings or recordings that may be required by law in connection with the Plan. 

The Confirmation Order shall and shall be deemed to, pursuant to sections 363 and 1123 of the 

Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect 

any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including 

the Restructuring Transactions. 

B. Issuance of New Common Stock; Purchase of New Common Stock By Purchaser 

On the Effective Date, the Reorganized Debtors shall issue, and the Purchaser shall purchase, the 

New Common Stock, on the terms and conditions set forth in the Stock Purchase Agreement. 

C. Administrative Consolidation for Distribution Purposes Only. 

On the Effective Date, and solely for administrative purposes to facilitate distributions: (1) all 

GUC Claims against each of the Debtors shall be deemed merged or treated as liabilities of the GUC 

Claims Trust to the extent Allowed; (2) all GUC Claim guaranties by a Debtor of the obligations of any 

other Debtor shall be deemed eliminated and extinguished so that any GUC Claim against any Debtor and 

any guarantee thereof executed by any Debtor and any joint or several GUC Claim against any of the 

Debtors shall be deemed to be one obligation of the GUC Claims Trust; (3) each and every GUC Claim 

filed in any of the Chapter 11 Cases shall be treated as filed against the consolidated Debtors and shall be 

treated as one GUC Claim against and obligation of the GUC Claims Trust. For the avoidance of doubt, 

for purposes of determining the availability of the right of set off under section 553 of the Bankruptcy 

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Code, the Debtors shall be treated as separate entities so that, subject to the other provisions of section 

553 of the Bankruptcy Code, debts due to any of the Debtors may not be set off against the liabilities of 

any of the other Debtors. Such administrative consolidation is solely for the purpose of facilitating 

distributions to holders of GUC Claims under this Plan and shall not affect the legal and corporate 

structures of the Reorganized Debtors. Moreover, such administrative consolidation shall not affect any 

subordination provisions set forth in any agreement relating to any GUC Claim or the ability of the GUC 

Claims Trustee to seek to have any GUC Claim subordinated in accordance with any contractual rights or 

equitable principles. 

D. Settlement and Compromise. 

The Plan shall be deemed a motion to approve the good-faith compromise and settlement set forth 

in the Plan pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in 

consideration for the benefits provided under the Plan, upon the Effective Date, the provisions of the Plan 

shall constitute a good faith compromise and settlement. The compromises and releases described herein 

shall be deemed nonseverable from each other and from all other terms of the Plan. The Confirmation 

Order shall constitute the Bankruptcy Court’s approval of the compromise, settlement, and releases set 

forth in the Plan, as well as a finding by the Bankruptcy Court that such settlement and compromise, and 

the releases and indemnities provided to effectuate such settlement, are in the best interests of the 

Debtors, their Estates, and the Holders of Claims and Interests, and is fair, equitable, and reasonable. 

In order to implement the good-faith compromise and settlement set forth herein, the Plan groups 

the Debtors together solely for the purpose of describing treatment of Claims and Interests under the Plan 

and confirmation of the Plan. The Plan applies to all of the Debtors. To the extent there are no Allowed 

Claims or Interest with respect to a particular Debtor, such Class is deemed to be omitted with respect to 

such Debtor. Except as otherwise provided herein, to the extent a holder has a Claim that may be asserted 

against more than one Debtor, the vote of such holder in connection with such Claims shall be counted as 

a vote of such Claim against each Debtor against which such holder has a Claim. The grouping of the 

Debtors in this manner shall not affect any Debtor’s status as a separate legal Entity, change the 

organizational structure of the Debtors’ business enterprise, constitute a change of control of any Debtor 

for any purpose, cause a merger of consolidation of any legal Entities, or cause the transfer of any Assets, 

and, except as otherwise provided by or permitted under the Plan, all Debtors shall continue to exist as 

separate legal Entities. 

E. Settlement of Claims After the Effective Date. 

In accordance with the provisions of the Plan, pursuant to Bankruptcy Rule 9019, without any 

further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date, the 

Reorganized Debtors or the GUC Claims Trustee, as the case may be, may compromise and settle Claims 

against, and Interests in, the Debtors and their Estates, and Causes of Action against other Entities. 

F. Sources of Consideration for Plan Distributions. 

The Debtors shall fund distributions under the Plan with, as applicable: (1) Cash on hand 

(including Cash derived from the Sale Transaction); (2) the Purchase Price; (3) with respect to Cure Costs 

associated with Assumed Executory Contracts and Unexpired Leases in connection with a Sale 

Transaction, Cash funded by the Purchaser, and (4) the New Common Stock. Each distribution and 

issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth 

herein applicable to such distribution or issuance and by the terms and conditions of the instruments or 

other documents evidencing or relating to such distribution or issuance, which terms and conditions shall 

bind each Entity receiving such distribution or issuance. The issuance, distribution, or authorization, of 

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certain securities in connection with the Plan, including the New Common Stock, will be exempt from 

SEC registration to the fullest extent permitted by law, as described more fully in Article VI.F below. 

G. Cancellation of Certain Existing Securities and the DIP Loan Agreement. 

Except as otherwise provided in the Plan, on and after the Effective Date, all notes, instruments, 

certificates, agreements, indentures, mortgages, security documents, and other documents evidencing any 

Claims against any of the Debtors, and any Interests in Cinemex Holdings, shall be deemed canceled, 

surrendered, and discharged without any need for further action or approval of the Bankruptcy Court or 

any Holder or other person and the obligations of the Debtors or Reorganized Debtors, as applicable, 

thereunder or in any way related thereto shall be deemed satisfied in full and discharged, and the 

counterparties to any such documents or agreements shall be released from all duties thereunder; provided

that notwithstanding Confirmation or Consummation, any such document or agreement that governs the 

rights of the Holder of a Claim shall continue in effect solely for purposes of: (1) allowing Holders to 

receive distributions under the Plan; (2) allowing creditors to enforce their rights, claims, and interests 

vis-à-vis any parties other than the Debtors; and (3) preserving any rights of any creditors to enforce any 

obligations owed to each of them under the Plan, and to appear in the Chapter 11 Cases or in any 

proceeding in the Bankruptcy Court or any other court, including, but not limited, to enforce the 

respective obligations owed to such parties under the Plan; provided further, that nothing in the Plan, the 

Plan Supplement, or the Confirmation Order, and neither Confirmation nor Consummation of the Plan, 

shall effectuate any release, cancelation, surrender or discharge of the Syndicated Bank Loan Credit 

Agreement or any related documents as they pertain to Grupo Cinemex, Operadora De Cinemas, S.A. DE 

C.V., or any other Entity that is not a Debtor or otherwise affect the joint and several or other obligations 

of such Entities under the Syndicated Bank Loan Credit Agreement or any related documents. 

H. Waiver of Avoidance Actions. 

Notwithstanding anything to the contrary in the Plan, upon the Effective Date, the Debtors shall 

be deemed to have granted the Avoidance Action Waiver for the benefit of all Holders of GUC Claims 

and Holders of Syndicated Bank Loan Claims. 

I. Release of Liens. 

Except as otherwise expressly provided herein (including with regard to Other Secured Claims 

that the Debtors elect to Reinstate in accordance with Article III.B.2(b) of the Plan), on the Effective 

Date, all Liens on any property of any Debtors shall automatically terminate, all property subject to such 

Liens shall be automatically released. 

J. Corporate Action. 

On the Effective Date, all actions contemplated under the Plan with respect to the Debtors and the 

Reorganized Debtors, as applicable, shall be deemed authorized and approved in all respects, including, 

as applicable: (1) implementation of the Restructuring Transactions; (2) formation by the Debtors or such 

other party as contemplated in the Plan, Plan Supplement, or Confirmation Order, of Reorganized 

Cinemex, and the any transactions related thereto; (3) selection of, and the election or appointment 

(as applicable) of, the directors and officers for the Reorganized Debtors; (4) adoption of and entry into 

any employment agreements; (5) approval and adoption of (and, as applicable, the execution, delivery, 

and filing of) the New Organizational Documents; (6) issuance and distribution of New Common Stock 

as set forth in the Plan; (7) execution of the GUC Claims Trust Agreement and transfer of the GUC 

Claims Trust Assets and the Convenience Claims Distribution to the GUC Claims Trust; and (8) all other 

actions contemplated under the Plan (whether to occur before, on, or after the Effective Date). 

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All matters provided for herein involving the corporate structure of the Debtors or the 

Reorganized Debtors, as applicable, and any corporate action, authorization, or approval that would 

otherwise be required by the Debtors or the Reorganized Debtors, as applicable, in connection with the 

Plan shall be deemed to have occurred or to have been obtained and shall be in effect as of the Effective 

Date, without any requirement of further action, authorization, or approval by the Bankruptcy Court, 

security holders, directors, managers, or officers of the Debtors, the Reorganized Debtors, or any other 

person. 

On or before the Effective Date, the appropriate officers of the Debtors or the Reorganized 

Debtors, as applicable, shall be authorized and directed to issue, execute, and deliver the agreements, 

documents, securities, and instruments, and take such actions, contemplated under the Plan (or necessary 

or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the 

Reorganized Debtors including, as applicable, the Cap-Ex Escrow Agreement, the GUC Claims Trust 

Agreement, the New Organizational Documents, the New Common Stock, and any and all other 

agreements, documents, securities, and instruments relating to the foregoing, and all such documents shall 

be deemed ratified. The authorizations and approvals contemplated by this Article IV.I shall be effective 

notwithstanding any requirements under non-bankruptcy law. 

K. Effectuating Documents; Further Transactions. 

On or after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, and the 

officers, directors, agents and members thereof are authorized to and may issue, execute, deliver, file, or 

record such contracts, securities, instruments, releases, and other agreements or documents and take such 

actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and 

conditions of the Plan, without the need for any approvals, authorizations, notice, or consents, except for 

those expressly required pursuant to the Plan. 

L. Section 1146 Exemption. 

Pursuant to, and to the fullest extent permitted by, section 1146 of the Bankruptcy Code, any 

transfers of property pursuant to, in contemplation of, or in connection with, the Plan, including: (1) the 

Restructuring Transactions; (2) the GUC Claims Trust Agreement; (3) the issuance of the New Common 

Stock, including with regard to the Management Incentive Plan, (4) the transfer, if any, of the Debtors’ 

assets to the Reorganized Debtors; (5) the assignment or surrender of any lease or sublease; (6) the CapEx Escrow; and (7) the delivery of any deed or other instrument or transfer order, in furtherance of, or in 

connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with 

any disposition or transfer of assets contemplated under the Plan, shall not be subject to any document 

recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate 

transfer, mortgage recording tax, or other similar tax, and upon entry of the Confirmation Order, the 

appropriate state or local governmental officials or agents shall forgo the collection of any such tax or 

governmental assessment and accept for filing and recordation any of the foregoing instruments or other 

documents pursuant to such transfers or property without the payment of any such tax, recordation fee, or 

governmental assessment. 

M. Corporate Existence. 

Except as otherwise provided in the Plan or the Plan Supplement, each Debtor shall continue to 

exist after the Effective Date as a separate corporate Entity, limited liability company, partnership, or 

other form, as the case may be, with all the powers of a corporation, limited liability company, 

partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction in which 

each applicable Debtor is incorporated or formed and pursuant to the respective certificate of 

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incorporation and by-laws (or other formation documents) in effect before the Effective Date, except to 

the extent such certificate of incorporation and by-laws (or other formation documents) are amended 

under the Plan, the Plan Supplement, or otherwise, and to the extent such documents are amended, such 

documents are deemed to be amended pursuant to the Plan or Plan Supplement and require no further 

action or approval (other than any requisite filings required under applicable state or federal law). 

N. Vesting of Assets. 

Except as otherwise provided in the Plan, including the transfer of the GUC Claims Trust Assets 

and the Convenience Claims Distribution to the GUC Claims Trust, on the Effective Date, all property in 

each Estate, all Causes of Action, and any property acquired by any of the Debtors pursuant to the Plan 

shall vest in each applicable Reorganized Debtor, free and clear of all Liens, Claims, charges, Interests, or 

other encumbrances other than those specifically granted pursuant to the Plan or the Confirmation Order. 

Except as otherwise provided in the Plan, on and after the Effective Date, each of the Reorganized 

Debtors may operate their business and may use, acquire, or dispose of property and compromise or settle 

any Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and 

free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. 

O. New Organizational Documents. 

On the Effective Date, to the extent provided in the Plan and/or Plan Supplement, each of the 

Reorganized Debtors will file its New Organizational Documents with the applicable Secretaries of State 

and/or other applicable authorities in its respective state of incorporation or formation in accordance with 

the applicable laws of the respective state of incorporation or formation, to the extent required for such 

New Organizational Documents to become effective. Pursuant to section 1123(a)(6) of the Bankruptcy 

Code, the New Organizational Documents will prohibit the issuance of non-voting equity securities. 

Such New Organizational Documents shall contain customary minority protection. The initial board of 

directors of the Reorganized Debtors shall consist of three (3) persons. After the Effective Date, the 

Reorganized Debtors may amend and restate their respective New Organizational Documents and other 

constituent documents as permitted by the laws of their respective state of incorporation and its respective 

New Organizational Documents and other constituent documents of the Reorganized Debtors. 

P. Directors and Officers of the Reorganized Debtors. 

As of the Effective Date, the initial Reorganized Cinemex Board shall consist of three (3) 

directors, the identities of whom will be disclosed in the Plan Supplement. As of the Effective Date, the 

terms of the current members of the boards of directors or managers, as applicable, of each of the Debtors 

shall expire, and the initial Reorganized Cinemex Board and the boards of directors or managers of each 

of the other Reorganized Debtors will include those directors and officers set forth in the lists of directors 

and officers of the Reorganized Debtors included in the Plan Supplement. 

After the Effective Date, the officers of each of the Reorganized Debtors shall be appointed in 

accordance with the respective New Organizational Documents. Pursuant to section 1129(a)(5) of the 

Bankruptcy Code, the Debtors will disclose in the Plan Supplement the identity and affiliations of each 

person proposed to be an officer or to serve on the initial board of directors of any of the Reorganized 

Debtors. To the extent any such director or officer of the Reorganized Debtors is an “insider” under the 

Bankruptcy Code, the Debtors also will disclose the nature of any compensation to be paid to such 

director or officer. Each such director or officer shall serve from and after the Effective Date pursuant to 

the terms of the New Organizational Documents. 

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Until the TLCF Note is satisfied in full by its terms, Board meetings shall be held no less than 

quarterly, and the Committee shall have the right to appoint a Board observer as a non-voting member of 

the Reorganized Cinemex Board (and all subcommittees, special committees, or other groups established 

by the Reorganized Cinemex Board) and shall receive any and all information provided to any member of 

the Reorganized Cinemex Board and shall be required to keep all such information confidential. 

Notwithstanding the foregoing, the Board observer appointed by the Committee need not be permitted to 

attend any portion of any such meeting of the Cinemex Board or be provided with any portion of such 

materials to the extent that so doing would result in a waiver of any legal privilege, including the 

attorney-client privilege. Prior to excluding the observer from any meeting of the Reorganized Cinemex 

Board or withholding any information made available to the Board on the ground that to do so would 

waive a privilege, Reorganized Cinemex and the observer shall use best efforts, including executing 

common interest and confidentiality agreements mutually acceptable to Reorganized Cinemex and the 

observer, to allow the observer to attend the meeting of the Board and to have access to the information 

provided. 

Q. Management Incentive Plan. 

After the Effective Date, the Reorganized Cinemex Board may adopt and implement a 

Management Incentive Plan pursuant to which management and key employees will receive a percentage 

of equity in Reorganized Cinemex, comprised of New Common Stock. The participants in the 

Management Incentive Plan, the timing and allocations of the awards to participants, and the other terms 

and conditions of such awards (including, but limited to, vesting, exercise prices, base values, hurdles, 

forfeiture, repurchase rights, and transferability) shall be determined by the Reorganized Cinemex Board. 

R. Employee Obligations. 

Except as otherwise provided in the Plan or the Plan Supplement, the Reorganized Debtors shall 

honor, to the extent not previously rejected, the Debtors’ written contracts, agreements, policies, 

programs, plans, and Insurance Policies for, among other things, compensation, reimbursement, 

indemnity, health care benefits, disability benefits, vacation and sick leave benefits, workers’ 

compensation claims, savings, severance benefits, including in the event of a change of control, 

retirement benefits, welfare benefits, relocation programs, certain grandfathered benefits, life insurance 

and accidental death and dismemberment insurance, including written contracts, agreements, policies, 

programs and plans for bonuses and other incentives or compensation for the directors, officers and 

employees of any of the Debtors who served in such capacity at any time (including any compensation 

programs approved by the Bankruptcy Court); provided that the consummation of the transactions 

contemplated herein shall not constitute a “change in control” with respect to any of the foregoing 

arrangements. To the extent that the above-listed written contracts, agreements, policies, programs, plans, 

and Insurance Policies are Executory Contracts, pursuant to sections 365 and 1123 of the Bankruptcy 

Code, each of them will be deemed assumed as of the Effective Date and assigned to the Reorganized 

Debtors. 

S. Preservation of Causes of Action. 

In accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain 

and may enforce all rights to commence and pursue any and all Causes of Action belonging to the 

Debtors, whether arising before or after the Petition Date, including, without limitation, any actions 

specifically enumerated in the Schedule of Retained Causes of Action, and the Reorganized Debtors’ 

rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the 

occurrence of the Effective Date, other than Causes of Action released by the Debtors pursuant to the 

releases and exculpations set forth in Article VIII of the Plan or under this Plan, including the Avoidance 

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Action Waiver in favor of Holders of GUC Claims and Holders of Syndicated Bank Loan Claims, which 

shall be deemed released and waived by the Debtors and the Reorganized Debtors as of the Effective 

Date. 

The Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance with 

the best interests of the Reorganized Debtors. No Entity may rely on the absence of a specific reference 

in the Plan, the Plan Supplement, the Disclosure Statement, or the Schedule of Retained Causes of Action 

to any Cause of Action against it as any indication that the Debtors or the Reorganized Debtors will not 

pursue any and all available Causes of Action of the Debtors against it. The Debtors and the Reorganized 

Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except 

as otherwise provided in the Plan, including Article VIII of the Plan. Unless any Cause of Action of the 

Debtors against an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled 

in the Plan or pursuant to a Final Order, the Debtors and the Reorganized Debtors expressly reserve all 

such Causes of Action for later adjudication, and, therefore, no preclusion doctrine, including the 

doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, 

equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence 

of Confirmation or Consummation. 

The Reorganized Debtors, as applicable, shall retain such Causes of Action of the Debtors 

notwithstanding the rejection or repudiation of any Executory Contract or Unexpired Lease during the 

Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, 

any Cause of Action that a Debtor may hold against any Entity shall vest in the applicable Reorganized 

Debtor, except as otherwise provided in the Plan, including Article VIII of the Plan and the Avoidance 

Action Waiver. The Reorganized Debtors shall retain, and through their authorized agents or 

representatives shall have the exclusive right, authority, and discretion to determine and to initiate, file, 

prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment, any such 

Causes of Action (except as otherwise provided in the Plan), or to decline to do any of the foregoing, 

without the consent or approval of any third party or any further notice to or action, order, or approval of 

the Bankruptcy Court. 

T. Payment of Certain Fees. 

Without any further notice to or action, order, or approval of the Bankruptcy Court, the Debtors, 

or the Reorganized Debtors, as applicable, shall pay on the Effective Date any reasonable and 

documented unpaid fees and expenses incurred on or before the Effective Date by all of the attorneys, 

accountants, and other professionals, advisors, and consultants payable under the DIP Orders (which fees 

and expenses shall be paid pursuant to the terms of the DIP Orders).

U. Document Retention 

On and after the Effective Date, after prior consultation with the GUC Claims Trustee, the 

Reorganized Debtors may maintain or dispose of documents in accordance with their standard document 

retention policy, as may be altered, amended, modified, or supplemented by the Reorganized Debtors. 

V. GUC Claims Trust 

(a) Creation and Governance of the GUC Claims Trust. On the Effective Date, the 

Debtors, the Reorganized Debtors and GUC Claims Trustee shall be authorized to take all actions 

necessary to establish the GUC Claims Trust in accordance with the Plan and the GUC Claims Trust 

Agreement. Additionally, on the Effective Date, the Debtors shall transfer and shall be deemed to 

transfer to the GUC Claims Trust all of their rights, title and interest in and to all of the GUC Claims 

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Trust Assets, and in accordance with section 1141 of the Bankruptcy Code, the GUC Claims Trust Assets 

shall automatically vest in the GUC Claims Trust free and clear of all Claims and Liens, and such transfer 

shall be exempt from any stamp, real estate transfer, mortgage reporting, sales, use or other similar tax. 

The GUC Claims Trustee shall be the exclusive administrator of the assets of the GUC Claims Trust for 

purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representatives of the Estate 

of each of the Debtors appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code, solely for 

purposes of carrying out the GUC Claims Trustee’s duties. The GUC Claims Trust shall be administered 

by the GUC Claims Trustee. The powers, rights, and responsibilities of the GUC Claims Trustee shall 

include the authority and responsibility to, among other things, take the actions set forth in the Plan and 

shall be set forth in the GUC Claims Trust Agreement. The GUC Claims Trustee shall hold and distribute 

the GUC Claims Trust Assets in accordance with the provisions of the Plan and the GUC Claims Trust 

Agreement. After the Effective Date, the Debtors and the Reorganized Debtors shall have no interest in 

the GUC Claims Trust Assets except as set forth herein or the GUC Claims Trust Agreement. 

(b) GUC Claims Trustee and GUC Claims Trust Agreement. The GUC Claims Trustee 

will, among other things, administer the GUC Claims Trust Assets and will be the Estates’ representative 

with respect to the settlement, release, allowance, disallowance, or compromise of GUC Claims in 

accordance with the Plan and the Bankruptcy Code. The GUC Claims Trust Agreement generally will 

provide for, among other things: (i) the transfer of the GUC Claims Trust Assets to the GUC Claims 

Trust; (ii) the payment of certain reasonable expenses of the GUC Claims Trust from the GUC Claims 

Trust Assets; and (iii) distributions to holders of Allowed GUC Claims who are GUC Claims Trust 

Beneficiaries, as provided herein and in the GUC Claims Trust Agreement. On and after the Effective 

Date, the GUC Claims Trustee shall be responsible for all decisions and duties with respect to the GUC 

Claims Trust and the GUC Claims Trust Assets, except as otherwise provided in the GUC Claims Trust 

Agreement. 

(c) Cooperation of the Reorganized Debtors. The Debtors or Reorganized Debtors, as 

applicable, upon reasonable notice, shall reasonably cooperate with the GUC Claims Trustee in the 

administration of the GUC Claims Trust, including by providing reasonable access to pertinent 

documents, including books and records, to the extent the Debtors or Reorganized Debtors, as applicable, 

have such information or documents, to the GUC Claims Trustee sufficient to enable the GUC Claims 

Trustee to perform its duties hereunder. The Debtors and Reorganized Debtors, as applicable, shall 

reasonably cooperate with the GUC Claims Trustee in the administration of the GUC Claims Trust, 

including by providing reasonable access to documents and current officers and directors with respect to 

contesting, settling, compromising, reconciling, and objecting to GUC Claims; provided that, in each 

case, the GUC Claims Trustee agrees upon request to reimburse the Reorganized Debtors for reasonable 

out-of-pocket expenses for preservation of documents by the Reorganized Debtors, copying, or similar 

expenses. The collection, review by the Reorganized Debtors, and preservation of documents requested 

by the GUC Claims Trustee shall be at the expense of the GUC Claims Trustee.

Any audit firm used to audit the financial statements of the Reorganized Debtors or to review the 

calculation of Theater Level Cash Flow must be reasonably acceptable to the GUC Claims Trustee. 

The Reorganized Debtors shall provide quarterly financial statements within 45 days of each 

quarter end, including a calculation of Theater Level Cash Flow to the GUC Claims Trustee for the term 

of the TLCF Note and provide audited financial statements when available. The Reorganized Debtors 

agree to timely provide all reasonable information and support requested by the GUC Claims Trustee or 

his professionals related to Theater Level Cash Flow calculations or projections, or to an audit firm if one 

is so appointed by the GUC Claims Trustee, for the term of the TLCF Note. 

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(d) Preservation of Privilege. The Debtors or Reorganized Debtors, as applicable, and the 

GUC Claims Trust shall be deemed to be working in common interest whereby the Debtors will be able 

to share documents, information or communications (whether written or oral) relating to GUC Claims, 

subject to a common interest privilege. The GUC Claims Trust shall seek to preserve and protect all 

applicable privileges attaching to any such documents, information, or communications. The GUC 

Claims Trustee’s receipt of such documents, information or communications shall not constitute a waiver 

of any privilege. All privileges shall remain in the control of the Debtors or Reorganized Debtors, as 

applicable, and the Debtors or Reorganized Debtors, as applicable, retain the exclusive right to waive 

their own privileges. 

(f) GUC Claims Trust Fees and Expenses. From and after the Effective Date, the GUC 

Claims Trustee, on behalf of the GUC Claims Trust, shall, in the ordinary course of business and without 

the necessity of any approval by the Bankruptcy Court, pay using the GUC Claims Trust Assets the 

reasonable expenses (including any taxes imposed on or payable by the GUC Claims Trust or in respect 

of the GUC Claims Trust Assets and professional fees) incurred by the GUC Claims Trust and any 

professionals retained by the GUC Claims Trust and any additional amount determined necessary by the 

GUC Claims Trustee to adequately reserve for the operating expenses of the GUC Claims Trust from the 

GUC Claims Trust Assets. The GUC Claims Trustee is authorized to allocate such expenses to, and pay 

them from, the GUC Claims Trust Assets, as the GUC Claims Trustee may determine in good faith is fair 

(such as based upon the GUC Claims Trustee’s good faith determination of the nature or purpose of the 

fee or expense, the relative amount of GUC Claims, or such other matters as the GUC Claims Trustee 

deems relevant) and in accordance with the GUC Claims Trust Agreement. 

(g) Tax Treatment. In furtherance of the GUC Claims Trust, (i) the GUC Claims Trust is 

intended to qualify as a “liquidating trust” within the meaning of Treasury Regulation section 301.7701-

4(d) and in compliance with Revenue Procedure 94-45, 1994-2 C.B. 684, and, thus, as a “grantor trust” 

within the meaning of sections 671 through 679 of the Tax Code to the holders of GUC Claims, 

consistent with the terms of the Plan; (ii) the sole purpose of the GUC Claims Trust shall be the 

liquidation and distribution of the GUC Claims Trust Assets in accordance with Treasury Regulation 

section 301.7701-4(d), including the resolution of Other General Unsecured Claims in accordance with 

this Plan, with no objective to continue or engage in the conduct of a trade or business; (iii) all parties 

(including, without limitation, the Debtors, the Reorganized Debtors, holders of Allowed GUC Claims 

receiving interests in the GUC Claims Trust, and the GUC Claims Trustee) shall report consistently with 

such treatment; (iv) all parties (including the Debtors, the Reorganized Debtors, holders of Allowed GUC 

Claims receiving interests in the GUC Claims Trust, and the GUC Claims Trustee) shall report 

consistently with the valuation of the GUC Claims Trust Assets transferred to the GUC Claims Trust as 

determined by the GUC Claims Trustee (or its designee); (v) the GUC Claims Trustee shall be 

responsible for filing all applicable tax returns for the GUC Claims Trust as a grantor trust pursuant to 

Treasury Regulation section 1.671-4(a); and (vi) the GUC Claims Trustee shall annually send to each 

holder of an interest in the GUC Claims Trust a separate statement regarding the receipts and 

expenditures of the trust as relevant for U.S. federal income tax purposes. In conformity with Revenue 

Procedure 94-45, all parties (including, without limitation, the Debtors, the GUC Claims Trustee and 

GUC Claims Trust Beneficiaries) will be required to treat the transfer of the GUC Claims Trust Assets to 

the GUC Claims Trust, for all purposes of the Code, as (1) a transfer of the GUC Claims Trust Assets 

(subject to any obligations relating to those assets) directly to the GUC Claims Trust Beneficiaries (other 

than to the extent any GUC Claims Trust Assets are allocable to Disputed Claims), followed by (2) the 

transfer by such beneficiaries to the GUC Claims Trust of GUC Claims Trust Assets in exchange for 

GUC Claims Trust Interests. For all U.S. federal income tax purposes, all parties must treat the GUC 

Claims Trust as a grantor trust of which holders of Claims who become GUC Claims Trust Beneficiaries 

(as determined for U.S. federal income tax purposes) are the owners and grantors. Subject to definitive 

guidance from the Internal Revenue Service or a court of competent jurisdiction to the contrary (including 

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the receipt by the GUC Claims Trustee of a private letter ruling if the GUC Claims Trustee so requests 

one, or the receipt of an adverse determination by the Internal Revenue Service upon audit if not 

contested by the GUC Claims Trustee), the GUC Claims Trustee may timely elect to (i) treat any portion 

of the GUC Claims Trust allocable to Disputed Claims as a “disputed ownership fund” governed by 

Treasury Regulation section 1.468B-9 (and make any appropriate elections) and (ii) to the extent 

permitted by applicable law, report consistently with the foregoing for state and local income tax 

purposes. If a “disputed ownership fund” election is made, all parties (including the Debtors, the 

Reorganized Debtors, holders of Allowed GUC Claims receiving interests in the GUC Claims Trust, and 

the GUC Claims Trustee) shall report for United States federal, state, and local income tax purposes 

consistently with the foregoing. The GUC Claims Trustee may request an expedited determination of 

taxes of the GUC Claims Trust, including any reserve for Disputed Claims, under section 505(b) of the 

Bankruptcy Code for all tax returns filed for, or on behalf of, the GUC Claims Trust for all taxable 

periods through the dissolution of the GUC Claims Trust. 

(h) Non-Transferability of GUC Claims Trust Interests. Any and all GUC Claims Trust 

Interests shall be non-transferable other than if transferred by will, intestate succession, or otherwise by 

operation of law. In addition, any and all GUC Claims Trust Interests will not constitute “securities” and 

will not be registered pursuant to the Securities Act or any applicable state or local securities law. 

However, if it should be determined that any such interests constitute “securities,” the exemption 

provisions of Section 1145 of the Bankruptcy Code will be satisfied and the offer, issuance and 

distribution under the Plan of the GUC Claims Trust Interests will be exempt from registration under the 

Securities Act and all applicable state and local securities laws and regulations. 

(i) Dissolution of the GUC Claims Trust. The GUC Claims Trustee and GUC Claims Trust 

shall be discharged or dissolved, as the case may be, at such time as all distributions required to be made 

by the GUC Claims Trustee under the Plan have been made. 

(j) Indemnification and Limitation of Liability. The GUC Claims Trustee and each of its 

respective accountants, agents, assigns, attorneys, bankers, consultants, directors, employees, executors, 

financial advisors, investment bankers, real estate brokers, transfer agents, independent contractors, 

managers, members, officers, partners, predecessors, principals, professional persons, representatives, 

affiliate, employer and successors (each, an “Indemnified Party”) shall be indemnified for, and defended 

and held harmless against, by the GUC Claims Trust and solely from the GUC Claims Trust Assets, any 

loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost, or expense (including the 

reasonable fees and expenses of their respective professionals) actually incurred without gross negligence, 

willful misconduct, or fraud on the part of the applicable Indemnified Party (which gross negligence, 

willful misconduct, or fraud, if any, must be determined by a Final Order of a court of competent 

jurisdiction) for any action taken, suffered, or omitted to be taken by the Indemnified Parties in 

connection with the acceptance, administration, exercise, and performance of their duties under the Plan 

or the GUC Claims Trust Agreement, as applicable if the applicable Indemnified Party acted in good faith 

and in a manner reasonably believed to be in, or not opposed to, the best interest of the GUC Claims Trust 

or its beneficiaries. An act or omission taken with the approval of the Bankruptcy Court, and not 

inconsistent therewith, will be conclusively deemed not to constitute gross negligence, willful 

misconduct, or fraud. The amounts necessary for the indemnification provided in this section (including, 

but not limited to, any costs and expenses incurred in enforcing the right of indemnification in this 

section) shall be paid out of the GUC Claims Trust Assets. The GUC Claims Trustee shall not be 

personally liable for the payment of any GUC Claims Trust expense or claim or other liability of the GUC 

Claims Trust, and no Person shall look to the GUC Claims Trustee personally for the payment of any 

such expense or liability. The indemnification provided in this section shall survive the death, 

dissolution, incapacity, resignation or removal of the GUC Claims Trustee, Indemnified Party or the 

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termination of the GUC Claims Trust, and shall inure to the benefit of each Indemnified Party’s heirs and 

assigns. 

ARTICLE V.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 

A. Assumption and Rejection of Executory Contracts and Unexpired Leases. 

On the Effective Date, except as otherwise provided herein, any Executory Contract or Unexpired 

Lease of the Debtors is deemed to be an Assumed Executory Contract or Unexpired Lease, in accordance 

with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those 

Executory Contracts or Unexpired Leases that: (1) previously were assumed, assumed and assigned, or 

rejected by the Debtors; (2) are identified on the Rejected Executory Contract and Unexpired Lease List; 

or (3) are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the 

Confirmation Date. 

Entry of the Confirmation Order by the Bankruptcy Court shall constitute a court order approving 

the assumptions, assumptions and assignments, or rejections of the Executory Contracts or Unexpired 

Leases as set forth in the Plan, the Rejected Executory Contract and Unexpired Lease List, or the 

Assumed Executory Contract and Unexpired Lease List pursuant to sections 365(a) and 1123 of the 

Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the 

Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a 

Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by 

any order of the Bankruptcy Court, which has not been assigned to a third party before the Confirmation 

Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, 

except as such terms are modified by the Plan or any order of the Bankruptcy Court authorizing and 

providing for its assumption or rejection under applicable federal law. Notwithstanding anything to the 

contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, 

amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List and the 

Assumed Executory Contract and Unexpired Lease List at any time through and including the Effective 

Date. 

B. Claims Based on Rejection of Executory Contracts or Unexpired Leases. 

Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim with 

respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to the 

Plan or the Confirmation Order, if any, must be Filed within thirty (30) days after the later of: (1) the 

Effective Date; and (2) the effective date of such rejection as established by Court Order if later than the 

Effective Date. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not 

Filed within such time will be automatically Disallowed, forever barred from assertion, and shall not be 

enforceable against the Debtors, Reorganized Debtors, the Estates, or their property without the need for 

any objection by the Debtors or the Reorganized Debtors or further notice to, or action, order, or approval 

of the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection of the Executory 

Contract or Unexpired Lease shall be deemed fully satisfied, released, and discharged, notwithstanding 

anything in the Schedules or a Proof of Claim to the contrary. All Allowed Claims arising from the 

rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as GUC Claims and 

shall be treated in accordance with the Plan, unless a different security or priority is otherwise asserted in 

such Proof of Claim and Allowed in accordance with Article VII of the Plan. 

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C. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases. 

Any monetary defaults under each Assumed Executory Contract or Unexpired Lease shall be 

satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount in 

Cash on the Effective Date, or as soon as reasonably practicable thereafter, subject to the limitation 

described below, or on such other terms as the parties to such Executory Contracts or Unexpired Leases 

may otherwise agree. To the extent the Plan implements a Sale Transaction, the Purchaser shall pay the 

Cure Costs associated with each Assumed Executory Contract or Unexpired Lease. In the event of a 

dispute regarding (1) the amount of any payments to cure such a default, (2) the ability of the 

Reorganized Debtors or any assignee to provide “adequate assurance of future performance” (within the 

meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be 

assumed, or (3) any other matter pertaining to assumption, the cure payments required by 

section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the 

dispute and approving the assumption. 

 Any objection by a contract or lease counterparty to a proposed assumption (including, for 

purposes of the Plan, assumption and assignment) of an Executory Contract or Unexpired Lease or the 

related cure cost (including as set forth on the Assumed Executory Contract or Unexpired Lease List) 

must be Filed, served, and actually received by the Debtors in accordance with the Disclosure Statement 

Order or other applicable Final Order of the Bankruptcy Court. Any counterparty to an Executory 

Contract or Unexpired Lease that fails to object timely to the proposed assumption or cure amount will be 

deemed to have consented to such assumption and the proposed cure amount. For the avoidance of doubt, 

to the extent an Executory Contract or Unexpired Lease proposed to be assumed is not listed as having a 

related cure cost, any counterparty to such Executory Contract or Unexpired Lease that fails to object 

timely to the proposed assumption will be deemed to have consented to such assumption and deemed to 

release any Claim or Cause of Action for any monetary defaults, including any cure payment, under such 

Executory Contract or Unexpired Lease. 

 For the avoidance of doubt, the Debtors or the Reorganized Debtors, as applicable, may add any 

Executory Contract or Unexpired Lease proposed to be assumed to the Rejected Executory Contracts and 

Unexpired Lease List in accordance with the time limits provided by the Plan for any reason, including if 

the Bankruptcy Court determines that the Allowed Cure Claim with respect to any Executory Contract or 

Unexpired Lease is greater than the amount set forth in the applicable cure notice or the Plan, in which 

case such Executory Contract or Unexpired Lease is deemed rejected as the Effective Date. 

Assumption of any Executory Contract or Unexpired Lease shall result in the full release and 

satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions 

restricting the change in control or ownership interest composition or other bankruptcy-related defaults, 

arising under any Assumed Executory Contract or Unexpired Lease at any time before the effective date 

of assumption. Any Proofs of Claim Filed with respect to an Assumed Executory Contract or Unexpired 

Lease shall be deemed Disallowed, without further notice to or action, order, or approval of the 

Bankruptcy Court. 

D. Preexisting Obligations to the Debtors under Executory Contracts and Unexpired Leases. 

Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall 

not constitute a termination of preexisting obligations owed by the Executory Contract or Unexpired 

Lease counterparty or counterparties to the Debtors or the Reorganized Debtors, as applicable, under such 

Executory Contracts or Unexpired Leases. 

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E. Indemnification Obligations. 

The Debtors and the Reorganized Debtors shall assume the Indemnification Obligations for the 

current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, 

and other professionals, advisors, and agents of the Debtors, to the extent consistent with applicable law, 

and such Indemnification Obligations shall not be modified, reduced, discharged, impaired, or otherwise 

affected in any way, and shall survive Unimpaired and unaffected, irrespective of when such obligation 

arose. Notwithstanding the foregoing, nothing shall impair the ability of the Reorganized Debtors to 

modify Indemnification Obligations (whether in the bylaws, certificates or incorporate or formation, 

limited liability company agreements, other organizational or formation documents, board resolutions, 

indemnification agreements, employment contracts, or otherwise) arising after the Effective Date; 

provided that none of the Reorganized Debtors shall amend or restate any of the New Organizational 

Documents before the Effective Date to terminate or adversely affect any of the Reorganized Debtors’ 

Indemnification Obligations. For the avoidance of doubt, nothing in this paragraph shall affect the 

assumption of any Indemnification Obligations arising under any applicable insurance policies. 

F. Insurance Policies. 

Notwithstanding anything to the contrary in the Disclosure Statement, the Plan, the Plan 

Supplement, the Confirmation Order, any other document related to any of the foregoing, or any other 

order of the Bankruptcy Court (including, without limitation, any other provision that purports to be 

preemptory or supervening, grants an injunction or release, confers Bankruptcy Court jurisdiction, or 

requires a party to opt out of any releases), (i) on the Effective Date each of the Debtors’ Insurance 

Policies shall be deemed assumed by the applicable Reorganized Debtor pursuant to sections 105 and 365 

of the Bankruptcy Code as though listed on the Assumed Executory Contract and Unexpired Lease List 

and the Reorganized Debtors shall become and remain jointly and severally liable in full for all of the 

Debtors’ obligations under the Insurance Policies, regardless of whether such obligations arise before or 

after the Effective Date, without the requirement or need for any Insurer to File a Proof of Claim, an 

Administrative Claim, a Cure Claim or to object to any cure amount; (ii) nothing alters, modifies or 

otherwise amends the terms and conditions of (or the coverage provided by) any of the Insurance Policies; 

(iii) such Insurance Policies shall not be impaired in any way by the Plan or Confirmation Order, but will 

remain valid and enforceable in accordance with their terms and applicable non-bankruptcy law; and (iv) 

if and to the extent applicable, the automatic stay of Bankruptcy Code section 362(a) and the injunction 

set forth in Article VIII.F of the Plan, shall be deemed lifted without further order of the Bankruptcy 

Court, solely to permit: (a) claimants with valid workers’ compensation claims or with valid direct action 

claims against an Insurer under applicable non-bankruptcy law to proceed with their claims; (b) the 

Insurers to administer, handle, defend, settle, and/or pay, in the ordinary course of business and without 

further order of this Bankruptcy Court, (1) workers’ compensation claims, (2) claims where a claimant 

asserts a direct claim against any Insurer under applicable non-bankruptcy law, or an order has been 

entered by this Bankruptcy Court granting a claimant relief from the automatic stay or the injunction set 

forth in Article VIII.F of the Plan to proceed with its claim, and (3) all costs in relation to each of the 

foregoing; and (c) the Insurers to cancel any Insurance Policies, and take other actions relating thereto, to 

the extent permissible under applicable non-bankruptcy law, and in accordance with the terms of the 

Insurance Policies. 

G. Modifications, Amendments, Supplements, Restatements, or Other Agreements. 

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is 

assumed shall include all modifications, amendments, supplements, restatements, or other agreements that 

in any manner affect such Executory Contract or Unexpired Lease, and all Executory Contracts and 

Unexpired Leases related thereto, if any, including all easements, licenses, permits, rights, privileges, 

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immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements 

have been previously rejected or repudiated or are rejected or repudiated under the Plan. 

Unless otherwise provided herein or in the applicable Executory Contract or Unexpired Lease (as 

may have been amended, modified, supplemented, or restated), modifications, amendments, supplements, 

and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the 

Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory 

Contract or Unexpired Lease, or the validity, priority, or amount of any Claims that may arise in 

connection therewith. 

H. Reservation of Rights. 

Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the 

Assumed Executory Contract and Unexpired Lease List or the Rejected Executory Contract and 

Unexpired Lease List, nor anything contained in the Plan, shall constitute an admission by the Debtors 

that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any of the 

Debtors or the Reorganized Debtors has any liability thereunder. If there is a dispute regarding whether a 

contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or 

the Reorganized Debtors, as applicable, shall have thirty (30) days following entry of a Final Order 

resolving such dispute to alter the treatment of such contract or lease. 

I. Nonoccurrence of Effective Date. 

In the event that the Effective Date does not occur with respect to a Debtor, the Bankruptcy Court 

shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting 

Unexpired Leases with respect to such Debtor pursuant to section 365(d)(4) of the Bankruptcy Code, 

unless such deadline(s) have expired. 

J. Contracts and Leases Entered Into After the Petition Date. 

Contracts and leases entered into after the Petition Date by any Debtor, including any Assumed 

Executory Contracts or Unexpired Leases, will be performed by the applicable Debtor or the applicable 

Reorganized Debtor that is party thereto in the ordinary course of their business. Accordingly, any such 

contracts and leases (including any Assumed Executory Contracts or Unexpired Leases) that have not 

been rejected as of the date of the Confirmation Date shall survive and remain unaffected by entry of the 

Confirmation Order. 

ARTICLE VI.

PROVISIONS GOVERNING DISTRIBUTIONS 

A. Timing and Calculation of Amounts to Be Distributed. 

Unless otherwise provided in the Plan, on the Distribution Date (or if a Claim is not an Allowed 

Claim on the Distribution Date, on the date that such Claim or Interest becomes an Allowed Claim), each 

Holder of an Allowed Claim shall receive the full amount of the distributions that the Plan provides for 

such Allowed Claim in accordance with its priority and Allowed amount. No Holder of a Claim shall 

recover as a distribution under the Plan more than 100 percent of the Allowed amount of such Claim. 

If and to the extent that there are Disputed Claims, distributions on account of any such Disputed 

Claims shall be made pursuant to the provisions set forth in Article VII of the Plan. 

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To the extent any distributions made in accordance with the Plan are subject to disgorgement to 

the Reorganized Debtors or the GUC Claims Trust, as applicable, the Reorganized Debtors or the GUC 

Claims Trust, as applicable, shall effectuate the distribution of such disgorged distribution to the Holders 

of Allowed Claims entitled to such distributions in accordance with the Plan as soon as reasonably 

practicable. For the avoidance of doubt, to the extent disgorgement of a distribution made to a Holder of 

a Claim pursuant to the Plan is required, such Holder shall be required to disgorge any distribution but 

shall not be required to remit interest on such distribution. 

In the event that any payment or act under the Plan is required to be made or performed on a date 

that is not a Business Day, then the making of such payment or the performance of such act may be 

completed on the next succeeding Business Day, but shall be deemed to have been completed as of the 

required date. 

B. Delivery of Distributions and Undeliverable or Unclaimed Distributions. 

1. Record Date for Distribution. 

On the Distribution Record Date, the Claims Register shall be closed and any party responsible 

for making distributions shall instead be authorized and entitled to recognize only those record Holders 

listed on the Claims Register as of the close of business on such Distribution Record Date. 

2. Delivery of Distributions. 

Except as otherwise provided herein, the Reorganized Debtors or the GUC Claims Trust, as 

applicable, shall be authorized to make distributions to Holders of Allowed Claims and Allowed Interests 

as of the Distribution Record Date at the address for each such Holder as indicated on the Debtors’ 

records as of the date of any such distribution; provided that the Distribution Record Date shall not apply 

to publicly-traded Securities. The manner of such distributions shall be determined at the discretion of 

the Reorganized Debtors, and the address for each Holder of an Allowed Claim or Allowed Interest shall 

be deemed to be the address set forth in any Proof of Claim or Interest Filed by that Holder. 

3. Delivery of Distributions to Holders of Allowed Claims. 

The Debtors and the Reorganized Debtors or the GUC Claims Trust, as applicable, will, in their 

reasonable discretion, determine the method for a timely distribution of all distributions to Holders of 

Allowed Claims, as applicable, pursuant to the Plan. 

4. Delivery of Distributions to Holders of Syndicated Bank Loan Claims. 

Notwithstanding anything to the contrary in this Plan, all distributions on account of Syndicated 

Bank Loan Claims shall be made by wire to the Syndicated Bank Loan Agent, who shall be deemed to be 

the Holder of such Syndicated Bank Loan Claims, as applicable, for purposes of distributions to be made 

hereunder. As soon as practicable following compliance with the requirements set forth in this Article VI, 

the Syndicated Bank Loan Agent shall arrange to deliver or direct the delivery of such distributions to or 

on behalf of the Holders of the Syndicated Bank Loan Claims as reflected on the Syndicated Bank Loan 

Agent’s records at the time in accordance with the terms of the Syndicated Bank Loan Credit Agreement,

subject to any modifications to such distributions in accordance with the terms of this Plan; provided,

however, that the Syndicated Bank Loan Agent shall retain all rights as administrative agent under the 

Syndicated Bank Loan Credit Agreement in connection with the delivery of distributions to Syndicated 

Bank Loan Lenders. Notwithstanding anything in the Plan to the contrary, and without limiting the 

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release provisions of the Plan, the Syndicated Bank Loan Agent shall not have any liability to any person 

with respect to distributions made or directed to be made by the Syndicated Bank Loan Agent. 

5. Minimum Distribution. 

No Cash payment of less than $50 shall be made to a Holder of an Allowed Claim on account of 

such Allowed Claim. 

6. Undeliverable Distributions and Unclaimed Property. 

In the event that any distribution to any Holder is returned as undeliverable, no distribution to 

such Holder shall be made unless and until the Reorganized Debtors or the GUC Claims Trust, as 

applicable, have determined the then-current address of such Holder, at which time such distribution shall 

be made to such Holder without interest; provided that such distributions shall be deemed unclaimed 

property under section 347(b) of the Bankruptcy Code at the expiration of ninety days from the date such 

distribution is returned as undeliverable. After such date, all unclaimed property or interests in property 

shall revert to the applicable Reorganized Debtor(s) or the GUC Claims Trust, as applicable, 

automatically and without need for a further order by the Bankruptcy Court (notwithstanding any 

applicable federal or state escheat, abandoned, or unclaimed property laws to the contrary), and any claim 

of any Holder to such property shall be fully discharged, released, and forever barred. 

For the avoidance of doubt, neither the Reorganized Debtors nor the GUC Claims Trust and their 

respective agents and attorneys are under any duty to take any action to attempt to locate any Claim 

Holder. 

C. Special Rules for Distributions to Holders of Disputed Claims. 

Except as otherwise provided in the Plan, agreed to by the Debtors or the Reorganized Debtors, or 

the GUC Claims Trust, as applicable, or set forth in an order of the Bankruptcy Court: (a) no partial 

payments and no partial distributions shall be made with respect to a Disputed Claim until all such 

disputes in connection with such Disputed Claim have been resolved by settlement or Final Order; 

provided that if a portion of a Claim is not Disputed, the Debtors or the Reorganized Debtors or the GUC 

Claims Trust, as applicable, may make a partial distribution based on such portion of such Claim that is 

not Disputed; and (b) any Entity that holds both an Allowed Claim and a Disputed Claim shall not receive 

any distribution on the Allowed Claim unless and until all objections to the Disputed Claim have been 

resolved by settlement or Final Order or the Claims have been Allowed or Disallowed. Any distributions 

arising from property distributed to Holders of Allowed Claims, as applicable, in a Class and paid to such 

Holders under the Plan shall also be paid, in the applicable amounts, to any Holder of a Disputed Claim, 

as applicable, in such Class that becomes an Allowed Claim after the date or dates that such dividends or 

other distributions were earlier paid to Holders of Allowed Claims in such Class. 

D. Manner of Payment. 

Unless otherwise set forth herein, all distributions of New Common Stock under the Plan to the 

Purchaser shall be made by the Debtors or the Reorganized Debtors. At the option of the Debtors and the 

Reorganized Debtors, or the GUC Claims Trust, as applicable, any Cash payment to be made under the 

Plan may be made by check or wire transfer or as otherwise required or provided in applicable 

agreements. For the avoidance of doubt, to the extent the Plan implements a Sale Transaction, the 

Purchaser shall pay the Cure Costs associated with each Assumed Executory Contract or Unexpired 

Lease. 

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E. Exemption from Securities Act Registration Requirements. The offering, issuance, and 

distribution of the New Common Stock pursuant to the Plan will be exempt from the registration 

requirements of section 5 of the Securities Act pursuant to section 4(a)(2) of the Securities Act, or any 

other available exemption from registration under the Securities Act, as applicable. Section 4(a)(2) of the 

Securities Act exempts transactions not involving a public offering, and section 506 of Regulation D of 

the Securities Act provides a safe harbor under section 4(a)(2) for transactions that meet certain 

requirements. In reliance upon these exemptions, the offer, issuance, and distribution of New Common 

Stock pursuant to the Plan will not be registered under the Securities Act or any applicable state “Blue 

Sky” laws, and the New Common Stock issued pursuant to the Plan will be considered “restricted 

securities” and may not be transferred, encumbered, or otherwise disposed of in the absence of such 

registration or an exemption therefrom under the Securities Act or under such laws and regulations 

thereunder. The New Common Stock issued under the Plan will bear a legend relating to the transfer 

restrictions applicable thereto. 

F. Compliance with Tax Requirements. 

In connection with the Plan, as applicable, the Debtors, the Reorganized Debtors, and the GUC 

Claims Trust, as applicable, shall comply with all tax withholding and reporting requirements imposed on 

them by any Governmental Unit with respect to distributions pursuant to the Plan. Notwithstanding any 

provision herein to the contrary, the Debtors, the Reorganized Debtors, or the GUC Claims Trust, as 

applicable, shall be authorized to take all actions necessary to comply with such withholding and 

reporting requirements, including liquidating a portion of the distribution to be made under the Plan to 

generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of 

information necessary to facilitate such distributions, and establishing any other mechanisms they believe 

are reasonable and appropriate to comply with such requirements. The Debtors, the Reorganized Debtors, 

and the GUC Claims Trust, as applicable, reserve the right to allocate all distributions made under the 

Plan in compliance with all applicable wage garnishments, alimony, child support, and other spousal 

awards, Liens, and encumbrances. The Reorganized Debtors shall not have any duty to obtain an 

executed Internal Revenue Service Form W-9 (or other applicable tax form) from any Claim Holder. 

The GUC Claims Trust shall not be required to make distributions on any Allowed GUC Claim if 

the holder thereof has not provided all documentation, that in the GUC Claims Trustee’s reasonable 

business judgment, is necessary to determine that all tax withholding and reporting requirements for such 

Allowed GUC Claim. To the extent such documentation is not provided within forty-five (45) days of 

written request, the distribution on such Allowed GUC Claim shall be deemed disallowed and expunged 

in their entirety and the funds shall become GUC Claim Trust Assets and redistributed to the other 

holders of Allowed GUC Claims in accordance with the terms of this Plan. 

G. No Postpetition or Default Interest on Claims. 

Notwithstanding any documents that govern the Debtors’ prepetition funded indebtedness or 

Proofs of Claim to the contrary, (1) postpetition and/or default interest shall not accrue or be paid on any 

Claims and (2) no Holder of a Claim shall be entitled to: (a) interest accruing on or after the Petition Date 

on any such Claim; or (b) interest at the contract default rate. For the avoidance of doubt, no interest shall 

accrue or be paid as a result of a delay, if any, between the Confirmation Date and the date a Holder of an 

Allowed Claim receives a distribution pursuant to the Plan. 

H. Setoffs and Recoupment. 

The Debtors or the Reorganized Debtors or the GUC Claims Trust, as applicable, may, but shall 

not be required to, setoff against or recoup any payments or distributions to be made pursuant to the Plan 

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in respect of any Claims of any nature whatsoever that the Debtors may have against the Holder of such 

Claim unless waived pursuant to the terms of this Plan, but neither the failure to do so nor the allowance 

of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors or 

the GUC Claims Trust, as applicable, of any such right it may have against the Holder of such Claim. 

I. No Double Payment of Claims. 

To the extent that a Claim is Allowed against more than one Debtor’s Estate, there shall be only a 

single recovery on account of that Allowed Claim, but the Holder of an Allowed Claim (other than GUC 

Claims) against more than one Debtor may recover distributions from all co-obligor Debtors’ Estates until 

the Holder has received payment in full on the Allowed Claims. No Holder of an Allowed Claim shall be 

entitled to receive as a distribution under the Plan more than payment in full of its Allowed Claim, and 

each Claim shall be administered and treated in the manner provided by the Plan only until payment in 

full on that Allowed Claim. 

J. Claims Paid or Payable by Third Parties. 

1. Claims Paid by Third Parties. 

Any Claim will be deemed reduced and/or Disallowed, as applicable, without a Claim objection 

having to be Filed by the Debtors, the Reorganized Debtors or the GUC Claims Trust (as applicable), and 

without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the 

Holder of such Claim (i) receives payment in part or in full (as applicable) on account of such Claim from 

a person or entity that is not a Debtor or Reorganized Debtor and (ii) receives a written notice of such 

proposed reduction or disallowance from the Debtors, the Reorganized Debtors or GUC Claims Trust (as 

applicable), in accordance with the provisions of this paragraph, and does not object in writing to the 

proposed reduction or disallowance set forth in such notice within twenty (21) days from service of such 

notice. To the extent a Holder of a Claim receives, on account of such Claim, both a distribution under 

the Plan and a payment from a person or entity that is not a Debtor or Reorganized Debtor on account of 

such Claim, the Debtors, Reorganized Debtors or GUC Claims Trust (as applicable) may serve a notice of 

such duplicative payment and such Holder must, within 21 days of receipt thereof, either (i) repay or 

return the distribution received under the Plan to the Reorganized Debtors or GUC Claims Trust, as 

applicable, but only to the extent that the Holder of such Claim received payment on account of such 

Claim in an amount greater than the total amount that the holder of such Claim was owed on account of 

such Claim (for purposes of this provision, the total amount owed on account of such Claim shall be 

without regard to any limitations in the Bankruptcy Code and/or statutory cap, such as, for example, the 

cap provided for under section 502(b)(6) of the Bankruptcy Code), or (ii) file and serve on the 

Reorganized Debtors and the GUC Claims Trust an objection setting forth the basis upon which the 

Holder of such Claim should not be required to return the amounts set forth in the notice received by such 

Holder. The failure of such Holder of a Claim to either timely object or to timely repay or return such 

distribution received under the Plan shall result in the Holder owing the applicable Reorganized Debtor or 

GUC Claims Trust annualized interest at the Federal Judgment Rate on such amount owed for each 

Business Day after the 21-day period specified above until the amount is repaid (or in the case of an 

objection to such notice, after 21-days from the date that the objection is resolved by agreement or final 

order). Notwithstanding anything herein to the contrary, (i) in recognition of the settlement contained 

herein concerning the Syndicated Bank Loan Claims, this Section VI.J shall not apply the Holders of the 

Syndicated Bank Loan Claims and (ii) this Section VI.J shall not limit, reduce, alter or otherwise modify 

in any way any obligations of any non-Debtor guarantor, including, without limitation, with respect to 

any guarantees or payment assurances arising under or relating to Executory Contracts and Unexpired 

Leases, whether or not rejected prior to the Confirmation Date. 

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2. Claims Payable by Third Parties. 

Except as otherwise provided for in the Plan, no distributions under the Plan shall be made on 

account of a Claim that is payable pursuant to one of the Debtors’ Insurance Policies until the Holder of 

such a Claim has exhausted all remedies with respect to such Insurance Policy. To the extent that one or 

more of the Debtors’ Insurers agrees to satisfy in full or in part a Claim (if and to the extent adjudicated 

by a court of competent jurisdiction or otherwise settled), then immediately upon such Insurers’ 

agreement, the applicable portion of such Claim may be Disallowed without a Claims objection having to 

be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court. 

3. Applicability of Insurance Policies. 

Except as otherwise provided in the Plan, any distributions of insurance proceeds to Holders of 

Allowed Claims covered by Insurance Policies shall be in accordance with the provisions of any 

applicable Insurance Policy. Except as otherwise provided in the Plan, the Plan shall not otherwise 

constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against 

any other Entity, including Insurers under any Insurance Policies, nor shall anything contained herein (a) 

constitute or be deemed a waiver by such Insurers of any rights or defenses, including coverage defenses, 

held by such Insurers, or (b) establish, determine, or otherwise imply any liability or obligation, including 

any coverage obligation, of any Insurer. 

K. Allocation of Distributions Between Principal and Interest. 

For distributions in respect of Allowed Claims, to the extent that any such Allowed Claim entitled 

to a distribution under the Plan is comprised of indebtedness and accrued but unpaid interest thereon, such 

distribution shall be allocated to the principal amount (as determined for U.S. federal income tax 

purposes) of the Claim first, and then to accrued but unpaid interest. 

ARTICLE VII.

PROCEDURES FOR RESOLVING CONTINGENT, 

UNLIQUIDATED, AND DISPUTED CLAIMS 

A. Allowance of Claims. 

Except as otherwise set forth in the Plan, after the Effective Date, the Reorganized Debtors or the 

GUC Claims Trust, as applicable, shall have and retain any and all rights and defenses the applicable 

Debtor had with respect to any Claim immediately before the Effective Date. Except as specifically 

provided in the Plan or in any order entered in the Chapter 11 Cases before the Effective Date (including 

the Confirmation Order), no Claim shall become an Allowed Claim unless and until such Claim is 

deemed Allowed in accordance with the Plan. 

B. Claims Administration Responsibilities. 

After the Effective Date, (a) the Reorganized Debtors shall have the sole authority to File, 

withdraw, or litigate to judgment, objections to all Claims other than GUC Claims and the GUC Claims 

Trust shall have the sole authority to File, withdraw, or litigate to judgment, objections to all GUC 

Claims; and (b) the applicable Reorganized Debtor(s) and/or the GUC Claims Trust shall have the 

authority to settle or compromise any Disputed Claim without any further notice to or action, order, or 

approval by the Bankruptcy Court; and (c) the applicable Reorganized Debtor(s) and/or the GUC Claims 

Trust shall have the authority to administer and adjust the Claims Register to reflect any such settlements 

or compromises without any further notice to or action, order, or approval by the Bankruptcy Court. 

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C. Adjustment to Claims Without Objection. 

Any Claim that has been paid or satisfied, or any Claim that has been amended or superseded, 

may be adjusted on the Claims Register by the Reorganized Debtors without a Claims objection having to 

be Filed and without any further notice to or action, order, or approval of the Bankruptcy Court. 

D. Time to File Objections to Claims or Interests. 

Any objections or challenges to Claims or Interests shall be Filed on or before the applicable 

Claims Objection Deadline. 

E. Estimation of Claims. 

Before or after the Effective Date, the Debtors or the Reorganized Debtors or the GUC Claims 

Trust may (but are not required to) at any time request that the Bankruptcy Court estimate any Disputed 

Claim that is contingent or unliquidated pursuant to section 502(c) of the Bankruptcy Code for any 

reason, regardless of whether any party previously has objected to such Claim or whether the Bankruptcy 

Court has ruled on any such objection, and the Bankruptcy Court shall retain jurisdiction under 28 U.S.C. 

§ 1334 to estimate any such Claim, including during the litigation of any objection to any Claim or during 

the appeal relating to such objection. Notwithstanding any provision to the contrary in the Plan, a Claim 

that has been Disallowed or expunged from the Claims Register, but that either is subject to appeal or has 

not been the subject of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise 

ordered by the Bankruptcy Court. In the event that the Bankruptcy Court estimates any contingent or 

unliquidated Claim, that estimated amount shall constitute a maximum limitation on such Claim for all 

purposes under the Plan (including for purposes of distributions), and the relevant Reorganized Debtor or 

GUC Claims Trustee may elect to pursue any supplemental proceedings to object to any ultimate 

distribution on such Claim. 

Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any Holder of a Claim 

that has been estimated pursuant to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek 

reconsideration of such estimation unless such Holder has Filed a motion requesting the right to seek such 

reconsideration on or before seven (7) days after the date on which such Claim is estimated. Each of the 

foregoing Claims and objection, estimation, and resolution procedures are cumulative and not exclusive 

of one another. Claims may be estimated and subsequently compromised, settled, withdrawn, or resolved 

by any mechanism approved by the Bankruptcy Court. 

F. Disputed and Contingent Claims Reserve. 

On or after the Effective Date, the Debtors and the Reorganized Debtors shall establish one or 

more reserves for Claims that are contingent or have not yet been Allowed, in an amount or amounts as 

reasonably determined by the applicable Debtors and Reorganized Debtors, consistent with the Proof of 

Claim Filed by the applicable Holder of such Disputed Claim. 

Any assets held in any such reserve shall be subject to the tax rules that apply to “disputed 

ownership funds” under 26 C.F.R. 1.468B–9. As such, such assets will be subject to entity-level taxation, 

and the Debtors and Reorganized Debtors shall be required to comply with the relevant rules. 

G. Disallowance of Claims. 

Any Claims held by Entities from which the Bankruptcy Court has determined that property is 

recoverable under section 542, 543, 547, 548, 549, 550, or 553 of the Bankruptcy Code or that is a 

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transferee of a transfer that the Bankruptcy Court has determined is avoidable under section 522(f), 

522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, shall be deemed Disallowed pursuant 

to section 502(d) of the Bankruptcy Code, and Holders of such Claims may not receive any distributions 

on account of such Claims until such time as such Causes of Action against that Entity have been settled 

or a Bankruptcy Court order with respect thereto has been entered and the full amount of such obligation 

to the Debtors has been paid or turned over in full; provided, however, that the foregoing provision shall 

not apply to Holders of GUC Claims and Syndicated Bank Loan Claims who shall receive the Avoidance 

Action Waiver effective upon the Effective Date of the Plan. 

All Proofs of Claim Filed on account of an Indemnification Obligation shall be deemed satisfied 

and Disallowed as of the Effective Date to the extent such Indemnification Obligation is assumed (or 

honored or reaffirmed, as the case may be) pursuant to the Plan, without any further notice to or action, 

order, or approval of the Bankruptcy Court. All Proofs of Claim Filed on account of an employee benefit 

shall be deemed satisfied and Disallowed as of the Effective Date to the extent the Reorganized Debtors 

elect to honor such employee benefit, without any further notice to or action, order, or approval of the 

Bankruptcy Court. 

Except as provided herein or otherwise agreed to by the Reorganized Debtors or the GUC Claims 

Trust, as applicable, in their sole discretion, any and all Proofs of Claim Filed after the Bar Date shall be 

deemed Disallowed as of the Effective Date without any further notice to or action, order, or approval of 

the Bankruptcy Court, and Holders of such Claims may not receive any distributions on account of such 

Claims, unless on or before the Confirmation Hearing such late Claim has been deemed timely Filed by a 

Final Order. 

H. Amendments to Proofs of Claim. 

On or after the Effective Date, a Proof of Claim or Interest may not be Filed or amended without 

the prior authorization of the Bankruptcy Court or the Reorganized Debtors or the GUC Claims Trust, as 

applicable, and any such new or amended Proof of Claim or Interest Filed that is not so authorized before 

it is Filed shall be deemed Disallowed in full without any further action. 

I. Reimbursement or Contribution. 

If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity 

pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is contingent 

as of the time of allowance or disallowance, such Claim shall be forever Disallowed notwithstanding 

section 502(j) of the Bankruptcy Code, unless before the Confirmation Date: (1) such Claim has been 

adjudicated as non-contingent; or (2) the relevant Holder of a Claim has Filed a non-contingent Proof of 

Claim on account of such Claim and a Final Order has been entered before the Confirmation Date 

determining such Claim as no longer contingent. 

J. No Distributions Pending Allowance. 

Except as otherwise set forth herein, if an objection to a Claim or portion thereof is Filed as set 

forth in Article VII.C of the Plan, no payment or distribution provided under the Plan shall be made on 

account of such Disputed Claim or portion thereof unless and until such Disputed Claim becomes an 

Allowed Claim. 

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K. Distributions After Allowance. 

To the extent that a Disputed Claim ultimately becomes an Allowed Claim, distributions (if any) 

shall be made to the Holder of such Allowed Claim in accordance with the provisions of the Plan. As 

soon as reasonably practicable after the date a Disputed Claim becomes Allowed, the Reorganized 

Debtors shall provide to the Holder of such Claim the distribution (if any) to which such Holder is 

entitled under the Plan, as of the Effective Date, without any interest, dividends, or accruals to be paid on 

account of such Claim unless required under such order or judgment of the Bankruptcy Court. 

ARTICLE VIII.

RELEASE, INJUNCTION, EXCULPATION, AND RELATED PROVISIONS 

A. Discharge of Claims and Termination of Interests. 

Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically 

provided in the Plan or in any contract, instrument, or other agreement or document created pursuant to 

the Plan, the distributions, rights, and treatment that are provided in the Plan shall be in complete 

satisfaction, discharge, and release, effective as of the Effective Date, of Claims (including any 

Intercompany Claims resolved or compromised after the Effective Date by the Reorganized Debtors, if 

applicable), Interests, and Causes of Action of any nature whatsoever, including any interest accrued on 

Claims or Interests from and after the Petition Date, whether known or unknown, against, liabilities of, 

Liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties, 

regardless of whether any property shall have been distributed or retained pursuant to the Plan on account 

of such Claims and Interests, including demands, liabilities, and Causes of Action that arose before the 

Effective Date, any liability (including withdrawal liability) to the extent such Claims or Interests relate to 

services performed by employees of the Debtors before the Effective Date and that arise from a 

termination of employment, any contingent or non-contingent liability on account of representations or 

warranties issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 

502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (1) a Proof of Claim based upon 

such debt or right is Filed or deemed Filed pursuant to section 501 of the Bankruptcy Code; (2) a Claim 

or Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the Bankruptcy 

Code; or (3) the Holder of such a Claim or Interest has accepted the Plan. Any default or “event of 

default” by the Debtors or Affiliates with respect to any Claim or Interest (other than any default or 

“event of default” under the Syndicated Bank Loan Credit Agreement or any related documentation) that 

existed immediately before or on account of the Filing of the Chapter 11 Cases shall be deemed cured 

(and no longer continuing) as of the Effective Date. The entry of the Confirmation Order shall be a 

judicial determination of the discharge of all Claims and Interests subject to the Effective Date occurring. 

For the avoidance of doubt, from and after the Effective Date, any Claim for adequate protection (as 

required by the Bankruptcy Code) of any Secured Claim for post-Effective Date diminution in value shall 

be deemed satisfied, discharged, and released, effective as of the Effective Date, and neither the Debtors 

nor the Reorganized Debtors shall have any obligation to provide such protection. 

B. Release of Liens. 

Except as otherwise specifically provided in the Plan or in any contract, instrument, release, 

or other agreement or document created pursuant to the Plan, on the Effective Date, and except 

with regard to Secured Claims that the Debtors elect to Reinstate in accordance with Article 

III.B.2(b) of the Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests 

against any property of the Estates shall be fully released and discharged, and all of the right, title, 

and interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security 

interests shall revert to the Reorganized Debtors and their successors and assigns (including 

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Reorganized Cinemex, if applicable), in each case, without any further approval or order of the 

Bankruptcy Court and without any action or Filing being required to be made by the Debtors or 

the Reorganized Debtors, as applicable. The Reorganized Debtors are authorized to execute any 

document or make any filing necessary to further document the release of any lien, security interest 

or similar encumbrance. 

C. Releases by the Debtors. 

Pursuant to section 1123(b) of the Bankruptcy Code, for good and valuable consideration, 

on and after the Effective Date, each Released Party is deemed released and discharged by the 

Debtors, the Reorganized Debtors, and their Estates, from any and all claims and Causes of Action 

whether known or unknown, including any derivative claims, asserted on behalf of the Debtors, 

that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to 

assert in their own right (whether individually or collectively) or on behalf of the Holder of any 

Claim or Interest, based on or relating to, or in any manner arising from, in whole or in part, the 

Debtors (including the day-to-day management of the Debtors, any decisions made or not made by 

the Debtors’ board members, and/or the ownership or operation of the Debtors), the Reorganized 

Debtors (including the formation thereof, if applicable), the Debtors’ prepetition activities 

(including any intercompany transactions), the DIP Orders (and any payments or transfers in 

connection therewith), the New Organizational Documents, any preference or avoidance claims 

pursuant to sections 544, 547, 548, or 549 of the Bankruptcy Code, the settlements and/or treatment 

of Claims and Interests contemplated by the Plan, or any Restructuring Transaction, contract, 

instrument, release, or other agreement or document (including the reliance by any Released Party 

on the Plan or the Confirmation Order) created or entered into in connection with the Disclosure 

Statement, the Plan, the Sale Transaction, the Chapter 11 Cases, the filing of the Chapter 11 Cases, 

the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation 

of the Plan, including the issuance or distribution of Securities pursuant to the Plan (if any), or the 

distribution of property under the Plan, or any other related agreement, or upon any other act or 

omission, transaction, agreement, event, or other occurrence taking place on or before the Effective 

Date related or relating to the foregoing. Notwithstanding anything to the contrary in the 

foregoing, the releases set forth above do not release any post-Effective Date obligations of any 

party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or 

agreement (including those set forth in the Plan Supplement) executed to implement the Plan. 

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, 

pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference 

each of the related provisions and definitions contained in the Plan, and further, shall constitute the 

Bankruptcy Court’s finding that the releases described herein are: (1) in exchange for the good and 

valuable consideration provided by or on behalf of the Released Parties; (2) a good faith settlement 

and compromise of the Claims and Interests released herein; (3) in the best interests of the Debtors 

and all Holders of Claims and Interests; (4) fair, equitable, and reasonable; (5) given and made 

after due notice and opportunity for hearing; and (6) a bar to any of the Debtors, the Reorganized 

Debtors, or the Debtors’ Estates asserting any claim or Cause of Action released pursuant to the 

releases described herein or asserting (directly or indirectly) or trading any claim or Cause of 

Action released pursuant to the releases described herein against any Released Party at any time. 

D. Releases by Holders of Claims and Interests. 

As of the Effective Date, except to enforce distributions under the Plan, each Releasing 

Party is deemed to have released and discharged each Released Party from any and all claims and 

Causes of Action, whether known or unknown, including any derivative claims, asserted on behalf 

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of the Debtors, that such Entity would have been legally entitled to assert (whether individually or 

collectively), based on or relating to, or in any manner arising from, in whole or in part, the 

Debtors (including the day-to-day management of the Debtors, any decisions made or not made by 

the Debtors’ board members, and/or the ownership or operation of the Debtors), Reorganized 

Cinemex (including the formation thereof), the Debtors’ prepetition operations and activities, the 

New Organizational Documents, the DIP Orders (and any payments or transfers in connection 

therewith), the Sale Transaction, the settlements contemplated by the Plan, or any Restructuring 

Transaction, contract, instrument, release, or other agreement or document (including the reliance 

by any Released Party on the Plan or the Confirmation Order) created or entered into in 

connection with the Disclosure Statement, the Plan, the Chapter 11 Cases, the filing of the Chapter 

11 Cases, the pursuit of Confirmation, the administration and implementation of the Plan, 

including the issuance or distribution of Securities pursuant to the Plan (if any), or the distribution 

of property under the Plan, or any other related agreement, or upon any other act or omission, 

transaction, agreement, event, or other occurrence taking place on or before the Effective Date 

related or relating to the foregoing. 

In order to avoid being deemed a Releasing Creditor and granting the releases set forth in 

Article VIII of the Plan, a creditor casting a ballot for acceptance or rejection of the Plan must 

indicate its intent to opt out of the releases by checking the “OPT OUT” box on its Ballot. Parties 

that do not vote may opt out of these release by submission of an Opt Out Form in advance of the 

deadline for voting on the Plan. Creditors and other parties in interest who fail to take such action 

shall be deemed to have consented to the third-party release provision contained in Article VIII.D 

of the Plan. 

Notwithstanding anything to the contrary in the foregoing or otherwise in the Plan, Plan 

Supplement or Confirmation Order, in no event shall any of the Syndicated Bank Loan Lenders or 

the Syndicated Bank Loan Agent (regardless of whether they have opted out of the releases or 

otherwise) be deemed to have released or discharged any claims, rights, defenses or Causes of 

Action they may have against Grupo Cinemex, Operadora De Cinemas, S.A. DE C.V. or any other 

non-Debtor Entity arising under or related to the Syndicated Bank Loan Credit Agreement and 

related documentation. 

Notwithstanding anything to the contrary in the foregoing or otherwise in the Plan, Plan 

Supplement or Confirmation Order, in no event shall any Holder of a GUC Claim (regardless of 

whether they have opted out of the releases or otherwise) be deemed to have released or discharged 

any claims, rights, defenses or Causes of Action they may have against Grupo Cinemex, Operadora 

De Cinemas, S.A. DE C.V. or any other non-Debtor Entity arising under or related to any claim, 

right or defense, that such Holder of a GUC Claim may hold against such non-Debtor arising from 

or relating to any contractual obligations of such non-Debtor to a Holder of a GUC Claim 

including, without limitation, on account of a guaranty, surety, or payment assurances agreed to by 

such non-Debtor relating to any Executory Contracts or Unexpired Leases, whether or not rejected 

prior to the Confirmation Date. 

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, 

pursuant to Bankruptcy Rule 9019, of the releases described herein, which includes by reference 

each of the related provisions and definitions contained herein, and, further, shall constitute the 

Bankruptcy Court’s finding that each release described herein is: (1) consensual; (2) essential to the 

Confirmation of the Plan; (3) given in exchange for the good and valuable consideration provided 

by the Released Parties; (4) a good faith settlement and compromise as set forth in the Plan; (5) in 

the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and 

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made after due notice and opportunity for hearing; and (7) a bar to any of the Releasing Parties 

asserting any claim or Cause of Action released pursuant to the releases described herein. 

E. Exculpation. 

Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or 

incur liability for, and each Exculpated Party is hereby released and exculpated from, any Cause of 

Action for any claim related to any act or omission in connection with, relating to, or arising out of, 

the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or Filing of the 

Disclosure Statement, the Plan, or any Restructuring Transaction, contract, instrument, release, or 

other agreement or document (including the reliance by any Exculpated Party on the Plan or the 

Confirmation Order) created or entered into in connection with the Disclosure Statement, the Plan, 

the Sale transaction, the Filing of the Chapter 11 Cases, the negotiation, terms, or execution of any 

settlement agreements effectuated pursuant to Federal Rule of Bankruptcy Procedure 9019 in the 

Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration 

and implementation of the Plan, including the issuance of Securities pursuant to the Plan (if any), 

or the distribution of property under the Plan, or any other related agreement in connection with 

the Plan, except for claims related to any act or omission that is determined in a final order to have 

constituted actual fraud, willful misconduct, or gross negligence. The Exculpated Parties have, and 

upon completion of the Plan shall be deemed to have, participated in good faith and in compliance 

with the applicable laws with regard to the solicitation of, and distribution of, consideration 

pursuant to the Plan and, therefore, are not, and on account of such distributions shall not be, liable 

at any time for the violation of any applicable law, rule, or regulation governing the solicitation of 

acceptances or rejections of the Plan or such distributions made pursuant to the Plan. For the 

avoidance of doubt, nothing in this Section VIII.E shall be deemed to have released or exculpated 

either Grupo Cinemex, Operadora De Cinemas, S.A. DE C.V. or any other non-Debtor Entity from 

their obligations to satisfy any (i) Syndicated Bank Loan Claims arising under or related to the 

Syndicated Bank Loan Credit Agreement and related documentation; or (ii) claim, including, 

without limitation, any contractual obligations, held by a Holder of a Claim, for compliance with 

the terms of, and satisfaction of, guarantees or payment assurances, given in connection with, 

arising under or relating to any Executory Contracts and Unexpired Leases, whether or not 

rejected prior to the Confirmation Date. 

F. Injunction. 

Except as otherwise expressly provided in the Plan or for obligations issued or required to 

be paid pursuant to the Plan or the Confirmation Order, all Entities that have Held, Hold, or may 

Hold Claims or Interests that have been released pursuant to Article VIII.C or Article VIII.D of the 

Plan, shall be discharged pursuant to Article VIII.A of the Plan, or are subject to exculpation 

pursuant to Article VIII.E of the Plan, are permanently enjoined, from and after the Effective Date, 

from taking any of the following actions against, as applicable, the Debtors, the Reorganized 

Debtors, the GUC Claims Trust, the GUC Claims Trust Assets, the GUC Claims Trustee, or the 

Released Parties: (1) commencing or continuing in any manner any action or other proceeding of 

any kind on account of or in connection with or with respect to any such Claims or Interests; 

(2) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, 

decree, or order against such Entities on account of or in connection with or with respect to any 

such Claims or Interests; (3) creating, perfecting, or enforcing any Lien or encumbrance of any 

kind against such Entities or the property or the estates of such Entities on account of or in 

connection with or with respect to any such claims or interests; (4) asserting any right of setoff, 

subrogation, or recoupment of any kind against any obligation due from such Entities or against 

the property of such Entities on account of or in connection with or with respect to any such claims 

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or interests unless such Entity has timely asserted such setoff right in a document Filed with the 

Bankruptcy Court explicitly preserving such setoff, and notwithstanding an indication of a claim or 

interest or otherwise that such Entity asserts, has, or intends to preserve any right of setoff 

pursuant to applicable law or otherwise; (5) asserting any claim relating to or arising from the Sale 

Transaction; and (6) commencing or continuing in any manner any action or other proceeding of 

any kind on account of or in connection with or with respect to any such claims or interests released 

or settled pursuant to the Plan. 

G. Channeling Injunction.

Except as otherwise specifically provided in the Plan, the Enjoined Parties shall be 

permanently restrained, and enjoined, with regard to the Claims set forth in this Article VIII.G (1)-

(6) (collectively, the “Enjoined Claims”) from ever: 

1. commencing, asserting, continuing, filing, conducting, or bringing, directly, 

indirectly, or derivatively, any Claim, demand, suit, action, or other proceeding of any kind 

(including, without limitation, any proceeding in a judicial, arbitral, administrative, or 

other forum), against any of the Released Parties, or their respective property, including the 

proceeds of such property, with regard to all matters arising out of or related to any 

involvement of any of the Released Parties whatsoever in transactions, acts, or events in any 

manner related to the Debtors and their predecessors, affiliates, successors, principals, 

directors, officers, and related entities; 

2. asserting, continuing, filing, conducting, or bringing, directly, indirectly, or 

derivatively, any Claim, demand, suit, action, or other proceeding of any kind (including, 

without limitation, any proceeding in a judicial, arbitral, administrative, or other forum), 

against any of the Released Parties, or their respective property, including the proceeds of 

such property that would result in the avoidance of allegedly fraudulent (actual or 

constructive) or preferential transfers from the Debtors to any of the Released Parties, 

regardless of whether such Released Party is the initial or subsequent transferee, and/or 

recovery of such allegedly fraudulent (actual or constructive) or preferential transfers from 

such Released Party; 

3. enforcing, levying, employing legal process (including proceedings 

supplementary), whether prejudgment or post-judgment, attaching, garnishing, 

sequestering, collecting, or otherwise recovering by any means or in any manner, any 

Claims against the Released Parties, or their respective property, including the proceeds of 

such property, with regard to all matters arising out of or related to any involvement of any 

of the Released Parties whatsoever in transactions, acts, or events in any manner related to 

the Debtors, and their predecessors, affiliates, successors, principals, directors, officers, and 

related entities; 

4. pursuing, aiding, or abetting any action brought by any person or entity 

seeking recovery, contribution and/or indemnity from any of the Released Parties, or their 

respective property, including the proceeds of such property, with regard to all matters 

arising out of or related to any involvement of any of the Released Parties whatsoever in 

transactions, acts, or events in any manner related to the Debtors and their predecessors, 

affiliates, successors, principals, directors, officers, and related entities; 

5. enforcing any terms set forth in any settlement agreement by and among 

any of the Released Parties and any of the Enjoined Parties that would resolve, 

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compromise, or settle Claims that would otherwise be enjoined by the channeling injunction 

set forth in this section; and 

6. pursuing any of the Enjoined Claims recited herein as they relate to any 

Claims against retained professionals including accountants and legal counsel as well as 

their agents and assigns of any of the Released Parties or against the GUC Claims Trust, the 

GUC Claims Trust Assets, the GUC Claims Trustee, or any of its agents or professionals. 

The injunction described in this section and incorporated into the Confirmation Order shall 

be referred to as the “Channeling Injunction.”

Notwithstanding anything herein to the contrary, or in the Plan Supplement or Confirmation 

Order, in no event shall anything in the Plan, the Plan Supplement or Confirmation Order, including, 

without limitation, the “Channeling Injunction,” restrain or enjoin any of (i) the Syndicated Bank Loan 

Lenders or the Syndicated Bank Loan Agent from commencing, asserting, continuing, filing, conducting, 

or bringing any claims, rights, defenses or Causes of Action they may have against Grupo Cinemex, 

Operadora De Cinemas, S.A. DE C.V. or any other non-Debtor Entity arising from or related to the 

Syndicated Bank Loan Credit Agreement and related documentation or otherwise taking any enforcement 

action under the Syndicated Bank Loan Credit Agreement or related documentation against such Entities; 

or (ii) the Holders of Claims from commencing, asserting, continuing, filing, conducting, or bringing any 

claims, rights, causes or action, or defenses they may have against Grupo Cinemex, Operadora De 

Cinemas, S.A. DE C.V. or any other non-Debtor Entity arising under or related to any contractual 

obligation, including without limitation any guaranty, surety or payment assurances agreed to by such 

non-Debtors relating to Executory Contracts or Unexpired Leases, whether or not rejected prior to the 

Confirmation Date. The Bankruptcy Court shall expressly retain jurisdiction in enforcing, implementing 

and interpreting the scope of the Channeling Injunction. 

H. Protections Against Discriminatory Treatment. 

Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S. 

Constitution, all Entities, including Governmental Units, shall not discriminate against the Reorganized 

Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar 

grant to, condition such a grant to, discriminate with respect to such a grant against, the Reorganized 

Debtors, or another Entity with whom the Reorganized Debtors have been associated, solely because each 

Debtor has been a debtor under chapter 11 of the Bankruptcy Code, has been insolvent before the 

commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before the Debtors are 

granted or denied a discharge), or has not paid a debt that is dischargeable in the Chapter 11 Cases. 

I. Recoupment. 

In no event shall any Holder of Claims or Interests be entitled to recoup any Claim against any 

claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable, unless such 

Holder actually has performed such recoupment and provided notice thereof in writing to the Debtors on 

or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or Proof of 

Interest or otherwise that such Holder asserts, has, or intends to preserve any right of recoupment. 

J. Binding Effect. 

 On the Effective Date, except as otherwise provided herein to the contrary, and effective as of the 

Effective Date, the Plan will bind, and will be deemed binding upon, all Holders of Claims against and 

Interests in the Debtors, and such Holder’s respective successors and assigns, to the maximum extent 

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permissible by law, notwithstanding whether or not such Holder (1) will receive any property or interest 

in property under the Plan, or (2) has filed a Proof of Claim or Interest in the Chapter 11 Cases, or (3) 

failed to vote to accept or reject the Plan or affirmatively voted to reject the Plan. 

ARTICLE IX.

CONDITIONS PRECEDENT TO CONFIRMATION 

AND CONSUMMATION OF THE PLAN 

A. Conditions Precedent to Confirmation 

It shall be a condition to Confirmation that the following shall have been satisfied or waived 

pursuant to the provisions of Article IX.C of the Plan: 

1. the Bankruptcy Court shall have entered the Disclosure Statement Order and the 

Confirmation Order in a manner consistent in all material respects with the Plan and in a form (a) 

acceptable to the Purchaser in its reasonable discretion and (b) reasonably acceptable to the Committee 

and Syndicated Bank Loan Agent; and 

2. the Confirmation Order shall, among other things: 

(a) authorize the Debtors and the Reorganized Debtors, as applicable, to take all 

actions necessary to enter into, implement, and consummate the contracts, 

instruments, releases, leases, indentures, and other agreements or documents 

created in connection with the Plan; 

(b) authorize the Debtors and the Reorganized Debtors, as applicable/necessary, to: 

(i) implement the Restructuring Transactions and take any and all actions 

necessary to effectuate the terms of the Stock Purchase Agreement; (ii) distribute 

the New Common Stock; and (iii) enter into any agreements, transactions, and 

sales of property, as set forth in the Plan Supplement with respect to the Debtors 

or the Reorganized Debtors, as applicable, including the GUC Claims Trust 

Agreement;

(c) provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or 

surrender of any lease or sublease, and the delivery of any deed or other 

instrument or transfer order in furtherance of, or in connection with, any transfers 

of property pursuant to the Plan, including any deeds, mortgages, security interest 

filings, bills of sale, or assignments executed in connection with any disposition 

or transfer of assets contemplated under the Plan shall not be subject to transfer 

or recording taxes or fees to the extent permissible under section 1146 of the 

Bankruptcy Code, and upon entry of the Confirmation Order, the appropriate 

state or local governmental officials or agents shall forgo the collection of any 

such tax or governmental assessment and accept for filing and recordation any of 

the foregoing instruments or other documents without the payment of any such 

tax, recordation fee, or governmental assessment; 

(d) authorize and approve the compromise and settlement set forth in the Plan; and 

(e) contain the release, injunction, and exculpation provisions contained in Article 

VIII herein. 

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B. Conditions Precedent to the Effective Date. 

It shall be a condition to the Effective Date that the following conditions shall have been satisfied 

or waived pursuant to the provisions of Article IX.C of the Plan: 

1. the Confirmation Order shall have become a Final Order; 

2. the Plan and the applicable documents included in the Plan Supplement, including any 

exhibits, schedules, documents, amendments, modifications, or supplements thereto, and inclusive of any 

amendments, modifications, or supplements made after the Confirmation Date but before the Effective 

Date, shall have been filed and be in form and substance reasonably satisfactory to the Committee; 

3. the New Organizational Documents with respect to the Reorganized Debtors shall be in 

full force and effect (with all conditions precedent thereto having been satisfied or waived), subject to any 

post-closing execution and delivery requirements provided for therein, and shall be in form and substance 

reasonably satisfactory to the Purchaser, the Committee and the Syndicated Bank Loan Agent; 

4. the Purchaser shall have deposited the Purchase Price into the Sale Proceeds Account; 

5. the Purchaser shall have funded the Cap-Ex Escrow; 

6. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, 

or documents that are necessary to implement and effectuate the Plan and the Restructuring Transactions, 

and shall have executed and delivered all documents related thereto; 

7. the GUC Claims Trust Agreement shall have been fully executed, the GUC Claims Trust 

Assets shall have been transferred to the GUC Claims Trust, and the GUC Claims Allocation shall have 

been funded to a bank account identified by the GUC Claims Trustee; and 

8. all Allowed Professional Fee Claims approved by the Bankruptcy Court shall have been 

paid in full or amounts sufficient to pay such Allowed Professional Fee Claims after the Effective Date 

have been placed in the Professional Fee Escrow Account pending approval of the Professional Fee 

Claims by the Bankruptcy Court and all fees and expenses payable pursuant to Article II of the Plan shall 

have been paid in full.

C. Waiver of Conditions. 

The conditions to Confirmation and Consummation set forth in this Article IX may be waived by 

the Debtors and/or Reorganized Debtors with the prior written consent of the Committee and the 

Syndicated Bank Loan Agent (which consent shall not be unreasonably withheld, delayed or 

conditioned), without notice, leave, or order of the Bankruptcy Court or any formal action other than 

proceedings to confirm or consummate the Plan. 

D. Substantial Consummation. 

“Substantial Consummation” of the Plan, as defined in 11 U.S.C. § 1101(2), with respect to any 

of the Debtors, shall be deemed to occur on the Effective Date with respect to such Debtor. 

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E. Effect of Failure of Conditions. 

If the Effective Date does not occur with respect to any of the Debtors, the Plan shall be null and 

void in all respects with respect to such Debtor, and nothing contained in the Plan or the Disclosure 

Statement shall: (1) constitute a waiver or release of any Claims by or Claims against or Interests in such 

Debtors; (2) prejudice in any manner the rights of such Debtors, any Holders of a Claim or Interest, or 

any other Entity; or (3) constitute an admission, acknowledgment, offer, or undertaking by such Debtors, 

any Holders, or any other Entity in any respect. 

ARTICLE X.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN 

A. Modification and Amendments. 

Subject to the limitations contained in the Plan, and on prior notice to and with the consent of the 

Committee and the Syndicated Bank Loan Agent (which consent shall not be unreasonably withheld, 

delayed or conditioned), the Debtors reserve the right to modify the Plan and seek Confirmation 

consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on such modified Plan. 

Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and 

Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan, the Debtors expressly 

reserve their rights to alter, amend, or modify materially the Plan, one or more times, after Confirmation, 

and, to the extent necessary, may initiate proceedings in the Bankruptcy Court to so alter, amend, or 

modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the 

Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the 

purposes and intent of the Plan. 

B. Effect of Confirmation on Modifications. 

Entry of a Confirmation Order shall mean that all modifications or amendments to the Plan since 

the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code and do not 

require additional disclosure or resolicitation under Bankruptcy Rule 3019. 

C. Revocation or Withdrawal of Plan. 

Following consultation with the Committee and the Purchaser, the Debtors reserve the right to 

revoke or withdraw the Plan before the Confirmation Date. If the Debtors revoke or withdraw the Plan, 

or if Confirmation and Consummation does not occur, then: (1) the Plan shall be null and void in all 

respects; (2) any settlement or compromise embodied in the Plan (including the fixing or limiting to an 

amount certain of any Claim or Interest or Class of Claims or Interests), assumption or rejection of 

Executory Contracts or Unexpired Leases effectuated by the Plan, and any document or agreement 

executed pursuant to the Plan, shall be deemed null and void; and (3) nothing contained in the Plan shall: 

(a) constitute a waiver or release of any Claims or Interests; (b) prejudice in any manner the rights of the 

Debtors or any other Entity, including the Holders of Claims; or (c) constitute an admission, 

acknowledgement, offer, or undertaking of any sort by the Debtors or any other Entity. 

ARTICLE XI.

RETENTION OF JURISDICTION 

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, on 

and after the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction over all matters 

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arising out of, or related to, the Chapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of the 

Bankruptcy Code to the extent provided under applicable law, including jurisdiction to: 

1. allow, disallow, determine, liquidate, classify, estimate, or establish the priority, Secured 

or Unsecured status, or amount of any Claim or Interest, including the resolution of any request for 

payment of any Administrative Claim and the resolution of any and all objections to the Secured or 

Unsecured status, priority, amount, or Allowance of Claims or Interests; 

2. decide and resolve all matters related to the granting and denying, in whole or in part, of 

any applications for allowance of compensation or reimbursement of expenses to Professionals authorized 

pursuant to the Bankruptcy Code or the Plan; 

3. resolve any matters related to: (a) the assumption, assumption and assignment, or 

rejection of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect to 

which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Claims arising 

therefrom, including Cure Claims pursuant to section 365 of the Bankruptcy Code; (b) any potential 

contractual obligation under any Executory Contract or Unexpired Lease that is assumed; (c) the 

Reorganized Debtors amending, modifying, or supplementing, after the Effective Date, pursuant to 

Article V of the Plan, any Executory Contracts or Unexpired Leases to the Rejected Executory Contracts 

and Unexpired Lease List, or otherwise; and (d) any dispute regarding whether a contract or lease is or 

was executory or expired; 

4. adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated 

matters, and any other matters, and grant or deny any applications involving a Debtor that may be 

pending on the Effective Date; 

5. adjudicate, decide, or resolve any and all matters related to the Causes of Action 

enumerated in the Schedule of Retained Causes of Action; 

6. adjudicate, decide, or resolve any and all matters related to section 1141 of the 

Bankruptcy Code; 

7. enter and implement such orders as may be necessary to execute, implement, or 

consummate the Plan and all contracts, instruments, releases, indentures, and other agreements or 

documents created in connection with the Plan or the Disclosure Statement, including injunctions or other 

actions as may be necessary to restrain interference by an Entity with Consummation or enforcement of 

the Plan; 

8. enter and enforce any order for the sale of property pursuant to sections 363, 1123, or 

1146(a) of the Bankruptcy Code; 

9. adjudicate, decide, or resolve any and all matters related to the Restructuring 

Transactions or the Plan; 

10. resolve any cases, controversies, suits, disputes, Causes of Action, or any other matters 

that may arise in connection with the Consummation, interpretation, or enforcement of the Plan, the 

Disclosure Statement, the Confirmation Order, the Restructuring Transactions, or any Entity’s obligations 

incurred in connection with the foregoing, including disputes arising under agreements, documents, or 

instruments executed in connection with the Plan, the Disclosure Statement, the Confirmation Order, or 

the Restructuring Transactions; 

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11. resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the 

releases, injunctions, and other provisions contained in Article VIII of the Plan and enter such orders as 

may be necessary to implement such releases, injunctions, and other provisions; 

12. resolve any cases, controversies, suits, disputes, or Causes of Action relating to the 

distribution or the repayment or return of distributions and the recovery of additional amounts owed by 

the Holder of a Claim for amounts not timely repaid pursuant to Article VI.J.1 of the Plan; 

13. issue injunctions, enter and implement other orders, or take such other actions as may be 

necessary or appropriate to restrain interference by or assess damages against any Entity with regard to 

Consummation or enforcement of the Plan or the Restructuring Transactions; 

14. enter and implement such orders as are necessary if the Confirmation Order is for any 

reason modified, stayed, reversed, revoked, or vacated; 

15. enter an order or decree concluding or closing the Chapter 11 Cases; 

16. adjudicate any and all disputes arising from or relating to distributions under the Plan or 

any of the transactions contemplated therein; 

17. consider any modifications of the Plan, to cure any defect or omission, or to reconcile any 

inconsistency in any Bankruptcy Court order, including the Confirmation Order; 

18. determine requests for the payment of Claims and Interests entitled to priority pursuant to 

section 507 of the Bankruptcy Code; 

19. hear and determine matters concerning state, local, and federal taxes in accordance with 

sections 346, 505, and 1146 of the Bankruptcy Code, including any request made under section 505 of the 

Bankruptcy Code for the expedited determination of any unpaid liability of a Debtor for any tax incurred 

during the administration of the Chapter 11 Cases, including any tax liability arising from or relating to 

the Restructuring Transactions, for tax periods ending after the Petition Date and through the closing of 

the Chapter 11 Cases; 

20. hear and determine all disputes involving the existence, nature, or scope of the release 

provisions set forth in the Plan, including any dispute relating to any liability arising out of the 

termination of employment or the termination of any employee benefit program, regardless of whether 

such termination occurred before or after the Effective Date; 

21. hear and determine all pre-Effective Date disputes involving the obligations or terms of 

the Cap-Ex Escrow Agreement; 

22. hear and determine all disputes involving the obligations or terms of the GUC Claims 

Trust Agreement; 

23. except as otherwise limited herein, recover all assets of the Debtors and property of the 

Estates, wherever located; 

24. enforce all orders previously entered by the Bankruptcy Court and resolve any issues not 

enumerated above related to any matters adjudicated in the Chapter 11 Cases; and 

25. hear any other matter not inconsistent with the Bankruptcy Code. 

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Notwithstanding the foregoing, the Bankruptcy Court shall retain non-exclusive jurisdiction to adjudicate, 

decide, or resolve any and all matters related to objections to Claims. 

ARTICLE XII.

MISCELLANEOUS PROVISIONS 

A. Immediate Binding Effect. 

Subject to Article I.B of the Plan, and notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 

7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan shall be immediately 

effective and enforceable and deemed binding upon, as applicable, the Debtors, the Reorganized Debtors, 

the Committee, any and all Holders of Claims or Interests (irrespective of whether such Claims or 

Interests are deemed to have accepted the Plan), all Entities that are parties to or are subject to the 

settlements, compromises, releases, discharges, exculpations, and injunctions described in the Plan, each 

Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts and 

Unexpired Leases with the Debtors. All Claims and debts shall be as fixed, adjusted, or compromised, as 

applicable, pursuant to the Plan regardless of whether any Holder of a Claim or debt has voted on the 

Plan. 

B. Additional Documents. 

On or before the Effective Date, the Debtors may File with the Bankruptcy Court such 

agreements and other documents as may be necessary or advisable to effectuate and further evidence the 

terms and conditions of the Plan. The Debtors, the Reorganized Debtors, and all Holders of Claims and 

Interests receiving distributions pursuant to the Plan and all other parties in interest shall, from time to 

time, prepare, execute, and deliver any agreements or documents and take any other actions as may be 

necessary or advisable to effectuate the provisions and intent of the Plan. 

C. Dissolution of the Committee. 

On the Effective Date, the Committee shall dissolve and all members, employees, or agents 

thereof shall be released and discharged from all rights and duties arising from or related to the Chapter 

11 Cases; provided that such official committee shall be deemed to remain in existence solely with 

respect to, and shall not be heard on any issue except, applications filed by the Professionals pursuant to 

sections 330 and 331 of the Bankruptcy Code. From and after the Effective Date, neither the Debtors, nor 

the Reorganized Debtors, nor their respective estates shall be responsible for paying any fees or expenses 

incurred after the Effective Date by the members of or advisors to the Committee. 

D. Payment of Statutory Fees. 

All fees payable pursuant to section 1930(a) of the Judicial Code, including fees and expenses 

payable to the U.S. Trustee, as determined by the Bankruptcy Court at a hearing pursuant to section 1128 

of the Bankruptcy Code, will be paid by each of the applicable Reorganized Debtors for each quarter 

(including any fraction thereof) until the applicable Chapter 11 Case of such Reorganized Debtors is 

converted, dismissed, or closed, whichever occurs first. All such fees due and payable prior to the 

Effective Date shall be paid by the Debtors on the Effective Date. After the Effective Date, the applicable 

Reorganized Debtor shall pay any and all such fees when due and payable, and shall File with the 

Bankruptcy Court quarterly reports in a form reasonably acceptable to the U.S. Trustee, until the earliest 

of the date on which the applicable Chapter 11 Case of the Reorganized Debtors is converted, dismissed, 

or closed. 

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E. Reservation of Rights. 

Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the 

Bankruptcy Court enters the Confirmation Order. None of the Filing of the Plan, any statement or 

provision contained in the Plan, or the taking of any action by any Debtor with respect to the Plan, the 

Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an admission or waiver of 

any rights of any Debtor, Settling Lender, or any other Entity with respect to the Holders of Claims or 

Interests prior to the Effective Date. 

F. Successors and Assigns. 

The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be 

binding on, and shall inure to the benefit of any heir, executor, administrator, successor, assign, Affiliate, 

officer, director, manager, agent, representative, attorney, beneficiaries, or guardian, if any, of each 

Entity. 

G. Notices. 

All notices, requests, and demands to or upon the Debtors to be effective shall be in writing 

(including by facsimile transmission) and, unless otherwise expressly provided herein, shall be deemed to 

have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, 

when received and telephonically confirmed, addressed as follows: 

1. if to the Debtors, to: 

Cinemex Holdings USA, Inc., 

175 South West 7th St., Suite 1108 

Miami, FL 33130 

Attention: Luis Castelazo 

Email: luis.castelazo@cmxcinemas.com 

with copies (which shall not constitute notice) to: 

Quinn Emanuel Urquhart & Sullivan, LLP 

711 Louisiana Street, Suite 500 

Houston, Texas 77002 

Attention: Patricia Tomasco 

Email: pattytomasco@quinnemanuel.com 

–and–

Bast Amron LLP 

One Southeast Third Avenue 

Suite 1400 

Miami, FL 33131 

Attention: Jeffrey Bast 

E-mail: jbast@bastamron.com 

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2. if to the Committee, to: 

Pachulski Stang Ziehl & Jones LLP 

919 North Market Street, 17th Floor 

Wilmington, DE 19801 

Attention: Robert J. Feinstein 

 Bradford J, Sandler 

Email: rfeinstein@pszjlaw.com 

 bsandler@pszjlaw.com 

Berger Singerman LLP 

1450 Brickell Avenue, Suite 1900 

Miami, FL 33131 

Attention: Paul Steven Singerman 

 Brian Rich 

Email: singerman@bergersingerman.com 

 brich@bergersingerman.com 

After the Effective Date, the Reorganized Debtors shall have the authority to send a notice to 

Entities that request to continue to receive documents pursuant to Bankruptcy Rule 2002, such Entity 

must File a renewed request to receive documents pursuant to Bankruptcy Rule 2002. After the Effective 

Date, the Reorganized Debtors are authorized to limit the list of Entities receiving documents pursuant to 

Bankruptcy Rule 2002 to those Entities who have Filed such renewed requests. 

H. Term of Injunctions or Stays. 

Unless otherwise provided in the Plan or the Confirmation Order, all injunctions or stays in effect 

in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any order of the 

Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or stays contained in 

the Plan or the Confirmation Order) shall remain in full force and effect until the Effective Date. All 

injunctions or stays contained in the Plan or the Confirmation Order shall remain in full force and effect 

in accordance with their terms. 

I. Entire Agreement. 

Except as otherwise indicated, the Plan supersedes all previous and contemporaneous 

negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all 

of which have become merged and integrated into the Plan. 

J. Exhibits. 

All exhibits and documents included in the Plan Supplement are incorporated into and are a part 

of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed, copies of such 

exhibits and documents shall be available upon written request to the Debtors’ counsel at the address 

above or by downloading such exhibits and documents from the Debtors’ restructuring website at 

https://cases.omniagentsolutions.com/Cinemex or the Bankruptcy Court’s website at 

http:/www.flsb.uscourts.gov/bankruptcy. 

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K. Nonseverability of Plan Provisions. 

If, before Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be 

invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term 

or provision to make it valid or enforceable to the maximum extent practicable, consistent with the 

original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or 

provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, 

or interpretation, the remainder of the terms and provisions of the Plan shall remain in full force and 

effect and shall in no way be affected, impaired, or invalidated by such holding, alteration, or 

interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that 

each term and provision of the Plan, as applicable, as it may have been altered or interpreted in 

accordance with the foregoing, is: (1) valid and enforceable pursuant to its terms; (2) integral to the Plan 

and may not be deleted or modified without the consent of the Debtors and/or the Reorganized Debtors; 

and (3) nonseverable and mutually dependent. 

L. Votes Solicited in Good Faith. 

Upon entry of the Confirmation Order, the Debtors shall be deemed to have solicited votes on the 

Plan in good faith and in compliance with the Bankruptcy Code, and pursuant to section 1125(e) of the 

Bankruptcy Code, the Debtors and each of their respective Affiliates, agents, representatives, members, 

principals, shareholders, officers, directors, managers, employees, advisors, and attorneys shall be deemed 

to have participated in good faith and in compliance with the Bankruptcy Code in the offer, issuance, sale, 

and purchase of Securities offered and sold under the Plan and any previous plan, and, therefore, neither 

any of such parties or individuals or the Reorganized Debtors shall have any liability for the violation of 

any applicable law (including the Securities Act), rule, or regulation governing the solicitation of votes on 

the Plan or the offer, issuance, sale, or purchase of the Securities offered and sold under the Plan and any 

previous plan. 

M. Waiver or Estoppel. 

Each Holder of a Claim or Interest shall be deemed to have waived any right to assert any 

argument, including the right to argue that its Claim or Interest should be Allowed in a certain amount, in 

a certain priority, Secured or not subordinated by virtue of an agreement made with the Debtors or their 

counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement, or 

papers Filed before the Confirmation Date. 

N. Closing of Chapter 11 Cases. 

Upon the occurrence of the Effective Date, the Reorganized Debtors shall be permitted to close 

all of the Chapter 11 Cases except for the Chapter 11 Case of Cinemex Holdings, and all contested 

matters and adversary proceedings relating to each of the Debtors, including objections to Claims, shall 

be administered and heard in the Chapter 11 Case of Cinemex Holdings; provided that for purposes of 

sections 546 and 550 of the Bankruptcy Code, the Chapter 11 Cases shall be deemed to remain open until 

the Chapter 11 Case of Cinemex Holdings has been closed. 

When all Disputed Claims have become Allowed or Disallowed and all remaining Cash has been 

distributed in accordance with the Plan, the Reorganized Debtors shall seek authority from the 

Bankruptcy Court to close the Chapter 11 Case of Cinemex Holdings in accordance with the Bankruptcy 

Code and the Bankruptcy Rules. 

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O. Creditor Default. 

On and after the Effective Date, any act or omission by a holder of a Claim or an Interest in 

contravention of the provisions of the Plan shall be deemed an event of default under the Plan. Upon an 

event of default, the Reorganized Debtors or the GUC Claims Trust, as applicable, may seek to hold the 

defaulting party in contempt of the Confirmation Order and shall be entitled to reasonable attorneys’ fees 

and costs in remedying such default. Upon the finding of such a default by a creditor, the Bankruptcy 

Court may: (a) designate a party to appear, sign and/or accept the documents required under the Plan on 

behalf of the defaulting party, in accordance with Bankruptcy Rule 7070; (b) enforce the Plan by order of 

specific performance; (c) award judgment against such defaulting creditor in favor of the Reorganized 

Debtors or the GUC Claims Trust, as applicable, in an amount, including interest, to compensate the 

Reorganized Debtors or the GUC Claims Trust, as applicable, for the damages caused by such default; 

and (d) make such other order as may be equitable that does not materially alter the terms of the Plan. 

[Remainder of page intentionally left blank.]

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Dated: October 28, 2020 CINEMEX USA REAL ESTATE HOLDINGS, 

INC., CINEMEX HOLDINGS USA, INC. and CB 

THEATER EXPERIENCE LLC

/s/ Luis Castelazo

Prepared by: 

QUINN EMANUEL URQUHART & SULLIVAN LLP 

Patricia B. Tomasco (admitted pro hac vice) 

711 Louisiana Street, Suite 500 

Houston, Texas 77002 

Telephone: 713-221-7000 

Facsimile: 713-221-7100 

Email: pattytomasco@quinnemanuel.com 

–and–

Juan P. Morillo (FBN 135933) 

1300 I Street, NW, Suite 900 

Washington, D.C. 20005 

Telephone: 202-538-8000 

Facsimile: 202-538-8100 

Email: juanmorillo@quinnemanuel.com 

–and–

Eric D. Winston (admitted pro hac vice) 

865 S. Figueroa St., 10th Floor 

Los Angeles, California 90017 

Telephone: 203-443-3000 

Facsimile: 203-443-3100 

Email: ericwinston@quinnemanuel.com 

–and–

BAST AMRON LLP 

Jeffrey P. Bast (FBN 996343) 

Brett M. Amron (FBN 148342) 

One Southeast Third Avenue, Suite 1400 

Sun Trust International Center 

Miami, Florida 33131 

Telephone: 305-379-7904 

Facsimile: 305-379-7905 

Email: jbast@bastamron.com Email: bamron@bastamron.com 

Co-Counsel to the Debtors and Debtors in Possession 

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